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Whole time director

jayesh (accountant) (361 Points)

07 October 2011

What is Defination of Whole time Direcotr

Whole Time Director Authority ?

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4 Replies

Syam kamal (Company Secretary) (156 Points)
Replied 07 October 2011

Broadly speaking, a director who devotes his most of the time for management of the Company can be called as Whole Time Director. There is no exclusive definition given in the Companies Act. Technically, a director who is in the rolls of the Company or he gets salary and allowances just like an employee, will be a Whole Time Director.

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ars (CS) (445 Points)
Replied 07 October 2011

The WTD devotes his whole working time to the co. he is an executive dir. who looks after day to day affair of the co.

A MD can act as such for two different Co. but a whole time dir. can not- logically because he devotes his whole working time in the co.

No defination given in the C.A' 56

PRATIK MEHTA (CA) (39 Points)
Replied 08 October 2011

The Term "Whole Time Director" has not been defined by the Act.

However when an "Whole Time Employee" is appointed as Director of the Company he occupies the position of Whole time Director.

So if a person is not an employee of the company & appointed as director of the company then he would be considered as an ordinary director.

CA PRAVEEN SINGH (MANAGER ACCOUNTS) (2277 Points)
Replied 08 October 2011

Whole time Director means a director employed to devote the whole of his time and attention in the carrying on of the affairs of the Co. In other words he cannot be an employee of another co., or elsewhere or do other business etc. But he can be ordinary director in other companies.

An ordinary director attends the Board meeting and does not involve in the day to day activities of the Co. But a WTD is a managerial level employee cum director. He draws salary for his work. For eg. if a person is appointed as WTD (HR) means he looks after the HR functions of the Co, and a Director of the Co. also. Designation of the WTD may be Executive Director in some companies. In normal case the Board resolution appointing the WTD describes his functions or there will be a separate agreement.
It is not clear your co. is a public ltd co. or pvt. co. Because in public co. appointment of a WTD requires filing of form 25C besides Form 32. There are remuneration limits in a public co. In certain cases appointment of WTD in a public co. requires approval from Central Govt. also! If your co. is a pvt co. such provisions are not applicable.
You have the right to attend and vote at Board Meeting .( This right is same for an ordinary director too. WTD does not have any extra power/right in Board Meeting). Eligibility of shares depends upon the Articles of Association of your Co. Please ensure that your designation shown was Whole-time Director in Form 32 filed with ROC.