Manager, a superintendent, a conductor, or director. As to the appointment of a manager of a business at the instance of a mortgagee, see Coote on Mortgages. As to managers appointed by debenture holders, see (English) Companies Act, 1929, s. 86, and Part VI. Of that Act relating to receivers and managers. As to special manager.[See (English) Bankruptcy Act, 1914, s. 10; (English) Companies Act, 1929, s. 209]
Manager means a person who, subject to the control and direction of the directors, has the management of the whole affairs of a company, and includes a director or any other person occupying the position of a manager by whatever name called and whether under a contract or service or not. It will be clear that to satisfy the aforesaid definition a person, which could include a firm, body corporate or an association of persons, apart from being in management of the whole affairs of a company had to be 'subject to the control and direction of the directors'. This definition has undergone a substantial change under the Companies Act, 1956. Under this Act s. 2(24) defines the expression 'manager' thus: 'manager' means an individual (not being the managing agent - who, subject to the superinten-dence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, and whether under a contract of service or not. In this definition three conditions are required to be satisfied: (a) the manager must be an individual, which means that a firm or a body corporate or an association is excluded and cannot be manager (a fact which is expressly made clear in s. 384); (b) he should have the management of the whole or substantially the whole of the affairs of the company and (c) he should be subject to the superintendence, control and directions of the Board of Directors in the matter of managing the affairs of the company, Commissioner of Income Tax v. M/s. Alagappa Textile (Cochin) Ltd., AIR 1980 SC 235 (238): (1980) 1 SCC 214: (1980) 1 SCR 723.
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