Managing Director & Whole Time Director in a Private Limited Company

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In a private limited business, the Managing Director (MD) and Whole Time Director (WTD) are critical to good governance and operational leadership. The position of a Managing Director is the most senior executive and entails responsibility for overall management and strategy. Whole Time Directors, on the other hand, spend all their working time on company’s affairs thus playing a significant role in day-to-day operations and decision making. However, it must not be forgotten that even though a Whole Time Director in a Private Limited Company is dedicated solely to one company he/she can become director in other entities as allowed by law and his/her service agreement terms.

Whole Time Director in a Private Limited Company

Table of Content

Whole time Director 

A “whole-time director” under the Companies Act of 2013 as a director who works for the company full-time. There is no definition of the power and functions of a whole-time director, yet the company has complete discretion in vesting power in a whole-time director based on the many elements of the firm. A whole-time director is a director who provides his or her services to the organization full-time. Furthermore, when a full-time employee is appointed as a director of the company, he or she will assume the position of full-time director. 

The managing director under Companies Act, 2013 (‘Act’) is defined as a director entrusted with substantial powers of managing the company affairs by virtue of either an agreement with the company, articles of association or a resolution passed in its general meeting or board of directors.

Benefits of appointing a Managing Director & Whole Time Director in a Private Limited Company

Appointing a Managing Director (MD) and a Whole-Time Director (WTD) in a Private Limited Company has various advantages.

  • Leadership: The MD provides clear leadership and guidance that aligns with the company’s vision and goals. The WTD assists in implementing strategies and managing day-to-day operations to ensure operational efficiency.
  • Expertise and Experience: Both professions contribute valuable knowledge and experience to the firm, improving decision-making and problem-solving skills. Their insights can help to improve strategic planning and execution.
  • Efficient Management: With dedicated roles, there’s efficient management of both strategic and operational aspects of the business. The MD focuses on long-term planning and stakeholder management, while the WTD handles the daily operational challenges.
  • Accountability: Assigning specific responsibilities to the MD and WTD fosters accountability. They are held responsible for their areas of operation, ensuring transparency and effective performance monitoring.
  • Representation: The MD and WTD frequently represent the company externally, meeting with stakeholders, investors, and regulatory agencies. Their presence lends trust and credibility to the organization.
  • Risk Management: Having experienced leaders in charge helps to successfully identify and mitigate risks. Their strategic foresight can help them navigate through hurdles and uncertainty.
  • Compliance: The MD and WTD guarantee legal and regulatory compliance, protecting the company’s interests and reputation.

Criteria for appointment of Managing Director & Whole Time Director (Section 196) 

A company cannot appoint or employ both a Managing Director and a Manager. A firm cannot appoint or re-appoint somebody as Managing Director, Whole Time Director, or Manager for more than five years at a time. No re-appointment will be made less than one year before the expiration of his tenure. The minimum age for appointment to these positions is 21, and the normal retirement age is 70 years. The appointment of a person over the age of 70 can be made with the permission of members via special resolution. The Act does not mandate private companies to appoint a Managing Director (MD), Whole-Time Director (WTD), or Manager but allows voluntary appointments for effective business management.

Procedure to appoint a MD/WTD/Manager by Private Company 

The procedure for appointment of whole-time director in private company is listed below:

  • Hold a Board Meeting to consider the appointment of an MD/WTD or Manager and pass a resolution on the appointment. 
  • Sign an agreement with the MD/WTD/Manager outlining various terms and conditions of appointment.
  • Complete the Board Resolution in form MGT-14 for the nomination of MD.
  • Filling out Form DIR-12 with information about the MD/WTD/Manager. MGT-14 is necessary for appointment, including re-appointment of MD and variations in MD appointment terms and circumstances. Variation comprises both an increase and a decrease in compensation. [(Section 117(3)(c).] However, MGT-14 is not necessary for WTD appointment or any alteration of his/her appointment terms and circumstances. 

Exemptions to Private Limited Companies 

No need to take approval of Shareholders for appointment of MD/ WTD. 

Provision of Section 197 i.e. remuneration to MD/ WTD not applicable on such companies. 

Schedule V not applicable on such Companies. No need to file e-form MR-1.

Powers, duties, and responsibilities of the managing director

  • Being a member of the board of directors participates in policy-making functions and formulating the objectives of the Board.
  • Execute policies laid down by the Board of Directors.
  • Act as the intermediary officer between the organization and the Board of Directors.
  • Communicate and Interpret the policies of the company to sub employees.
  • To review and present the operations of the company to the Board periodically accounts and statistics showing the progress and the present po­sition of the company.
  • Appoint high officials of the company.
  • Formulate the compen­sation and employment plan by the accepted poli­cies of the company.
  • Plan the expansion and development of the business.
  • Organize meetings with department heads.
  • Promote high morale among the em­ployees of the company by creating a sense of belong­ing.
  • Maintain contact with the govt., trade unions, and community, cham­ber of commerce, at large.
  • Maintain a balanced relationship between line and staff managers.
  • Approve or disapprove development plans submitted by the senior executives and place before the Board for final approval.
  • Whole-time director responsibilities also include building a system of budgetary control by which the actual performance of the company may be evaluated against the planned course of action.
  • Supervise production and sales activities of the company.
  • Give due attention to consumer satis­faction which is ensured by the continued supply of goods and services to the market.


The Companies Act of 2013 accommodates private enterprises’ strategic management needs by not requiring required appointments of Managing Directors, Whole-Time Directors, or Managers. However, it establishes a clear framework for voluntary appointments, with specified criteria and procedural requirements to guarantee that such appointments are made wisely. This regulatory freedom allows private enterprises to structure their management based on their own operating requirements, encouraging efficient and effective governance. Private company can considerably improve their management capabilities and commercial outcomes by following the specified principles and taking use of the possibilities for voluntary appointments.

CS Urvashi Jain is an associate member of the Institute of Company Secretaries of India. Her expertise, inter-alia, is in regulatory approvals, licenses, registrations for any organization set up in India. She posse’s good exposure to compliance management system, legal due diligence, drafting and vetting of various legal agreements. She has good command in drafting manuals, blogs, guides, interpretations and providing opinions on the different core areas of companies act, intellectual properties and taxation.

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