Who is a director???

DIRECTORS-APPOINTMENT,POWERS AND LEGAL POSITION

As per Section 2(34) of Companies Act 2013 Director means a person appointed to the Board of a Company. 

DEFINITION

BOARD OF DIRECTORS

ACCORDING TO SEC 149 OF COMPANIES ACT, THE DIRECTORS OF A COMPANY ARE COLLECTIVELY REFFERED

TO AS THE “BOARD OF DIRECTORS”

RESPONSIBILITY

 The board of directors of a company is primarily responsible for:

determining the company’s strategic objectives and policies;

monitoring progress towards achieving the objectives and policies;

appointing senior management;accounting for the company’s activities to relevant parties, e.g. shareholders.

•MANAGING DIRECTOR

•MANAGER

•WHOLE TIME DIRECTOR

CHANGE IN LAW CONCERNING DIRECTOR

ACCORDING TO NEW COMPANIES ACT 2013

COMPANIES ACT 1956 COMPANIES ACT 2013

According to 1956 act the maximum limit of directors in a company was 12Approval of central government was necessary.

According to new companies act, 2013 the maximum limit of directors in a company has been increases from 12 to 15.Further to that can be made by passing the special resolution.Approval of central government has been dispensed off.

A company can become a director for only 15 companies

A company can become a director for only 20 companies instead of 15.Out of this 20 companies he cannot be directors of more than 10 public company.

The amount to be deposited along with the notice of nomination to any person to the office of directors was Rs.500.

The amount to be deposited along with the notice of nomination to any person to the office of directors has been increased from Rs.500 to Rs. 100000 or such higher amount as may be prescribed.

• At least one women director for prescribed class or classes of companies.• The woman directors is been mentioned in section 149(1) of the companies act 2013

•At least one director shall be a person who has stayed in India for at least 180 days in e previous calendar year.

•Listed companies may have directors 1 directors elected by small companies.

•Separate definition of independent directors is there under section 2 (47) of the companies act 2013.

•Listed company to have at least 1/3rd of the total number of directors as independent directors.

•No. of independent directors for an unlisted company and its subsidiaries will be prescribed by the central government.

INDEPENDENT DIRECTORS

1 •One Person Company:-One Director.

2 •Private Limited Company:-Two Directors.

3 •Public Limited Company:- Three Directors.

RESTICTION ON NUMBER OF DIRECTORSHIPS

Qualifications of a director

The rules governing the appointment are

1. Been allotted a (DIN)2.Signed the memorandum for his qualifications shares from the company and paid or agreed to pay for them.3.Signed and filed with the registrar a written undertaking shares from the company,if any and pay for them.

(1) A person shall not be capable of being appointed director of a company, if 

(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;

(b) he is an undischarged insolvent; (c) he has applied to be adjudicated as an insolvent and his application is

pending; (d) he has been convicted by a Court of any offence involving moral turpitude

and sentenced in respect thereof to imprisonment for not less than six months, and a period of five years has not elapsed from the date of expiry of the sentence;

(e) he has not paid any call in respect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or

(f) an order disqualifying him for appointment as director has been passed by a Court in pursuance of section 203 and is in force, unless the leave of the Court has been obtained for his appointment in pursuance of that section.

Disqualification of a director(section 164)

APPOINTMENT & VACATION OF DIRECTORS

According to compaines act, no body corporate,associtaion or

frim shall be appointed director of a company,and only an

individual shall be so appointed

By the Signatories

of Memorandu

m of association

By the Shareholder

s in the General Meeting

Appointment by Board

of Directors

Appointment by

Proportional Representat

ion

APPOINTMENT OF DIRECTORS

By the signatories of memorandum of association.

By the shareholders in general meeting.

Appointment in case of casual vacancy.Appointment of additional directors.Appointment of alternative directors.Appointment of nominee directors.

4) Appointment by proportional representation

Appointment by board of directors.

(1) The office of a director shall become vacant in case— (a) he incurs any of the disqualifications specified in section 164; (b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of

the Board; (c) he acts in contravention of the provisions of section 184 relating to

entering into contracts or arrangements in which he is directly or indirectly interested; (d) he fails to disclose his interest in any contract or arrangement in which he

is directly or indirectly interested, in contravention of the provisions of section

184; (e) he becomes disqualified by an order of a court or the Tribunal; (f) he is convicted by a court of any offence, whether involving moral turpitude or otherwise and sentenced in respect thereof to imprisonment for not less

than six months:

Vacation of office by director

BY COMPANY

BY THETRIUNAL

REMOVAL OF DIRECTOR

• A director may resign from his office by giving a notice in writing to the company

and the board shall take note of same. The company shall intimate the registrar

and shall also place the fact of registration in the report of the directors laid in the

immediately following the general meeting by the company.

• A director shall also forward a copy of his resignation to the registrar along with

the detailed reason within 30 days of resignation.

• The resignation shall take effect from the date on which the notice is received by

the company or the date specified by the director in the notice, whichever is later.

• The directors who has resigned shall be liable even after his resignation for the

offences which occurred during his tenure.

RESIGNATION BY A DIRECTOR

AS A TRUSTEE

AS AGENTS OF

COMPANY

AS MANAGING PARTNER

AS AN OFFICER

AS AN EMPLOYEE

LEGAL POSITION OF DIRECTORS

GENERAL POWERS VESTED IN BOARD OF DIRECTORS.

SPECIFIC POWERS VESTED IN BOARDPOWERS TO BE EXERCISE ONLY AT BOARD

MEETINGSPOWERS WHICH MUST BE EXERCISED BY

BOARD UNANIMOUSLY

POWERS,DUTIES AND LIABILITIES OF DIRECTORS

STATUTORY DUTIES

GENERAL DUTIES

CORPORATE SOCIAL RESPONSIBILITY

DUTIES OF DIRECTORS

INSPECTING THE PROSPECTUSSIGNING THE PROSPECTUSPRESENTING ANNUAL STATEMENTHOLDING THE STATUTORY MEETING AND

FORWARDING THE REPORT.CONVENING THE GENERAL MEETING.CONVENING THE EXTRA ORDINARY GENERAL

MEETINGDECLARING AND PAYING DIVIDENDPRESENTING ANNUAL ACCOUNTSSENDING COPIES TO REGISTRAR

STATUTORY

LIABILITIES OF DIRECTORS

TOWARDS COMPANY

TOWARDS OUTSIDERS

CRIMINAL LIABILITY

1. For ultra vires act.2. For negligence.3. For committing a breach of trust.4. For trust.

1.For ultra vires act2.As agents3. In relation to allotment4.In respect of allotment from stock exchange

TOWARDS COMPANY

TOWARDS OUTSIDERS

Section 34:Untrue or misleading statements stated in prospectus or where any inclusion or omission of any matter is likely to mislead- Every person who authorizes the issue of such prospectus shall be liable.

Section 36: Knowingly or recklessly making any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any material facts, to induce another person to enter into, or to offer to enter into any agreement: (i)with a view to acquiring, disposing of, subscribing for, or underwriting securities, or (ii) the purpose or the pretended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities, or (iii) with a view to obtain credit facilities from any bank or financial institution. Any person making such promise shall be liable.

CRIMINAL LIABILITY

THANK YOU

MADE BY ANSHIKA AGARWAL