Chairman

From the date of meeting minutes should be submitted within 30 days.

Resolution

3 types

 Ordinary resolution – by majority(51%)

 Special resolution – by 3/4th of the share holders.
 Resolution with special notice – resolution notice after giving 14 clear days of notice.

Minutes & Reports:

Minutes are recorded during the meeting.

Minutes will be recorded by company secretary.

Minutes should be signed by the chairman.

Report:

A report is prepared after the meeting.

A report need not be signed by chairman.

A report is not accepted as an evidence in the court of law.

Management of a Company:

Director:

He must be a major, sound mind, must not be disqualified by any other law.

Min Max
Private 2 Unlimited
Public 3 12

In private company all the directors can be elected in one ordinary resolution.

In public company one director can be elected in 1 ordinary resolution.

A person can be a director for only 15 public companies.

Appointment of directors:

Appointment of first director

Appointment of the director by the company

Appointment of the director by BOD
Additional director( for reducing the burden of the director)

Casual Director

Alternative director

Appointment of director by others.

Nominee director(nominated by others like creditors.)

Appointment of director by proportionate representation.

Appointment of director by Central Govt.

Appointment of director by BIFR(Board for Industrial & financial reconstruction)

First director of the company can be appointed by min subscription & by AOA till the first meeting.

Of all the BOD, 1/3rd are called non rotational director and the remaining are called rotational
directors.

1/3rd of the 2/3rd should vacate the office every year.

Reappointing can be done but not compulsory.

Salary of the director 11% of the net profit if that financial year. In case of more profits or others the
salary is 75000 – 150000.

According to sec 314 directors are not employees.

At least 4 BOD meeting should be conducted.

Sitting fees Rs.5000 per meeting excluding travelling and other expenses.