Who is a director???

As per Section 2(34) of Companies Act

2013 Director means a person
appointed to the Board of a Company.
 BOARD OF
DIRECTORS

ACCORDING TO SEC 149 OF COMPANIES ACT, THE DIRECTORS OF A

COMPANY ARE COLLECTIVELY REFFERED TO AS THE
“BOARD OF DIRECTORS”
 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 12
Approval 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 A company can become a director for only 20
only 15 companies 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 amount to be deposited along with the
the notice of nomination to any person notice of nomination to any person to the
to the office of directors was Rs.500. 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.
 INDEPENDENT DIRECTORS

•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.
RESTICTION ON NUMBER OF DIRECTORSHIPS

• One Person Company:-One Director.

1

• Private Limited Company:-Two Directors.

2

• Public Limited Company:- Three Directors.

3
 (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.
 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 By the
Signatories of Shareholders
Memorandum in the General
of association Meeting

Appointment
Appointment
by
by Board of
Proportional
Directors
Representation
 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

 (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:
 BY BY THE
COMPANY TRIUNAL
 RESIGNATION BY A
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.
 AS AGENTS AS
AS A
OF MANAGING
TRUSTEE
COMPANY PARTNER

AS AN AS AN
OFFICER EMPLOYEE
 GENERAL POWERS VESTED IN BOARD OF
DIRECTORS.
 SPECIFIC POWERS VESTED IN BOARD
 POWERS TO BE EXERCISE ONLY AT BOARD
MEETINGS
 POWERS WHICH MUST BE EXERCISED BY BOARD
UNANIMOUSLY
 STATUTORY
DUTIES

GENERAL
DUTIES

CORPORATE
SOCIAL
RESPONSIBILITY
 STATUTORY

 INSPECTING THE PROSPECTUS

 SIGNING THE PROSPECTUS
 PRESENTING ANNUAL STATEMENT
 HOLDING THE STATUTORY MEETING AND
FORWARDING THE REPORT.
 CONVENING THE GENERAL MEETING.
 CONVENING THE EXTRA ORDINARY GENERAL
MEETING
 DECLARING AND PAYING DIVIDEND
 PRESENTING ANNUAL ACCOUNTS
 SENDING COPIES TO REGISTRAR
 CRIMINAL
LIABILITY
TOWARDS
OUTSIDERS

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

TOWARDS OUTSIDERS
 1.For ultra vires act
 2.As agents
 3. In relation to allotment
 4.In respect of allotment from stock exchange
 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.