Presentation on theme: "DIRECTORS – APPOINTMENT,POWER AND LEGAL POSITION."— Presentation transcript:
DIRECTORS – APPOINTMENT,POWER AND LEGAL POSITION
DIRECTOR A DIRECTOR IS A PERSON WHO IS RESPONSIBLE FOR DIRECTING OR CONTROLLING THE POLICY OR MANAGEMENT OF A COMPANY.
BOARD OF DIRECTORS The ‘BOARD’ is the apex governing body of a company. A company board is its ‘brain’, all the companies actions are planned by its Board.
Qualification of Directors A director must acquire the qualification shares. A director must give written consent. Only individuals can be directors.
Number of Directors A public company shall have at least three directors. Every other company shall have at least two directors.
Appointment of Directors By the Signatories of Memorandum of association By the Shareholders in the General Meeting Appointment by Board of Directors Appointment by Proportional Representation Appointment by Third Parties Appointment by Central Government
Legal Position of Directors Directors as a Trustee Directors as Agents of Company Directors as a Managing Partner of the Company Directors as an Officer of the Company Directors as an Employee of the Company
Vacation of Office by Directors On not Taking Qualification Shares On being Adjudged of Unsound Mind On being Adjudged as Insolvent On being Imprisoned On Removal from Office On becoming Disqualified
Powers of Directors or Board of Directors General Powers Inspect the books of account of the company Issue notices of the company’s meetings Receive his remuneration Attend the meetings of the company’s Board of Directors Specific Powers Issue debentures Invest the funds of the company Make loans on behalf of the company
Duties of Directors Inspecting the Prospectus Signing the Prospectus Presenting the Annual Statement Holding the Statutory Meeting and Forwarding the Statutory Report Convening of General Meeting Declaring and Paying Dividend Presenting the Annual Accounts Sending Copies to Registrar
Liabilities of Directors Liability Towards Company Liability of Ultra- Vires Acts Liability for Negligence Liability for Fraud Liability Towards Outsiders Liability for Ultra- Vires Acts Liability as Agents Liability in Relation to Allotment