2 DIRECTORA DIRECTOR IS A PERSON WHO IS RESPONSIBLE FOR DIRECTING OR CONTROLLING THE POLICY OR MANAGEMENT OF A COMPANY.
3 BOARD OF DIRECTORSThe ‘BOARD’ is the apex governing body of a company. A company board is its ‘brain’, all the companies actions are planned by its Board.
4 Qualification of Directors A director must acquire the qualification shares.A director must give written consent.Only individuals can be directors.
5 Number of DirectorsA public company shall have at least three directors.Every other company shall have at least two directors.
6 Appointment of Directors By the Signatories of Memorandum of associationBy the Shareholders in the General MeetingAppointment by Board of DirectorsAppointment by Proportional RepresentationAppointment by Third PartiesAppointment by Central Government
7 Legal Position of Directors Directors as a TrusteeDirectors as Agents of CompanyDirectors as a Managing Partner of the CompanyDirectors as an Officer of the CompanyDirectors as an Employee of the Company
8 Vacation of Office by Directors On not Taking Qualification SharesOn being Adjudged of Unsound MindOn being Adjudged as InsolventOn being ImprisonedOn Removal from OfficeOn becoming Disqualified
9 Powers of Directors or Board of Directors General PowersInspect the books of account of the companyIssue notices of the company’s meetingsReceive his remunerationAttend the meetings of the company’s Board of DirectorsSpecific PowersIssue debenturesInvest the funds of the companyMake loans on behalf of the company
10 Duties of Directors Inspecting the Prospectus Signing the Prospectus Presenting the Annual StatementHolding the Statutory Meeting and Forwarding the Statutory ReportConvening of General MeetingDeclaring and Paying DividendPresenting the Annual AccountsSending Copies to Registrar
11 Liabilities of Directors Liability Towards CompanyLiability of Ultra- Vires ActsLiability for NegligenceLiability for FraudLiability Towards OutsidersLiability for Ultra- Vires ActsLiability as AgentsLiability in Relation to Allotment