role of directors.pptx

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    DIRECTORSUNDER

    COMPANIESACT2013

    Submitted By:

    Arpan Jain(2014A11)

    Ashish Jindal(2014A12)

    Binay Shah(2014A15)

    Jatin Panchi

    (2014A25)

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    Index

    Definition

    Positions Held by Director

    Changing State of Directors

    Duties of Director

    Power of Director

    Appointment /Removal & Resignation

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    DIRECTOR means a director appointed to theBoard of a Company. 2(34)

    BOARD OF DIRECTORS or BOARD, in

    relation to a company, means the collective body of

    the directors of the Company. 2(1)(10)

    DEFINITION

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    POSITIONSHELDBYDIRECTOR

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    Managing Director/

    Whole timeDirector /Manager Officer in Default /Key

    Managerial Person

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    MANAGING DIRECTOR

    - Director by virtue ofArticles/Agreement/ShareholdersResolution

    Entrusted with the Substantial powers of Management

    of the Company

    Includes a director occupying the position of Managing

    Director, by whatever name called

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    In respect of contravention, director who is aware of

    such contravention

    By virtue of receipt of proceedings of the

    Board

    Participation in such proceeding without

    objection

    Because of his consent for the same

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    key managerial personnel, in relation to a company,

    means

    the Chief Executive Officer or the managing director or

    the manager;

    the company secretary;

    the whole-time director;

    the Chief Financial Officer; and

    such other officer as may be prescribed;

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    CHANGINGSTATEOFDIRECTORS

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    Change in Law Concerning Directors:

    With the new Companies Act, the law has become more stringent for private

    companies than for public companiesAs per Section 149(1): Every Company shall have a Board of Directors Consisting of

    Individuals as director .

    Minimum No. of Directors as per Section 149(1)(a):

    1.Three in case of Public Company.

    2.Two in case of Private Company.

    3.One in case of One Person Company.

    Maximum 15 Directors

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    Change in Law Concerning Directors:

    INDEPENDENT DIRECTORS:

    Independent Director: Independent Director is for the first time introduced in

    the Companies Act, 2013 under section 149(6) .

    a. Listed Public Company to have at least 1/3rd of the total number of

    directors as independent directors.

    b. No. of Independent Director for unlisted Company and its subsidiaries will

    be prescribed by Central Government.

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    Change in Law Concerning Directors:

    Requirements to be fulfilled as an Independent Director:

    (1)Is a person of integrity and possessesrelevant expertise and experience;

    (2) who is or was not a promoter of the company or its holding, subsidiary or

    associate company.

    (3) who is not related to promoters or directors in the company, its holding,

    subsidiary or associate company.

    (4) who has or had no pecuniary relationship with the company, its holding,

    subsidiary or associate company, or their promoters, or directors, during the two

    immediately preceding financial years or during the current financial year.

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    25

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    25.

    DUTIESOFDIRECTORS

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    DUTIESOFDIRECTORS

    A director shall not involve in a situation in which he may have adirect or indirect interest that conflicts, or possibly may conflict,

    with the interest of the company

    A director shall not achieve or attempt to achieve any undue

    gain or advantage either to himself or to his relatives, partners,

    or associates

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    MISREPRESENTATIONINPROSPECTUS

    APPOINTMENT

    &VACATION OFDIRECTORS

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    Appointment of Managing Director, Whole Time Director

    or Manager to now be approved by special resolution in a

    General Meeting compared to the earlier provision

    requiring Ordinary Resolution

    If appointment is not in accordance with Schedule V of the

    Act, then approval of Central Government is also required.

    Whole Time Director shall not be appointed for a period of

    more than 5 years

    Provisions to apply to Private Companies as well

    APPOINTMENTOF MD/WTD

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    The appointment of Independent Director to be approved

    by the Company in general meeting

    Board may appoint Additional, Alternate & Nominee

    Director as the case may be

    APPOINTMENTOF OTHERDIRECTORS

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    DISQUALIFICATION& VACATION

    VACATION OF OFFICE OF DIRECTOR

    Director to vacate his office if he fails to attend all Board

    Meetings for a consecutive period of 12 months as opposed to

    previous provision prescribing a 3 month period. This even

    when the leave of absence has been granted.

    If all directors have vacated the office, the promoter shall

    appoint minimum number of members

    And if that is not possible, the Central Government may

    appoint Directors till the Company makes appointment in a

    General Meeting

    35

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    35.

    THANK YOU