role of directors.pptx

8/10/2019 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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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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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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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

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THANK YOU

role of directors.pptx

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