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.
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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