Download as ppt, pdf, or txt
Download as ppt, pdf, or txt
You are on page 1of 3

Company Management: Directors

Statutory Definition: 2(13): Director includes any person occupying the position of director by whatever name called.
Functional definition: Sir George Jessel It doesn't matter what you call them so long as you understand what the true position is, which is that they are commercial men managing a trading concern for the benefits of themselves and all other shareholders.

Re Forest of Dean Forrest Mining Co.

Only individual can be appointed as directors(Sec-253)


Executive/Inside Directors are directors associated with day to day functioning of the company and receive remuneration: MD, CEO, Executive Director, etc. Non-Executive/Outside Directors: don't get remuneration but receive sitting fee. eg.: Professional directors,Nominee Directors, Statutory Directors etc. Minimum Number of Director: Every Public Company must have atleast Three Directors and every Private Company must have atleast Two Directors.(Sec-252) The Act doesn't prescribe the maximum no. of directors. The Articles usually fix the minimum and maximum no. of Directors. Within the limits of Articles, the company can increase or decrease the number of directors by passing an ordinary resolution

In Case of Public Company if the number of directors is to be increased beyond 12, the company has to pass an ordinary Resolution and take approval from the Central Govt.
In case of Public Company having paidup capital of Rs.5 Crores or more, one thousand or more small shareholders may have a directors elected by such small shareholders in a manner as may be prescribed. Sec-252(1)

Small Shareholder means holding less shares of nominal value less than Rs.20,000/DIN(Director Identification Number): As per Companies (Directors Identification Number) Rules 2006, w.e.f 01-112006, every existing director or intended director of a company is required to apply for DIN in Form No. DIN-1, electronically.

You might also like