Professional Documents
Culture Documents
Directors
Directors
Directors
AUDITORS
Presented by
Qualifications to be MD
1. Min age 21 yrs, Max age 70 yrs
2. Not insolvent
3. Not convicted and jailed for 6 months or more
Appointment of MD
1. Obtain Consent and Declaration of the person to be appointed as
MD
2. Meeting of Nomination and Remuneration Committee: This is a
committee of certain directors who decide the
remuneration of KMP
3. Meeting of BOD: Initially MD can be appointed by BOD.
A person can be MD for a max of 2 companies. If the
person to be appointed is already MD of another
company, then all the directors present in the BOD
meeting must approve the appointment.
4. Approval at GM: The MD appointed at BOD meeting
must be approved by shareholders at the next GM.
5. Form MR-1: The appointment of MD must be filed with
RoC in MR-1 within 60 days of appointment
6. Making Necessary entries in Statutory Registers: Company
shall make necessary entries in the Register of Director
and Key Managerial Personals
Term of Managing Director:-
• A person can be appointed as a Managing Director
not for a period more than 5 years at the
appointment.
• However, it can be extended after the completion of
the term.
INDEPENDENT DIRECTORS
Section 149(6)- Independent Director, means a
director other than a managing director or a whole
time director or a nominee director -
(a) who, in the opinion of the Board, is a person of
integrity and possesses relevant expertise and
experience;
(b) who is or was not a promoter of the
company or its holding, subsidiary or
associate company;
20 companies, excluding
one person companies,
dormant companies
small companies and
private companies having paidup share capital
less than ₹100 crore
12) SEC 144 disqualification - prescribes certain
services not to be rendered by the auditor
(i) accounting and book keeping services;
(ii) internal audit;
(iii) design and implementation of any financial
information system;
(iv) actuarial services;
(v) investment advisory services;
(vi) investment banking services;
(vii) rendering of outsourced financial services;
(viii) management services;
Rights of Auditors