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Company Management: Flow Chart
Company Management: Flow Chart
Company Management: Flow Chart
Flow Chart :-
Fresh Appointment :-
Section 257
Consent for contesting for Directorship
Consent with ROC ( exception)
Non filing a consent utmost an irregularity and cant lead to
vacation of office. Ref :- Lalji Bhai Kapadia vs Lalji Bhai Desai
(1973)
Modes of Appointment
SICA 1985
Nominee Directors
Has become a common phenomenon of Indian Corporate
Scene.
Government, Collaborators, Banks etc.
Usually contained in the contract itself.
Provision has exist in the AOA.
Ref : Perrins & Jeffers
Proportional Representation ( Section 265 )
Example
Cumulative Voting.
Qualifications of a Director
Disqualifications of Directors
Section 274 of the Act provides that :-
1.person found by a competent court to be of unsound
mind.
2. an undischarged insolvent or applied to be
adjudged an insolvent.
3. Not paid any call of shares.
4. Not file the annual account or annual returns for
continuous three fiscal years person found by a
competent court to be of unsound mind.
Power of Directors
Sec. 291 (2) :- BoD can exercise following power behalf of company by
passing resolution.
Managing director
Ratan Tata
Ishaat Hussain
Arun Gandhi
N Soonawala
J J Irani
Krishna Kumar
Syamal Gupta
R Gopalakrishnan
Remuneration as Director - Rs 25
R A Rosling
crore
F K Kavarana
Cyrus Mistry
Position of the Directors
Directors as Agents
Directors as managing
Partners
Directors as Trustees
Directors as employees of the
company
MANAGING DIRECTOR
Exemption :
Section 316 do not apply to,
a) Private co which is not a subsidiary of public co
b) Wholly owned Government co.
Tenure of Appointment (Sec 317)
Exemption :
Section 317 do not apply to,
a) Private co which is not a subsidiary of public co
b) Wholly owned Government co.
.
Remuneration (Sec 309)
a) Is an undischarged insolvent ; or
b) Has at any time within the preceding five years been adjudged as
insolvent ; or
c) Suspends or has suspended within the previous five years
payment to his creditors, or
d) Makes, or has at any time, within the preceding five years made a
composition with his creditors, or
e) Is, or has at any time within preceding five years been convicted
of an offence involving moral turpitude.