Director

The directors are responsible for

contemplating and determining the general
policy of management and directing the
company’s business in the best manner
possible.
Appointment of directors
1. First director (sec 152)
2. Appointment by share holders
I. Retiring rotation director (sec 152)
II. Fresh candidate (sec 160)
III. SSD (Small Shareholder Director) (sec 151)

3. Appointment by board of directors.

IV. Additional director (sec 161) (1)
Appointment of directors
II. Alternate director (sec 161) (2)
III. Nominee director (sec 161) (3)
IV. Casual vacancy Director (sec 161) (4)
Reason for Director Removal

 If they commit any of the acts that are

prohibited by the Companies Act.
 If they miss more than 3 consecutive board

meetings.
 If they make agreements or contracts that are

against Section 184 of the Companies Act.

 If they are disqualified by a court or tribunal

order.
Types of directors
 Alternate directors
 Nominee directors
 Whole time directors
 Small shareholders directors
 Managing director
 Additional director
Duties of director
 Act within their powers. ...
 Promote the success of the company. ...
 Exercise independent judgement. ...
 Exercise reasonable care, skill and
diligence. ...
 Avoid conflicts of interest. ...
 Not accept benefits from third parties. ...
 Declare interests in transactions or
arrangements.
DUTIES OF DIRECTORS
 Inspecting the prospects
 Presenting the annual statement
 Holding the statutory meeting and forwarding

the statutory report

 Convening of general meeting
 Declaring the paying dividend
 Presenting the annual accounts
 Sending copies to registrar
POWER OF DIRECTORS
 General power
• inspect the books of account of the
company
• Issue notices of the company’s meeting
• Attend the meetings of the company’s board

of directors.
 Specific power
• Issue debenture
• Invest the fund of the company
• Make loan on behalf of the company.
THANK YOU