DIRECTOR

•A DIRECTOR
IS A PERSON WHO IS RESPONSIBLE
FOR DIRECTING OR CONTROLLIN THE POLICY OR
MANAGEMENT OF A COMPANY…….

• DIRCETOR IS A PERSON WHO IS OCCUPYING THE

POSTION OF DIRECTOR, AS DEFINED IN SETION
2(34), “DIRECTOR MEANS A DIRECTOR
APPOINTED TO THE BOARD OF A COMPNY”…..
NUMBER OF DIRECTORS

 EVERY PUBLIC COMPANY MUST HAVE AT LEAST THREE

DIRECTOR..
 EVERY PRIVATE COMPANY MUST HAVE AT LEAST TWO
DIRECTORS.
 ONE PERSON COMPANY MUST HAVE ONE DIRECTOR…
 THE ACT FIXES MAXIMUM NUMBER OF DIRECTORS TO BE 15.. A
COMPANY MAY APPOINT MORE THAN 15 DIRECTORS AFTER
PASSING A SPECIAL RESOLUTION…
QUALIFICATIONS OF DIRECTORS

 A DIRECTOR MUST ACQUIRE THE QUALIFICATION SHARES…

 A DIRECTOR MUST GIVE WRITTEN CONSENT…

 ONLY INDIVIDUALS CAN BE DIRECTORS…

APPOINTMENT OF DIRECTOR

 BY THE COMPANY AT GENERAL MEETING…(SECS.152,161,162)…

 APPOINTMENT BY CENTRAL GOVERNMENT…
 APPOINTMENT BY BOARD OF DIRECTORS…(SEC 161)…
 BY THE THIRD PARTIES…(SEC 152)…
 BY THE SMALL SHAREHOLDERS…
LEGAL POSTION OF DIRECTORS

 DIRECTORS AS A TRUSTEE…
 DIRECTORS AS A 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…
POWERS OF DIRECTORS
 GENERAL POWERS
 INSPECT THE BOOKS OF ACCOUNT OF THE COMPANY…
 ISSUE NOTICES OF THE COMAPANY’S MEETING…
 RECEIVE HIS REMUNERATION….
 ATTEND THE MEETINGS OF THE COMPANY ‘S BOARD OF
DIRECTORS.

 SPECIFIC POWERS
 ISSUE DEBENTURES…
 INVEST THE FUNDS OF THE COMPANY…
 MAKES LOANS ON THE BEHALF OF COMPANY…
DUTIES OF DIRECTORS

 PRESENTING THE ANNUAL STATEMENT…

 DECLARING AND PAYING DIVIDEND…
 PRESENTING THE ANNUAL ACCOUNTS…
 SENDING COPIES TO REGISTRAR…
 SIGNING THE PROSPECTUS…
LIABILITIES OF DIRECTORS

 LIABILITY TOWARDS COMPANY

 LIABILITY OF FRAUD…
 LIABILITY FOR NEGLIGENCE…

 LIABILITY TOWARDS OUTSIDERS

 LIABILITY AS AGENTS…
 LIABILITY IN RELATION TO ALLOTMENT…
REMOVAL OF DIRECTORS

 REMOVAL BY SHAREHOLDERS OF COMPANY…

 REMOVAL BY THE TRIBUNAL…
 RESIGNATION BY DIRECTORS…