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    Unit Iii

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    Sanjay Das
    Directors are responsible for managing a company and directing its affairs. There are different types of directors with varying roles and responsibilities. A director must be appointed to the board of a company. Public and private companies must have a minimum of 3 and 2 directors respectively. At least one director must be a woman on the boards of listed companies and other large public companies. Director roles include ordinary, managing, whole-time, alternate, professional, independent, and nominee directors.

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    Unit Iii

    Uploaded by

    Sanjay Das
    18 views7 pages
    Directors are responsible for managing a company and directing its affairs. There are different types of directors with varying roles and responsibilities. A director must be appointed to the board of a company. Public and private companies must have a minimum of 3 and 2 directors respectively. At least one director must be a woman on the boards of listed companies and other large public companies. Director roles include ordinary, managing, whole-time, alternate, professional, independent, and nominee directors.

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    UNIT III

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    Directors are responsible for managing a company and directing its affairs. There are different types of directors with varying roles and responsibilities. A director must be appointed to the board of a company. Public and private companies must have a minimum of 3 and 2 directors respectively. At least one director must be a woman on the boards of listed companies and other large public companies. Director roles include ordinary, managing, whole-time, alternate, professional, independent, and nominee directors.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    18 views7 pages

    Unit Iii

    Uploaded by

    Sanjay Das
    Directors are responsible for managing a company and directing its affairs. There are different types of directors with varying roles and responsibilities. A director must be appointed to the board of a company. Public and private companies must have a minimum of 3 and 2 directors respectively. At least one director must be a woman on the boards of listed companies and other large public companies. Director roles include ordinary, managing, whole-time, alternate, professional, independent, and nominee directors.

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    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    of 7

    UNIT III

    CORPORATE LAW

    -SANJAY DAS
    WHO IS A DIRECTOR?
    According to Section 2(34) of the Companies Act,2013,
    “director “ means a director appointed to the Board of a
    company.
    Directors is also used to mean the ‘Board of Directors’. The
    Board directs, controls, manages and superintends the affairs
    of a company.

    Numbers of Directors :
    PUBLIC COMPANY PRIVATE COMPANY ONE PERSON
    COMPANY
    MINIMUM NO. OF 3 2 1
    DIRECTORS
    MAXIMUM NO OF 15 15 15
    DIRECTORS
    WOMAN DIRECTOR
    Under Rule 3 of Companies (Appointment and Qualification of
    Directors) Rules, 2014 , the following companies shall appoint
    atleast ONE WOMAN DIRECTOR.
    Woman Directors

    At least one director in

    Every Listed Company Every Public Company

    Paid up share capital of 100 OR Turnover of 300


    crore rupees or more crore or more
    TYPES OF DIRECTORS
    1. Ordinary Directors: Ordinary Directors who are also referred to as
    simple director who attend board meeting of a company and
    participate in the matters put before the board. These directors are
    neither whole time directors nor managing directors.
    2. Managing Director: Managing Director means a director who, by virtue
    of the articles of a company or an agreement with the company or a
    resolution passed in its general meeting, or by its Board of Directors, is
    entrusted with substantial powers of management of the affairs of the
    company and includes a director occupying the position of managing
    director, by whatever name called.
    3. Whole-Time Director/Executive Director: A Whole-time executive
    Director includes a director in the whole-time employment of the
    company.
    4. Alternate director: The board meeting may be held at a time when a
    director is, absent for a period of more than 3 months from the state
    and in such a situation, and alternate director is appointed. The board
    of director can appoint additional director in the absence for director if
    so authorised by articles or by resolution passed by the company in
    general meeting. The alternate director shall work until the original
    director written or up to the period permitted to the original director.
    5. Professional Directors: Any Director possessing professional qualifications
    and do not have any pecuniary interest in the company are called as
    “professional directors. In big size companies , sometimes the board appoints
    professionals of different fields as directors to utilise their expertise in the
    management of the company.

    6. Independent Directors: An independent director is a director of a board of


    directors who does not have a material or pecuinary relationship with
    company or related person, except sitting fees.
    Independent Directors

    Every Listed Company Every public Company

    Paid up share capital Turnover of Rs 100


    Rs 10 crore or more Atleast 2 Independent crore
    directors
    Who can be an Independent Director
    • A person who is not a Managing Director nor Whole-time director
    nor Nominee director;
    • A person with relevant experience, expertise and integrity in the
    opinion of board of Directors.The person may be having
    experience in the line of business in which the company is
    engagedand others may have experience in the fields such as law,
    finance , economic, management, business ,trade, commerce.
    • A person who neither was nor the promoter of the company nor
    its holding or subsidiary or associate company.
    • A person who neither was nor has any pecuniary relationship
    with the company , its holding ,subsidiary or associate company
    or their promoters or directors during the preceeding two
    financial years or during the current financial year
    7. Nominee directors: Person who acts as a non-executive director on
    the board of directors of a company on behalf of another person
    8. Additional Director: Additional directors are appointed by the
    Board between two general meetings subject to the provisions of
    the Articles of Association of a company. Additional directors shall
    hold office only upto the date of next annual general meeting of
    the company.
    9. Small Shareholder Director: Small Shareholder means a
    shareholder holding shares of nominal value of Rs 20,000 or less in
    a public company.
    Small shareholders may have directors-
    Public company having-
    (a) A paid up capital of Rs 5 crore rupees or more
    (b) One thousand or more small shareholders may,have a director
    elected by such small shareholders in the manner as may be
    prescribed.

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