DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENT
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Directors are responsible for governing a company and acting as agents between the company and its shareholders. They can be appointed through articles of association, by shareholders in a general meeting, by other directors or third parties, or by the central government. Directors have fiduciary duties to use reasonable care and act honestly in managing the company's affairs. A director can be disqualified for being personally insolvent, an undischarged bankrupt, or disqualified by a court for dishonest acts. Common reasons for disqualification include failing to file annual reports or repay deposits, dividends, or debentures on time.
![AAppppooiinnttmmeenntt ooff DDIIRREECCTTOORRSS
The appointment of directors is accordingly regulated by the
act.
Directors may be appointed in following ways:-
By the articles of association as regard first directors [sec.
254]
By the company in general meeting [sec. 255, 264]
By the directors [sec. 260 , 262 , 313]
By third parties [sec. 255]
By the central government [sec. 408]](https://image.slidesharecdn.com/lab2-141117120659-conversion-gate01/85/DIRECTOR-POSITION-DISQLALIFICATION-AND-APPOINMENT-4-320.jpg)
![AAppppooiinnttmmeenntt bbyy tthhee ccoommppaannyy
[[SSeeccttiioonn 225555 ttoo 225577 ,, 226633 ,, 226644]]
Appointment of subsequent directors is made at every annual general
meeting of the company.
Section 255 provides that not less than two third of the total number of
directors of a public company or a private company must be appointed
by the company in general meeting.](https://image.slidesharecdn.com/lab2-141117120659-conversion-gate01/85/DIRECTOR-POSITION-DISQLALIFICATION-AND-APPOINMENT-5-320.jpg)
DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENT
- 1. LLAABB PPRREESSEENNTTAATTIIOONN DARSHAN BHORANIYA PRATIK DATTAN PIMR MARETING –A TOPIC- COMPANY DIRECTOR APPOINMENT, POSITION, DISQUALIFICATION
- 2. WWhhoo iiss tthhee DDIIRREECCTTOORR???? Acc. To the Sec.2(13) of INDIAN COMPNIES ACT 1956, ”Director includes any person occupying the position of the director by whatever name called” Director may be defined as an individual who directs , controls or manages the affairs of the company. The directors of the company collectively are referred to as the “board of directors” or “board”
- 3. IInnttrroodduuccttiioonn ooff ddiirreeccttoorr A corporation has neither a mind nor a body of its own. This makes it necessary that the company’s business should be entrusted to some Human agents. The Company is governed by the broad Policies formulated by Board of Directors which requires ethical behavior coupled with honesty.
- 4. AAppppooiinnttmmeenntt ooff DDIIRREECCTTOORRSS The appointment of directors is accordingly regulated by the act. Directors may be appointed in following ways:- By the articles of association as regard first directors [sec. 254] By the company in general meeting [sec. 255, 264] By the directors [sec. 260 , 262 , 313] By third parties [sec. 255] By the central government [sec. 408]
- 5. AAppppooiinnttmmeenntt bbyy tthhee ccoommppaannyy [[SSeeccttiioonn 225555 ttoo 225577 ,, 226633 ,, 226644]] Appointment of subsequent directors is made at every annual general meeting of the company. Section 255 provides that not less than two third of the total number of directors of a public company or a private company must be appointed by the company in general meeting.
- 6. AAPPPPOOIINNTTMMEENNTT BBYY CCEENNTTRRAALL GGOOVVEERRNNMMEENNTT The central government has the power under section 408 to appoint directors on an order passed by the tribunal (earlier company law board) to effectively safeguard the interest of the company or its shareholders or the public interest to prevent mismanagement.
- 7. Legal Position ooff DDiirreeccttoorrss iinn IInnddiiaa AA DDiirreeccttoorr iiss aann aaggeenntt ooff tthhee CCoommppaannyy ffoorr tthhee ccoonndduucctt ooff tthhee bbuussiinneessss ooff tthhee ccoommppaannyy.... AAss aaggeennttss oorr ooffffiicceerrss ooff tthhee CCoommppaannyy,, ddiirreeccttoorrss hhaavvee aa ffiidduucciiaarryy rreellaattiioonn wwiitthh tthhee CCoommppaannyy aanndd iittss sshhaarreehhoollddeerrss.. DDiirreeccttoorrss aarree bboouunndd ttoo uussee ffaaiirr aanndd rreeaassoonnaabbllee ddiilliiggeennccee iinn ddiisscchhaarrggiinngg tthhee dduuttiieess aanndd ttoo aacctt hhoonneessttllyy,, hhaavviinngg llooyyaall ttoo tthheeiirr kknnoowwlleeddggee aanndd eexxppeerriieennccee..
- 8. PPoossiittiioonniinngg rroollee iinn aa ccoommppaannyy Attend at least one of the two meetings of the Board each year, one of which is held in conjunction with the annual conference. Attendance at both meetings is highly desirable. Participate in monthly different conference & company meeting. Be a member of and participate in the activities of at least one of the working committees of the Board.
- 9. Attend the annual conference. Participate in online Board discussions in at imely manner. Participate in content development for website and/or annual conference.
- 10. Who is disqualified by company act. (1) personally insolvent, (2) an undischarged bankrupt, (3) disqualified by a court order for implication in dishonesty or fraud
- 11. i disqualifications inn aa ppuubblliicc && ppvvtt.. ccoommppaannyy which he or she is a Director, has failed to file annual accounts and annual returns or has failed to repay its deposits or interest thereon or redeem its debentures on the due date or pay dividends declared.
- 12. LIST OF DIRECTORS DISQUALIFIED UU//SS 227744 ((11)) ((GG)) OOFF CCOOMMPPAANNIIEESS AACCTT 11995566 aass oonn 2255--0033--22001144 ARYAN AVENUES LIMITED- Hyderabad RASANDIK ENGINEERING INDUSTRIES INDIA LIMITED- delhi ELAN DIAMOND TOOLS LTD – chennai GENERA AGRI CORP LIMITED –Hyderabad K.S.OILS LIMITED-Gwalior POORVA POWERGENCO LIMITED - Chennai ACROPETAL TECHNOLOGIES - banglore
- 13. RReeaassoonn ffoorr DDiissqquuaalliiffiiccaattiioonn Fail in Filing Annual Accounts and Returns If a company has failed to repay any deposit fails to repay any deposit, interest, dividend, fails to redeem its debentures continuing to trade to the detriment of creditors at a time when the company was insolvent failure to prepare and file accounts or make returns to Companies House failure to submit tax returns or pay over to the Crown tax or other money due