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PREPARED BY:

AAYUSHI BAROT(08)

NEHAL PATEL (63)

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CONSTITUTION OF BOD

The company being an artificial person carries on its activities and business

through individuals called directors.

The directors of a company collectively are referred to as Board of

Directors or Board.

No. of Directors

Amendment Act, 2000 (Small Shareholders)

(A)A paid up capital of 5 crore rupees or more

(B)One thousand or more small shareholders

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DIRECTOR IDENTIFICATION NUMBER(DIN)

The Central Government allot to any individual intending to be appointed

as director or to any existing director of a company for the purpose of his

identification.

An individual shall make an application to the central govt. for allotment of

DIN.

FIRST DIRECTORSThe subscribers of the memorandum who are individuals, shall be deemed

to be the directors of the company

[Sec 254]

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APPOINTMENT IN GENERAL MEETING

Directors shall be appointed by the company in the general meeting

[Sec 255]

Appointed by election.

RIGHT OF PERSONS TO STAND FOR

DIRECTORSHIP [Sec 257]

A person who is not a retiring director shall be eligible for

appointment to the office of a director at any general meeting.

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APPOINTMENT IN BOARD MEETINGS

[Sec 262, 260 & 313]

Casual Vacancies (262)

- Arises when the office of any director appointed by the company in a

general meeting is vacated before his term of office expires in the normalcause

- Arises by reason of death, resignation or disqualification

Additional Directors (260)

- Up to the date of the next general meeting

Alternate Directors (313)

- The BOD if so authorised by the articles or by the resolution passed by the

company in the general meeting, appoint an alternate director act for the

original director during his absence for a period of not less than 3 months.

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POWERS OF APPOINTMENT BY

CENTRAL GOVT.They appoint such number of persons as the company Law Board

may, by order in writing, specify as being necessary to safeguard the

interests of the company or its shareholders or the public interests to

hold office as directorsNot exceeding 3 years or any one occasion as it may think fit,

If the company Law Board

A) on a reference to it by the Central Govt.

B) on an application of not less than 100 members of the companyC) of the members of the company holding not less than one-tenth of

the total voting power therein

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APPOINTMENT BY PROPORTIONAL

REPRESENTATION [Sec 255(1) & 265]

Unless the articles for the retirement of all directors at every

annual meeting, not less than two-thirds of the total number of

directors of the public company, or of a private company whichis a subsidiary of a public company, shall

- Be person, whose period of office is liable to determination by

retirement of directors by rotation and

- Be appointed by the company in general meeting

The appointments must be made once in every 3 years

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CONSENT OF DIRECTORSHIP The director shall sign and file with the company if appointed.

Consent in writing to act as a director need not be filled in the following

cases:

- A person other than a director re-appointed after retirement by rotation orimmediately on the expiry of his term of office

- An additional or alternative director, or a person filling a casual vacancy in

the office of a director

- A person named as a director of the company under its articles as first

director- A person who is appointed as a director of a private limited company

Not applicable to a private company unless it is a subsidiary of a public

company.

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SHARE QUALIFICATION OF A

DIRECTOR

Meaning

Duty (to hold a specified share qualification)

Nominal value of the qualification shares (

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Signed and filled with the registrar a consent in writing

Provisions shall not applied to-

- A company not having share capital

- A private company

- A company which was a private company before becoming a

public company

RESTRICTIONS ON APPOINTMENT OF

DIRECTORS

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NUMBER OF DIRECTORSHIP

[Sec 275 to 279]Not more than 15 companies at the same time as director

The appointment shall become void on the expiry of 15 days if he

is already holding the office of director in 15 companies and is

appointed as a director of any other company.

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END TO DIRECTORSHIP Disqualification

Removal

Retirement Vacation from office

Resignation

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DISQUALIFICATION Unsound mind

Insolvent

Fail to pay call

Fraud

Already director

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REMOVAL By shareholder

By Central government

By company law board

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RETIREMENTBy rotation

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VACATION FROM OFFICE Fail to hold share qualification

Unsound mind

Insolvent

Fails to pay call of share

Absent from meeting

Disqualified by court

Remove before expiry

Resign

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RESIGNATION By tendering a letter of resignation.

Personal reasons,

To resolve a conflict of interests,

At the request of the chairman

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