LAB PRESENTATIONLAB PRESENTATION

DARSHAN BHORANIYAPRATIK DATTAN

PIMR MARETING –A

TOPIC- COMPANY DIRECTOR APPOINMENT, POSITION,

DISQUALIFICATION

Who is the DIRECTOR??Who is the DIRECTOR??

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”

Introduction of directorIntroduction of directorA 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.

Appointment of DIRECTORSAppointment of DIRECTORS

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]

Appointment by the companyAppointment by the company[Section 255 to 257 , 263 , 264][Section 255 to 257 , 263 , 264]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.

APPOINTMENT BY APPOINTMENT BY CENTRAL GOVERNMENTCENTRAL GOVERNMENT

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.

Legal Position of Directors in India Legal Position of Directors in India

A Director is an agent of the Company for the conduct of the business A Director is an agent of the Company for the conduct of the business

of the company.. As agents or officers of the Company, of the company.. As agents or officers of the Company,

directors have a fiduciary relation with the Company and its directors have a fiduciary relation with the Company and its shareholders. shareholders.

Directors are bound to use fair and reasonable diligence in discharging Directors are bound to use fair and reasonable diligence in discharging the duties and to act honestly,the duties and to act honestly,

having loyal to their knowledge and experience. having loyal to their knowledge and experience.

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.

Positioning role in a companyPositioning role in a company

Attend the annual conference.

Participate in online Board discussions in at imely manner.

Participate in content development for website and/or annual conference.

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

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.

disqualifications in a public & pvt. disqualifications in a public & pvt. companycompany

LIST OF DIRECTORS DISQUALIFIED U/S 274 (1) (G) OF LIST OF DIRECTORS DISQUALIFIED U/S 274 (1) (G) OF COMPANIES ACT 1956 as on 25-03-2014COMPANIES ACT 1956 as on 25-03-2014

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

Reason for Disqualification Reason for Disqualification 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 debenturescontinuing 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