3. Introduction to Directors
An artificial person
Needs management to
Follow orders of owners
Needs humans for day
To day tasks
Characteristics of a company
4. Introduction to Directors
Provisions to appoint directors
ONLY AN
INDIVIDUAL
CAN BE
APPOINTED
LOWER AND
UPPER LIMIT OF
THE NUMBER OF
DIRECTORS IS
TO BE FOLOWED
ATLEAST ONE
WOMEN
DIRECTOR
ATLEAST ONE
DIRECTOR MUST
BE RESEDENT OF
INDIA ATLEAST 1/3rd
OF THE
DIRECTORS
MUST BE
INDEPENDENT
A SINGLE
PERSON CAN BE
A DIRECTOR OF
LIMITED
COMPANIES
9. Board of directors
To manage
To appoint
To declare dividends
To start legal
proceedings
To issue securities
P
O
W
E
R
10. GENERAL POWER
The board of directors of a company enjoy all such powers
as enjoyed by the company itself. This means that powers
of the board of directors are co-extensive with those of
the company.
POWERS OF DIRECTORS
14. POWERS OF DIRECTORS
SPECIFIC POWERS
POWER TO-
Make calls on shareholders
Authorise buy-back of shares
Issue securities in or outside india
Borrow money
Invest funds of company
Grant loans
Approve financial statements
Diversify business of the company
Approve amalgamation, merger or
reconstruction
Acquire another company
16. DUTIES OF DIRECTORS
02
GENRAL
DUTIES
01
STATUTORY
DUTIES
Directors need to be
aware that they are
personally subject to
statutory duties in
their capacity as
directors of a
company.
Directors need to be
aware that they are
personally subject to
general duties in their
capacity as directors
of a company.
18. 02
GENRAL
DUTIES
01
STATUTORY
DUTIES
Directors need to be
aware that they are
personally subject to
statutory duties in
their capacity as
directors of a
company.
Directors need to be
aware that they are
personally subject to
general duties in their
capacity as directors
of a company.
DUTIES OF DIRECTORS
21. MEANING
As per section 2(78) of the Companies Act
2013 remuneration define as any money or its
equivalent given or pass to any person for
services rended by him and includesides as
define under Income Tax Act 1961.
REMUNERATION OF DIRECTORS
23. REMUNERATION OF DIRECTORS
Disclosure requirements
the act require companies to disclose the detail of the
remuneration paid to the directions in their annual
report.
Remuneration to non executive directors
It should be in the form of fees for attending
meetings of the Board.
Remuneration to Executive directors
it includes salary, purchase and commissions
Remuneration committee
It determine the remuneration payable to
the directors.
Approval of shareholders
the act must be approved by shareholders in
General Meeting.
24. company shouldn’t show that they comply what the
provision of Companies Act 2013 while determining
the remuneration payable to the directors.
companies should also ensure that they disclose the
details of the remuneration paid to directors in the
Annual meeting to in short transparency and
accountability.
REMUNERATION OF DIRECTORS