meaning, position of directors, appointment

2.  Nicky Joshi
 Deval Vasani
 Bhumi Gor
 Riya Gor

4. A director is a person who is
responsible for Direction, Control And
Management.

5.  Directors as Trustees
 Directors as Agents
 Directors as managing Partners

6.  A trustee is a person who holds property
on trust for other person.
 Directors are in charge of the properties
and money of the company and such are
the position of trustees.

7.  They represent the company to
outsiders.
 They also manage the company’s
business, formulate policies and take
decisions.

8.  As agents, they must conduct the
business with reasonable care and
diligence by articles and memorandum of
association.

9.  Managing partner, the directors are
authorized to manage the business of the
company where other shareholders
merely act as dormant partners, the
directors do all properietorial function.

10. The directors are subject to retirement
unlike the partners.
 The directors don’t have any authority to
bind other directors and shareholders like
partners in a firm.

11. 1 • First Director
2
• Appointment at General Meeting
3 • Appointment by the Board
4
• Appointment by Third Party
5
• Appointment by proportional Voting
6
• Appointment by the Central
Government

12.  The subscribers to the memorandum
appoint the First Directors & mentioned
their name it the articles. Otherwise , the
articles may prescribe the method of
appointing them.

13.  According to the Company’s Act, at
least 2/3rd of the directors should be such
who are to retire by rotation, that is 1/3rd
of the directors may be permanent.
 New director or retiring directors may
be re-elected in the Company’s General
Meeting.

14. 1. Additional Directors
 If the articles so permit, the board may
appoint additional directors subject to
maximum number fixed in articles.
 Additional Directors shall hold office
only upto the end of the next annual
general meeting.

15. 2. Casual Vacancies
 If any director falls vacant for some
reason before his term expires, to fill his
place board of director appointed would
hold office only upto the time his
predecessor would have continued.

16. 3. Alternate Directors
 The articles may empower the board to
appoint the alternate director during the
absence of a director for more than 3
months, from the state in which the
meetings of the Board are ordinarily
held.

17.  The articles under certain circumstances
give power to vendors, banking
companies, financing corporations or
debenture holders to appoint directors,
they are appointed by third party.

18.  The proportional system applies where
all or atleast 2/3rd of the directors are to
be appointed according to the principle
of proportional representation, whether
by a system or cumulative voting or by
system of single transferable vote .

19.  In case of mismanagement , The
Central Government may appoint the
Directors for the company.
 Any director appointed by the Central
Government shall not be required to
hold any qualification shares.