Director unit 1
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This document discusses the board of directors under the Companies Act of 2013 in India. It defines key terms like director, board of directors, and provides details on their roles and responsibilities in determining company objectives, monitoring progress, appointing management, and accounting to shareholders. It outlines requirements for minimum director numbers based on company type, qualifications, appointment and removal processes, and powers of the board of directors.
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Position, power and duty of Director under Companies Act,2013
This document provides an overview of the position, powers, and duties of directors under the Companies Act 2013 in India. It discusses key topics such as the definition of a director, composition of the board of directors, appointment of directors including independent directors, the position of directors as agents and trustees, duties of directors, liability of directors, and powers of the board of directors. The duties of directors include acting in good faith, exercising independent judgment, avoiding conflicts of interest, and prioritizing the interests of the company and stakeholders over personal interests. Directors can be held jointly or individually liable for acts prejudicial to the company's interests, such as tax liabilities or fraudulent business conduct. The board has powers to make calls on shareholders,
Prasenjit Ghosh. Rpllno. 50
Directors are responsible for managing a company's affairs as the company is an artificial entity that can only act through human agents. A company must have a board of directors. Directors can be appointed by shareholders, other directors, or the central government. They must meet qualification requirements and can be removed by shareholders, government or tribunal in certain circumstances. Directors have general powers listed in the articles as well as specific powers that must be exercised during board meetings, such as making share calls, issuing debentures, and investing company funds. Management of a company is crucial and requires directors to oversee its operations.
Appointment of Director
The document discusses various aspects related to directors of a company under Indian law. It defines a director and outlines the minimum and maximum number of directors a company can have. It discusses the types of directors like independent, nominee, and alternate directors. It covers the appointment, tenure, duties, and removal of directors. The key ways directors can be appointed include by shareholders, board of directors, third parties, and the central government.
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The document discusses the appointment, roles, and removal of company directors. It states that directors serve as trustees, agents, and partners. They are responsible for administering the company and making policy decisions. Directors can be appointed through election, board nomination, government nomination, or share qualifications. They can be removed by shareholders, government order, or courts. The document outlines the powers and responsibilities of directors in managing company affairs according to law.
Appointment of directors ca,2013
This document summarizes the legal aspects of directors under the Companies Act 2013 in India. It discusses the minimum and maximum number of directors allowed, restrictions on directorships, appointment and removal of directors, powers and duties of directors, and requirements for women directors. It also summarizes a Supreme Court case regarding the removal of directors by the central government for involvement in fraudulent activities or not fulfilling their obligations. The court upheld the central government's power to remove directors if they form a valid opinion that circumstances exist suggesting fraudulent behavior or default by the director.
Appointment of Small Shareholders' Director
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENT
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.
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This presentation discusses the appointment of directors in an Indian company. It defines a director as an individual who directs, controls, or manages the company's affairs. There are no educational or age qualifications required to become a director. Companies must have a minimum of 2 directors for a private company and 3 for a public company. Directors can be appointed in several ways, including by the articles, by shareholders at a general meeting, by other directors to fill vacancies, or by third parties like banks. The maximum number of directors is 12 for a public company and as specified in the articles for a private company.
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Position, power and duty of Director under Companies Act,2013
This document provides an overview of the position, powers, and duties of directors under the Companies Act 2013 in India. It discusses key topics such as the definition of a director, composition of the board of directors, appointment of directors including independent directors, the position of directors as agents and trustees, duties of directors, liability of directors, and powers of the board of directors. The duties of directors include acting in good faith, exercising independent judgment, avoiding conflicts of interest, and prioritizing the interests of the company and stakeholders over personal interests. Directors can be held jointly or individually liable for acts prejudicial to the company's interests, such as tax liabilities or fraudulent business conduct. The board has powers to make calls on shareholders,
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Directors are responsible for managing a company's affairs as the company is an artificial entity that can only act through human agents. A company must have a board of directors. Directors can be appointed by shareholders, other directors, or the central government. They must meet qualification requirements and can be removed by shareholders, government or tribunal in certain circumstances. Directors have general powers listed in the articles as well as specific powers that must be exercised during board meetings, such as making share calls, issuing debentures, and investing company funds. Management of a company is crucial and requires directors to oversee its operations.
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The document discusses various aspects related to directors of a company under Indian law. It defines a director and outlines the minimum and maximum number of directors a company can have. It discusses the types of directors like independent, nominee, and alternate directors. It covers the appointment, tenure, duties, and removal of directors. The key ways directors can be appointed include by shareholders, board of directors, third parties, and the central government.
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The document discusses the appointment, roles, and removal of company directors. It states that directors serve as trustees, agents, and partners. They are responsible for administering the company and making policy decisions. Directors can be appointed through election, board nomination, government nomination, or share qualifications. They can be removed by shareholders, government order, or courts. The document outlines the powers and responsibilities of directors in managing company affairs according to law.
Appointment of directors ca,2013
This document summarizes the legal aspects of directors under the Companies Act 2013 in India. It discusses the minimum and maximum number of directors allowed, restrictions on directorships, appointment and removal of directors, powers and duties of directors, and requirements for women directors. It also summarizes a Supreme Court case regarding the removal of directors by the central government for involvement in fraudulent activities or not fulfilling their obligations. The court upheld the central government's power to remove directors if they form a valid opinion that circumstances exist suggesting fraudulent behavior or default by the director.
Appointment of Small Shareholders' Director
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENT
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.
Appointment of directors
This presentation discusses the appointment of directors in an Indian company. It defines a director as an individual who directs, controls, or manages the company's affairs. There are no educational or age qualifications required to become a director. Companies must have a minimum of 2 directors for a private company and 3 for a public company. Directors can be appointed in several ways, including by the articles, by shareholders at a general meeting, by other directors to fill vacancies, or by third parties like banks. The maximum number of directors is 12 for a public company and as specified in the articles for a private company.
Company Directors as per Companies Act 2013
A detailed review of the rules and regulations for the Directors of Companies as per the Companies Act 2013. It includes an overview of the types of directors, their appointment, resignation and removal, roles and responsibilities a Director must adhere to. Useful for Commercial Law students B. Com, BBA and MBA students.
Companies act of 1956
The document summarizes key aspects of the Companies Act of 1956 in India, including:
1) Directors can be appointed in several ways and have duties of care, skill and fiduciary responsibility. They are liable for actions and can be removed.
2) Meetings, resolutions and auditors are discussed in relation to shareholder oversight and financial reporting.
3) Company winding up and liquidation can occur voluntarily or by order of the tribunal for reasons like inability to pay debts. Liquidators manage the process of realizing assets and distributing surplus.
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We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
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This document discusses the types and roles of company directors under Malaysian law. It outlines that there are executive directors who are involved in day-to-day management, and non-executive directors who provide independent oversight and advice. Other types discussed include alternate, shadow, de facto, associate, and nominee directors. The document also covers the minimum and maximum number of directors required, qualifications for director appointments, resignation and removal procedures, and the fiduciary duties of directors to act in the company's best interests.
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This document discusses the duties and liabilities of directors according to the Companies Act of 2013 in India. It defines a director and outlines their key duties which include acting in good faith and the best interests of the company. It notes that directors can be punished with fines for contravening their duties. The document also discusses various liabilities directors may face such as for illegal acts, receiving bribes, or breaching their duties of care. It concludes that becoming a director is a serious responsibility.
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Liability of Directors under new Companies Act, 2013.
Companies which are function through Board of Directors (Board) and the board plays an important role in complying with the requirements of Companies Act, 2013 (“New Act”).
CA13 has enhanced the liabilities and obligations of the directors. CA13 regime prescribes management and inspection of documents in electronic form, electronic voting, electronic notices, etc that require a techno-legal compliance on the part of companies. The directors are under an obligation to comply with techno legal requirements of not only the New Act but also the Information Technology Act, 2000 and other related laws.
CA13 has also increased monetary penalties and imprisonment. The civil and criminal liabilities are not just on directors but include “Officers in Default”.
Article try to elaborate important aspects of CA13.
Prepared by CS Pratik Shah, Practising Company Secretary.
Resignation of director – A new provision: Duty of director, Board and compan...
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
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A director leads or supervises an area of a company and, with other directors, determines company policy. To be a director, one must be an individual and may not be a body corporate. Directors have qualifications like holding company shares and duties like acting loyally and avoiding conflicts. They have powers like borrowing money and recommending dividends. Directors must meet regularly, maintain quorum, and participate in meetings.
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The document discusses the roles and responsibilities of company directors under Indian law. It defines a director and outlines their legal position as agents of the company. There are different types of directors such as executive, outside, and independent directors. All directors must obtain a Director Identification Number. Directors can be appointed through various means and removed by shareholders, government, or courts. Their duties include attending meetings, not contracting without board consent, disclosing property transfers, and acting with good faith and without negligence.
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This document discusses various types of directors under the Companies Act 2013. It defines a director and explains that a board of directors collectively manages a company. It outlines the duties and liabilities of directors. It then describes different types of directors like independent directors, first directors, resident directors, woman directors, small shareholder directors and alternate directors. It provides criteria for appointment and roles of independent directors as well as obligations for listed companies regarding independent directors.
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The document discusses the role and requirements of independent directors under the new Indian Companies Act of 2013. It notes that the new act includes detailed provisions around independent directors that were not previously covered. It describes some of the key qualifications and requirements, such as a minimum number for public companies, qualifications of integrity and expertise, restrictions on relationships with the company, and responsibilities and potential liabilities. However, it also argues that some of the conditions are too ambiguous and may discourage qualified individuals from taking the role. While corporate governance is important, the compliance burden could prove a deterrent to appointing independent directors.
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Chapter XI - Sec 149 to sec 172 of companies act 2013 - All provisions related to directors explained - Provisions relating to Appointment, qualification, duties, Vacancy, retirement explained - Provisions relating to independent director, small shareholders director, nominee director, additional director, alternate director, women director and resident director explained
Especially for CA final
roles and responsibility , duties and liabilities of the directors under the ...
The document discusses the roles, responsibilities, and liabilities of directors according to the new Companies Act 2013 in India. It provides definitions of director positions like managing director and whole-time director. It explains key changes introduced in the new act regarding number and qualifications of directors, including requiring at least one woman director and one director residing in India for over 180 days. It also summarizes provisions related to independent directors, appointment and removal of directors, restrictions, and vacating or resigning from director roles.
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This document provides an analysis of Chapter XI of the Companies Act 2013 regarding the appointment and qualification of directors. Some of the key points covered include:
- The minimum and maximum number of directors for public and private companies. The maximum was increased from 12 to 15 directors.
- Requirements for resident directors and mandatory women directors for certain companies.
- Regulations around independent directors, including their term limits, qualifications, and sources of income.
- Provisions for director identification numbers, appointment and removal of directors, number of directorships allowed, and directors' duties and disqualifications.
- Requirements for company registers and members' rights to inspect director information.
Penalties are prescribed for
Removal of directors
There are three ways a company director can be removed:
1. By shareholders through an ordinary resolution with proper notice and opportunity for the director to be heard.
2. By the central government on recommendation from the high court if the director is found unfit for office based on grounds like oppression or mismanagement.
3. By the Company Law Board/Tribunal through reconstituting the board if oppression or mismanagement of shareholders is found upon application from shareholders. Removed directors may be barred from managerial roles for 5 years without court approval.
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This document summarizes key aspects of directors and managing directors under Indian company law. It discusses that directors are selected according to a company's articles of association and manage company affairs. A minimum of 3 directors is required for public companies and 2 for other companies. Directors can be appointed through various means such as by shareholders, the board of directors, or government nomination. Qualifications, disqualification, resignation, removal and retirement of directors are also outlined. The document then discusses managing directors, noting they must be directors and are responsible for substantial management powers as a whole-time executive. Limits on managing directorships and terms are also specified.
Appointment and qualification of directors
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
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Directors play a pivotal role in managing company affairs. The document outlines various methods for appointing directors: first directors are usually subscribers to the memorandum; one-third of directors must retire each AGM; retiring directors can be reappointed; new directors require member notice and deposit; listed companies must have one-third independent directors; directors can fill vacancies; third parties like governments can appoint directors; proportional representation of large shareholders is allowed; and small shareholders can elect one director.
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The document discusses the appointment and removal of directors in a company. It outlines various methods of appointing directors including through the articles of association, election by members, nomination by the board or central government, and qualification shares. It also discusses the disqualification, removal and liabilities of directors. Directors have important duties to act in good faith, with care and skill, and avoid conflicts of interest. They can be removed by shareholders, courts or the central government and face civil and criminal liabilities for negligence or breaching their duties.
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The document discusses the development of directors' duties of skill, care, and diligence in company law. It traces the evolution from a subjective standard based on an individual director's qualifications to a more objective standard requiring a basic level of care and skill from all directors. Key developments included codifying directors' duties in the Malaysian Companies Act 1965 and introducing an objective test of reasonable care, skill and diligence in 2007 based on a director's position and responsibilities. The amendments aimed to encourage more proactive oversight from directors and establish minimum standards of conduct.
Project report corporate governance
This document provides an overview of corporate governance practices in India. It discusses the legal and regulatory framework, including key acts like the Companies Act and SEBI guidelines. It covers topics like board structure and composition, including board size, independent directors, and separation of the Chairman and CEO roles. It also discusses requirements around board meetings, directorships, committees, and disclosure/transparency requirements as per the Companies Act.
Types of Directors - Mehta & Mehta
This document discusses the different types of directors under the Companies Act 2013 in India. It defines directors as persons elected by shareholders to direct and manage company affairs. There are executive directors who are involved in day-to-day operations, non-executive directors who act as advisors, additional directors who are temporary appointments until the next AGM, alternate directors who fill in for unavailable directors, independent directors who bring outside perspectives, and nominee directors nominated by financial institutions. The document also outlines requirements for women directors, small shareholder directors, shadow directors, and having a resident Indian director.
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Companies act of 1956
The document summarizes key aspects of the Companies Act of 1956 in India, including:
1) Directors can be appointed in several ways and have duties of care, skill and fiduciary responsibility. They are liable for actions and can be removed.
2) Meetings, resolutions and auditors are discussed in relation to shareholder oversight and financial reporting.
3) Company winding up and liquidation can occur voluntarily or by order of the tribunal for reasons like inability to pay debts. Liquidators manage the process of realizing assets and distributing surplus.
Directors role responsibility_singapore_acra
We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
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Duties & Liabilities of Director
This document discusses the duties and liabilities of directors according to the Companies Act of 2013 in India. It defines a director and outlines their key duties which include acting in good faith and the best interests of the company. It notes that directors can be punished with fines for contravening their duties. The document also discusses various liabilities directors may face such as for illegal acts, receiving bribes, or breaching their duties of care. It concludes that becoming a director is a serious responsibility.
Note on liabilites of directors as per Companies Act, 2013 by CS Pratik Shah
Liability of Directors under new Companies Act, 2013.
Companies which are function through Board of Directors (Board) and the board plays an important role in complying with the requirements of Companies Act, 2013 (“New Act”).
CA13 has enhanced the liabilities and obligations of the directors. CA13 regime prescribes management and inspection of documents in electronic form, electronic voting, electronic notices, etc that require a techno-legal compliance on the part of companies. The directors are under an obligation to comply with techno legal requirements of not only the New Act but also the Information Technology Act, 2000 and other related laws.
CA13 has also increased monetary penalties and imprisonment. The civil and criminal liabilities are not just on directors but include “Officers in Default”.
Article try to elaborate important aspects of CA13.
Prepared by CS Pratik Shah, Practising Company Secretary.
Resignation of director – A new provision: Duty of director, Board and compan...
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
Company Directors
A director leads or supervises an area of a company and, with other directors, determines company policy. To be a director, one must be an individual and may not be a body corporate. Directors have qualifications like holding company shares and duties like acting loyally and avoiding conflicts. They have powers like borrowing money and recommending dividends. Directors must meet regularly, maintain quorum, and participate in meetings.
Directors
The document discusses the roles and responsibilities of company directors under Indian law. It defines a director and outlines their legal position as agents of the company. There are different types of directors such as executive, outside, and independent directors. All directors must obtain a Director Identification Number. Directors can be appointed through various means and removed by shareholders, government, or courts. Their duties include attending meetings, not contracting without board consent, disclosing property transfers, and acting with good faith and without negligence.
Directors duties, appointment and its type
This document discusses various types of directors under the Companies Act 2013. It defines a director and explains that a board of directors collectively manages a company. It outlines the duties and liabilities of directors. It then describes different types of directors like independent directors, first directors, resident directors, woman directors, small shareholder directors and alternate directors. It provides criteria for appointment and roles of independent directors as well as obligations for listed companies regarding independent directors.
Independent Directors
The document discusses the role and requirements of independent directors under the new Indian Companies Act of 2013. It notes that the new act includes detailed provisions around independent directors that were not previously covered. It describes some of the key qualifications and requirements, such as a minimum number for public companies, qualifications of integrity and expertise, restrictions on relationships with the company, and responsibilities and potential liabilities. However, it also argues that some of the conditions are too ambiguous and may discourage qualified individuals from taking the role. While corporate governance is important, the compliance burden could prove a deterrent to appointing independent directors.
Appointment and qualification of directors
Chapter XI - Sec 149 to sec 172 of companies act 2013 - All provisions related to directors explained - Provisions relating to Appointment, qualification, duties, Vacancy, retirement explained - Provisions relating to independent director, small shareholders director, nominee director, additional director, alternate director, women director and resident director explained
Especially for CA final
roles and responsibility , duties and liabilities of the directors under the ...
The document discusses the roles, responsibilities, and liabilities of directors according to the new Companies Act 2013 in India. It provides definitions of director positions like managing director and whole-time director. It explains key changes introduced in the new act regarding number and qualifications of directors, including requiring at least one woman director and one director residing in India for over 180 days. It also summarizes provisions related to independent directors, appointment and removal of directors, restrictions, and vacating or resigning from director roles.
Companies act 2013 Nihal Kare
This document provides an analysis of Chapter XI of the Companies Act 2013 regarding the appointment and qualification of directors. Some of the key points covered include:
- The minimum and maximum number of directors for public and private companies. The maximum was increased from 12 to 15 directors.
- Requirements for resident directors and mandatory women directors for certain companies.
- Regulations around independent directors, including their term limits, qualifications, and sources of income.
- Provisions for director identification numbers, appointment and removal of directors, number of directorships allowed, and directors' duties and disqualifications.
- Requirements for company registers and members' rights to inspect director information.
Penalties are prescribed for
Removal of directors
There are three ways a company director can be removed:
1. By shareholders through an ordinary resolution with proper notice and opportunity for the director to be heard.
2. By the central government on recommendation from the high court if the director is found unfit for office based on grounds like oppression or mismanagement.
3. By the Company Law Board/Tribunal through reconstituting the board if oppression or mismanagement of shareholders is found upon application from shareholders. Removed directors may be barred from managerial roles for 5 years without court approval.
Llb ii cl u 3.1 directors and managing director
This document summarizes key aspects of directors and managing directors under Indian company law. It discusses that directors are selected according to a company's articles of association and manage company affairs. A minimum of 3 directors is required for public companies and 2 for other companies. Directors can be appointed through various means such as by shareholders, the board of directors, or government nomination. Qualifications, disqualification, resignation, removal and retirement of directors are also outlined. The document then discusses managing directors, noting they must be directors and are responsible for substantial management powers as a whole-time executive. Limits on managing directorships and terms are also specified.
Appointment and qualification of directors
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
Appointment of directors
Directors play a pivotal role in managing company affairs. The document outlines various methods for appointing directors: first directors are usually subscribers to the memorandum; one-third of directors must retire each AGM; retiring directors can be reappointed; new directors require member notice and deposit; listed companies must have one-third independent directors; directors can fill vacancies; third parties like governments can appoint directors; proportional representation of large shareholders is allowed; and small shareholders can elect one director.
Appointment and removal of director
The document discusses the appointment and removal of directors in a company. It outlines various methods of appointing directors including through the articles of association, election by members, nomination by the board or central government, and qualification shares. It also discusses the disqualification, removal and liabilities of directors. Directors have important duties to act in good faith, with care and skill, and avoid conflicts of interest. They can be removed by shareholders, courts or the central government and face civil and criminal liabilities for negligence or breaching their duties.
3) development of directors duties on skill, care & diligence final. siti f...
The document discusses the development of directors' duties of skill, care, and diligence in company law. It traces the evolution from a subjective standard based on an individual director's qualifications to a more objective standard requiring a basic level of care and skill from all directors. Key developments included codifying directors' duties in the Malaysian Companies Act 1965 and introducing an objective test of reasonable care, skill and diligence in 2007 based on a director's position and responsibilities. The amendments aimed to encourage more proactive oversight from directors and establish minimum standards of conduct.
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This document provides an overview of corporate governance practices in India. It discusses the legal and regulatory framework, including key acts like the Companies Act and SEBI guidelines. It covers topics like board structure and composition, including board size, independent directors, and separation of the Chairman and CEO roles. It also discusses requirements around board meetings, directorships, committees, and disclosure/transparency requirements as per the Companies Act.
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This document discusses the different types of directors under the Companies Act 2013 in India. It defines directors as persons elected by shareholders to direct and manage company affairs. There are executive directors who are involved in day-to-day operations, non-executive directors who act as advisors, additional directors who are temporary appointments until the next AGM, alternate directors who fill in for unavailable directors, independent directors who bring outside perspectives, and nominee directors nominated by financial institutions. The document also outlines requirements for women directors, small shareholder directors, shadow directors, and having a resident Indian director.
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Directors play a critical role in corporate governance as they are responsible for administering company operations in the interests of shareholders. They owe fiduciary duties to the company. The Companies Act of 2013 aims to establish a system of checks and balances to ensure directors uphold their obligations. It defines different types of directors, including executive directors involved in daily operations, and non-executive directors who provide expertise. Independent directors in particular help ensure transparency.
Companies Act 2013 - Directors, Independent Directors and Meetings
The document discusses the evolution of independent directors and corporate governance norms in India from various committee reports. It outlines the roles and responsibilities of independent directors, board of directors, and managerial personnel as per the Companies Act. Key points include minimum number of independent directors required, their selection process, remuneration, and liabilities. It also summarizes provisions around director qualifications, meetings, and remuneration of managerial personnel.
Management of business
The document defines key terms related to management of a company's board of directors. It outlines requirements for public and private companies regarding the minimum and maximum number of directors. It also discusses rules around independent directors, women directors, appointment and resignation of directors, and disqualifications. Key points include that public companies must have at least 3 directors, private companies can have 1-15 directors, and listed companies must have at least 1 independent director and 1 woman director.
BOD: power and liabilities
The document discusses the board of directors, their powers and liabilities under Indian company law. It notes that every company must have a minimum of 1-3 directors depending on the type of company. Key points of the board include holding regular meetings, appointing different types of directors such as independent and woman directors, and restrictions on related party transactions. The powers of the board include managing the company and certain strategic decisions. Directors also have liabilities towards the company for negligence or breach of duties, and towards third parties for misstatements or non-repayment of funds.
Independent directors
The Companies Act 2013 has introduced significant changes in the composition of the board of directors of a company. This White Paper contains the description of some provisions related to Independent Directors which have been modified in Companies Act 2013.
Bod
The document discusses the evolution of independent directors in corporate governance in India from reports like the Cadbury Report (1993), Greenbury Report (1995), Kumarmangalam Birla Report (1999), Narayana Murthy Report (2003), and the Companies Act 2013. It outlines the role and responsibilities of independent directors in providing an outside perspective, oversight of executive decisions, and acting in the interests of shareholders. It also describes the appointment, qualifications, remuneration, and evaluation of independent directors as prescribed by law and regulations.
Corporate governance theory, shareholder's grievance committee, audit committee.
This document discusses various theories of corporate governance and defines the roles of shareholders' grievance committee and audit committee. It outlines three main theories of corporate governance - agency theory, stewardship theory, and resource dependency theory. It then describes the criteria for forming a shareholders' grievance committee, its composition, and main functions in addressing shareholder complaints. Finally, it covers the establishment, composition, and key roles of an audit committee in overseeing financial reporting, internal controls, and related party transactions.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...
The document compares the requirements for independent directors under Section 149 of the Companies Act of 2013 and Clause 49 of the Listing Agreement introduced by the Securities and Exchange Board of India (SEBI). There are some differences in applicability, board composition requirements, qualifications for independent directors, remuneration rules, filling vacancies, tenure limits, maximum directorships allowed, letter of appointment details, training requirements, and codes of conduct. The conclusion calls for uniformity between the two regulatory authorities on the appointment of independent directors for listed companies.
Memorandum of association
The memorandum of association (MOA) is the primary legal document that establishes a company and defines its relationship with shareholders. It specifies the company's name, registered office location, objectives, liability of members, authorized share capital, and subscription of shares by initial members. The MOA establishes the basic framework and boundary within which a company can operate. It is a fundamental part of a company's constitution that provides transparency about its formation and objectives.
ARTICLES OF TATA CONSULTANCY SERVICE LIMITED
This document summarizes the key articles of association (AOA) for Tata Consultancy Services Limited (TCS). It outlines that TCS is an Indian IT company founded in 1968 that is a public limited company and subsidiary of Tata Group. It operates in 46 countries with headquarters in Mumbai. The AOA discusses TCS's authorized share capital, regulations around general meetings, roles of the board of directors, requirements for audits and keeping accounts, and procedures for winding up the company.
1 impact of companies act, 2013 on private companies
The document compares key provisions relating to private companies under the Companies Act of 1956 and the new Companies Act of 2013. It finds that the 2013 Act has significantly reduced exemptions and increased compliance requirements for private companies. Notable changes include restricting the maximum number of members to 200, prohibiting acceptance of unsecured loans from relatives of directors, and mandating appointment of key managerial personnel for companies with paid-up capital over Rs. 5 crores. Overall, private companies now have to comply with many provisions that previously only applied to public companies.
Business Law_Companies Act 2013_Assingment_PPT.pptx
The Companies Act, 2013 is the primary law regulating corporate entities in India. It replaced the older Companies Act of 1956. Some key points:
- The Act governs incorporation of companies, duties and responsibilities of companies, directors, dissolution of companies.
- It introduced the concept of a "one person company" and partially notified certain sections while others are still to be notified.
- A company is a separate legal entity from its owners/shareholders and has features like perpetual succession, common seal, transferable shares, and capacity to sue/be sued.
- Companies are classified by incorporation type, liability, control, and transferability of shares. The document discusses types like public, private, subsidiary
Power of Directors and its Liabilities
The document discusses the powers and liabilities of boards of directors. It states that every company must have a minimum of 3 directors for public companies and 1 director for one person companies. Directors are responsible for managing company activities and meet at least 4 times per year. Their powers include controlling finances, hiring staff, and making major decisions. However, directors also face liabilities for negligence, fraud, or illegal activities that harm the company or third parties. They can be fined or face imprisonment for violations of company law.
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Companies Act 2013 - Directors, Independent Directors and Meetings
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Corporate governance theory, shareholder's grievance committee, audit committee.
Corporate governance theory, shareholder's grievance committee, audit committee.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...
1 impact of companies act, 2013 on private companies
1 impact of companies act, 2013 on private companies
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Business Law_Companies Act 2013_Assingment_PPT.pptx
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In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
MENSREA.pptx
Dr. Anjali Dixit is an associate professor. She holds the position of associate at her place of work. The document provides her name and professional titles.
Prospectus
This document provides contact information for Anjali Dixit, an assistant professor and founder of www.nyatsalegalorb.com. Dixit has expertise in company law, specifically regarding prospectuses under the Companies Act. Her contact number is provided for those seeking guidance on topics related to company law prospectuses.
DOCTRINE RELATED TO COMPANY LAW
The document discusses two doctrines related to company law:
1) The doctrine of corporate social responsibility, which holds that organizations should advance societal interests by avoiding harm and engaging in beneficial acts, traditionally categorized as environmental, ethical, philanthropic, and economic responsibilities.
2) The doctrine of alter ego, which assumes that a corporation and its shareholders/managing directors are legally equivalent or "alter egos" of each other.
Judicial reforms
The document discusses judicial reforms in India. It outlines issues with the current Indian judiciary system such as delays, pending cases, corruption, lack of transparency, inadequate judicial capacity and infrastructure. It then discusses various reforms that could help address these issues, such as improving district courts, increasing judicial capacity, better court management, faster trials, merit-based appointments and improved investigation practices. It also discusses alternative dispute resolution mechanisms in India like arbitration, conciliation, Lok Adalats and judicial settlements that can help reduce pending caseloads in courts.
General exceptions ipc
This document provides a 3 sentence summary of the document. The document is about general exceptions under the Indian Penal Code of 1860 written by Anjali Dixit, an assistant professor at the Faculty of Juridical Sciences at Rama University in Kanpur. It discusses exceptions to criminal liability under the Indian Penal Code and provides contact information for the author.
Unit 4 winding up
The Companies (Winding Up) Rules, 2020 will take effect on April 1, 2020. The rules establish a summary liquidation process for small companies with book value assets not exceeding Rs 1 crore that do not exceed certain deposit, loan, turnover, or capital thresholds. Under the rules, an official liquidator appointed by the government will close the company, take charge of its assets, and deal with claims against the company. The government may order investigations into any fraud committed by company officials during the liquidation process.
Unit 4 oppression & mismanagement
This document discusses oppression and mismanagement under the Companies Act 2013 in India. It defines oppression as unjust exercise of power that harms shareholders' legitimate expectations. Mismanagement refers to incompetent or dishonest management, like serious conflicts, illegal boards, or asset diversion. The Act allows shareholders to apply to the tribunal for relief from oppression or mismanagement. The tribunal can order remedies like regulating company affairs, removing directors, or modifying agreements. The requirements to file such applications and the limitation period are also discussed. The document explains class action suits allow shareholders to seek compensation for fraudulent conduct.
Unit 3 shareholders agreement
The document discusses shareholders agreements and related party transactions under the Companies Act 2013. It defines key terms like shareholder, shares and share capital. It outlines the main purposes of shareholders agreements which are to protect investments, establish fair relationships and govern company operations. It describes important clauses in shareholders agreements like management, non-compete, rights of first refusal and drag-along/tag-along rights. It discusses the act's provisions around free transferability of securities and enforceability of shareholders agreements. Finally, it defines related parties and covered transactions requiring board approval under the act to avoid non-compliance penalties.
Unit 2 & 3 mergers & amalgamation take over & acquisation
The document discusses various types of business combinations under Indian law. It defines a merger as the combination of two or more companies through amalgamation or absorption, usually by offering stock in the acquiring company in exchange for shares in the target company. An acquisition is the purchase of a controlling interest in another company. A takeover implies acquiring control of a company through purchasing a majority of its shares. An amalgamation combines two companies into a new entity, with neither original company surviving. It is similar to a merger but results in a single new company rather than one company acquiring the other. A demerger transfers part of a company's business or assets to shareholders through a spin-off or new entity.
Unit 1 corporate restructuring
This document discusses corporate restructuring under the Companies Act 2013 in India. It defines corporate restructuring as efforts to realign policies, programs, processes and people to serve redefined goals sustainably. The document outlines the need and scope of restructuring to achieve objectives like risk reduction and exploiting synergies. It discusses types of restructuring like financial and organizational restructuring and reasons for restructuring like changes in strategy or lack of profits. Finally, it summarizes some key features of the Companies Act regarding restructuring, including the role of the National Company Law Tribunal and requirements for creditor consent.
Meetings unit 2
Meetings are an important part of running a corporate structure according to the Companies Act, 2013. The frequency of board meetings for different types of companies is defined, requiring at minimum 4 meetings per calendar year with gaps of no more than 120 days. Directors may participate virtually through video conferencing with some exceptions. Resolutions can also be passed by circulation to directors without a formal meeting.
Mao
The memorandum summarizes the key points about altering a company's memorandum of association under the Companies Act 2013. It notes that the name, objects, liability and capital clauses can typically only be altered via a special resolution passed by shareholders. The registered office can be changed within the same city by board resolution, and between cities in the same state also requires a special resolution. The memorandum is the foundational document that defines the company's limitations and powers.
Articles of association
The articles of association are a document that establishes the internal rules and regulations that govern a company. It prescribes the rules for management of the company and how it will achieve its objectives as defined in the memorandum of association. The articles of association act as a contract between the company and its members and between members themselves. It typically includes provisions regarding shares, directors, meetings, accounting practices and winding up of the company. The articles must be registered with the Registrar and include required information like share capital requirements. A company can alter its articles of association through a special resolution of members.
Introduction of company law (1)
Company legislation in India originated from English company law. The various Companies Acts passed in India have largely followed the English Acts with some modifications. Early forms of companies included merchant guilds from the 11th-13th centuries and commenda and societas partnerships. Regulated companies with royal charters granting trade monopolies emerged in the 14th century, such as the East India Company. India's first company law was passed in 1850 based on the English 1844 Act, with limited liability first recognized in 1857. Subsequent Acts in 1866, 1913, and 1956 further developed company law, largely mirroring equivalent English Acts. The Companies Act of 1956 and subsequent amendments have shaped modern Indian company law.
Criminal law
Criminal law is divided into two parts: criminal substantive laws and criminal procedures laws. Criminal substantive laws deal with the nature and elements of criminal charges. Each charge is comprised of elements that the state must prove, and these elements vary depending on the specific crime. Criminal procedures laws set out the process through which a criminal case progresses, such as through a code of criminal procedure.
Civil law
Civil law defines and protects private citizen rights through areas like contracts, torts, property, and family law. It originated from ancient Roman laws and codes. Tort law is a branch of civil law dealing with personal injury and property damage from wrongful acts, seeking monetary compensation. There are three tort categories: negligence, intentional torts, and strict liability. Negligence involves a duty, breach of duty through unreasonable actions, causation of damages. Contract law governs agreements where parties have obligations and can be liable for breach. Property law distinguishes personal and real property, addressing torts like trespass and conversion. Family law handles marriage, divorce, child custody, and other domestic issues.
Kinds of law
This document discusses the different kinds of law - substantive law and procedural law. Substantive law includes civil law and criminal law, and defines legal rights and duties. Examples of substantive laws are contract law, property law, and the Indian Penal Code. Procedural law governs how substantive laws are enforced in legal proceedings. Examples of procedural laws are the Code of Civil Procedure, Code of Criminal Procedure, and Law of Evidence. Both substantive and procedural laws work together in the legal system, with substantive law establishing legal rights and duties, and procedural law regulating how those rights and duties are enforced in courts.
What is law
Law can be defined in several ways depending on perspective. From a societal perspective, law means justice, morality, and order. From a judge's perspective, law refers to rules of the court, decrees, judgments, and injunctions. Broadly, law includes acts, statutes, regulations, orders, torts, legal theory and more. Laws are categorized as international law between nations, or municipal/national law within a nation. Municipal law is further divided into public law such as constitutional, administrative, and criminal law, and private law involving persons, property, obligations, and conflict of laws.
Professional ethics unit i
The document discusses the historical development of the legal profession in India from ancient times through the British colonial period and after independence. It describes how the legal profession evolved from tribal dispute resolution systems to a modern profession regulated by the Advocates Act of 1961, which established the Bar Council of India and State Bar Councils to oversee legal practice. The key functions and composition of the Bar Council of India are also outlined.
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3:国家专业人才认证中心颁发入库证书
4:这个认证书并且可以归档倒地方
5:凡事获得留信网入网的信息将会逐步更新到个人身份内，将在公安局网内查询个人身份证信息后，同步读取人才网入库信息
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一比一原版(Lincoln毕业证)新西兰林肯大学毕业证如何办理
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一真实留信认证的作用(私企外企荣誉的见证):
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Director unit 1
- 1. Boardof Directors under the Companies Act, 2013 By Anjali Dixit Assistant Professor Facultyof Juridical Sciences Rama University
- 2. Corporate Governance Ideal corporate governance is characterized by a firm commitment to ethical practices by the entire organisation in all of its dealings with a wide group of stakeholders encompassing employees, customers, vendors, regulators and all shareholders Corporate governance rests on four pillars Transparency Full disclosure Independent Monitoring Fairness to all stakeholders
- 3. Directors A corporation is an artificial person which is intangible and invisible. For making any decision and to have knowledge and intention, a living person has a mind and hands by which he carries out his actions. But a corporate body being an artificial person has none of these. So it needs to act through a living person. The company’s business is entrusted in the hands of directors. Note: The Companies Act, 2013 does not contain an exhaustive definition of the term “director”. Section 2 (34) of the Act prescribed that “director” means a director appointed to the Board of a company.
- 4. Board of Directors Section 2 (10) of the Companies Act, 2013 defined that “Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company.
- 5. Board of Directors Responsibility The board of directors of a company is primarily responsible for: determining the company’s strategic objectives and policies; monitoring progress towards achieving the objectives and policies; appointing senior management; accounting for the company’s activities to relevant parties, e.g. shareholders
- 6. Board of Directors Minimum Directors Required in Company Section 149 lays down the minimum number of directors required in a company as follows :- i. One Person Company:- One Director. ii. Private Limited Company:- Two Directors. iii.Public Limited Company:- Three Directors. Residence of a director in India Section 149 (3) of the Act has provided for residence of a director in India as a compulsory i.e. every company shall have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year.
- 7. Board of Directors Position of Directors The position of a director has been cited by Bowen LJ in the case of Imperial Hydropathic Hotel Co Blackpool v. Hampson as a versatile position in a corporate body. Directors are sometimes described as trustees, sometimes as agents and sometimes as managing partners. These expressions are from indicating point by which directors are viewed in particular circumstances.
- 9. Board of Directors First Directors - Section 152 of the Companies Act, 2013 Residential Director - Section 149(3) of Companies Act,2013 Independent Director - Section 149(6) of Companies Act,2013 Small Shareholders Directors – Women Director - Section 149 (1) (a) of Companies Act,2013
- 10. Board of Directors Additional Directors - Section 161(1) of Companies Act,2013 Alternate Directors - Section 161(2) of Companies Act,2013 Shadow Director – Nominee Directors
- 11. Board of Directors Appointment Appointment at the general meeting – Section 152 Annual rotation Reappointment - Section 152 Fresh Appointment – Section 160 Appointment by nomination Appointment by voting on an individual basis Appointment by proportional representation Appointment of Directors by Board Appointment by Tribunal
- 12. Board of Directors Disqualifications The minimum eligibility requirement for the appointment of directors has been laid down under section 164 of the Companies Act, 2013.
- 13. Board of Directors Removal of directors The removal of directors takes place by: Shareholders Company Law Tribunal Resignation
- 14. Board of Directors Director Identification Number (DIN) Director Identification Number (DIN) is a unique 8- digit number allotted to a person who is appointed the director of a company. The validity for such a number is for a lifetime. He has to make an application in the Form DIR-3 (in case of an existing company) according to Section 153 and 154 of Companies Act, 2013. However, in the case of formation of a new company, the application is made only through SPICe (Form INC-32) at the time of its incorporation.
- 15. Board of Directors Powers of Directors General powers vested under section 179 Section 149 of the Companies Act, 2013 empowers the directors with the general power vested in the Board. The Board of directors is entitled to exercise all the powers and do all required actions which a company is authorised to exercise. But, such action is subject to certain restrictions.
- 16. Board of Directors Powers to be exercised with general meeting approval Section 180 of the Companies Act 2013 states certain powers which can be exercised by the Board only when it is approved in the general meeting. Power to constitute an Audit committee The board of directors are empowered under section 177 to constitute an audit committee. Power to constitute Nomination and Remuneration Committees and Stakeholders Relationship Committee The Board of directors can constitute the Nomination and Remuneration Committee and Stakeholders Relationship Committee under section 178.
- 17. If you have any query kindly mail me @ anjalidixitlexamicus@gmail.com