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 Agenda
³Director´-The word imply-

Responsibilities of a DIRECTOR

Boundaries for a Director & appointment

Rules & rights of company management

FACTORS which turn sour the FACT

Removal of Directors & casual vacancies

Limitation for a managing director

Disqualifications of a managing director

³Director´-The word imply-
As
general-
Managing Director is that person who design,
develop and implement the strategic plan for
their company in the most cost effective and
time efficient manner.
As laws point
of view-
A managing director, as defined in Section 2(26),
means a director who is encrusted with
substantial powers of management which would
not otherwise be exercisable by him. The
"substantial powers" of management may be
conferred upon him by virtue of an agreement
with the company
Responsibilities of a DIRECTOR
 

 !"
A managing director occupies the dual capacity of being a director as  # "$ 
well as employee of the company, so responsibility turned double.
Play a leadership role for an organization and the MD may fulfill a
motivational role for the workforce in addition to an operational role in the
running of the business £
 


  
MD should manage overall management of a company.   
 

This includes the staff, the customers the budget,
the company's assets and all other company resources
to make the best use of them and increase the
company's profitability.

MD reports to the Board of Directors on a weekly, monthly, annual or every

decade basis to keep them informed of how the company is doing.
Boundaries for a Director-
Procedure Of Appointment [S. 269]

  


 

   
    



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 Appointment of a MD
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 The person not to be appointed as managing director-
1.Who is an undischarged insolvent,or has at any time been adjudged an
insolvent.
2.A suspends or any time suspended
3.Who is convicted by a court of an offence involving moral turpitude.

The managing director is required by the articles of the company to hold a specified
share qualification & who is not already qualified in that respect, to obtain
qualification within two months after his appointment as director
BUT
After expiry of two months he does not hold the qualification then he shall be
punishable with Rs.50 for every day between such expiry & the last day on which he
acted as a director.
 a
 a
a 

A company may be removed a director (not being a director appointed
by the Central government in pursuance of sec408)before the expiry
of his Period of office.
Special notice shall be required of any resolution to remove a director under this section, or to
appoint somebody instead of a director so removed at the meeting at which he is removed

On receipt of notice of a resolution to remove a director under this section, the company shall
forthwith send a copy thereof to the director concerned, and the director (whether or not he is a
member of the company) shall be entitled to be heard on the resolution at the meeting.

Positively send a copy of representations to every member

Of the company to whom notice of the meeting is sent
 ]


 

U/s 284 the procedure is as below :

1. Members have to object on the director and to call the AGM/EGM for the removal of the said
director.

2. Company have to send the copy of objection letter of members to the director.

3. The director (who required to be removed) may submit his representation in the EGM.

4. The EGM to be called and director may be removed with majority.

5. Form-32 to be filed along with the resolution passed in EGM.

6. Copy of form-32 along with the EGM resolution result to be intimated to the
. director removed.
 d
 
  


As per sec 317 no company appoint or employ any individual as its
managing director for a term exceeding five years at a time.

No director of a company shall hold any office or place of profit.

After the commencement of sec 275 no person shall hold office at the same time as director
in more than twenty companies.

No directors of a company participate or vote in Board·s proceedings.

In case of every company, a meeting of its Board Directors Shall be held at

least once in every three months & at least four such meetings shall be held
in every year.
 |
   


             

    
       

 
 
        
    
  
    
          

      

 

  
       

   
   
        
    
 

     


   
  
  
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As per sec 260, Board of
Directors can appoint  "
 .
BUT, that such additional directors shall hold office only
Up to the date of the next annual general meeting of the company.

a
 a 
a a

A director who is either in the whole-time employment of the

Company or a managing director may be paid remuneration either
by way of a monthly payment or at a specified percentage
of that net profits of the company or partly by one way and
partly by the order.
 Disqualifications of a managing
director
Potential causes of disqualification include:
1. Allowing the company to trade while insolvent
2. Not keeping proper accounting records
3. Failing to prepare and file accounts
4. Not sending returns to Companies House
5. Failing to send tax returns and pay tax
6. Convicted by Court in any moral turpitude
  # order is a criminal offence. You could be fined and sent to
prison for up to two years.
Even if anyone have not been disqualified, rules introduced on 6 August 2007 may
prevent you from becoming a director of another company. The rules prohibit directors
of insolvent companies from becoming the director of another company with the same
or a similar name (known as a 'prohibited name') for 12 months. The rules also
prohibit directors of insolvent companies from acting in a way to promote, form or
manage a company with a prohibited name.
 6
 

Through all the view points of the survey there have been many book
which give information to prepare this project work. Google search &
internet has helped a lot. I would like to thank Mr. Anindya Sen and all
other books to prepare my project efficiently and effectively.
 BIBLIOGRAPHY
Internet Articles

Books-
1. Wadhwa·s COMPANY ACT
2. Marchentile Law by N.D Kapoor

Robert Gogans book Apartment living in Irerland.