Management of a Company, Companies Act 2013, Director and Manager

1. MANAGEMENT OF A
COMPANY
BY:- AQIB KHAN

2. DEFINATION
1. “DIRECTOR” means a director appointed to the Board of a
Company. 2(34)
2. “BOARD OF DIRECTORS” or “BOARD”, in relation to a
company, means the collective body of the directors of the
Company. 2(1)(10)

3. NUMBERS OF DIRECTOR
PUBLIC COMPANY PRIVATE COMPANY
MINIMUM NUMBER
MAXIMUM NUMBER
MINUMUM NUMBER MINUMUM NUMBER
One Person Company

4. COMPOSITION OF DIRECTOR

5.  Resident director - 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
 Small ShareHolder Director - A listed company may have one
director elected by small share holder
COMPOSITION OF DIRECTOR

6. INDEPENDENT DIRECTOR
 Every listed public company shall have at least one-third of the
total number of directors as independent directors
 Central Government may prescribe the minimum number of
independent directors
 Independent Director not to be included in the - total number of
directors

7. INDEPENDENT DIRECTOR
 An Independent director is a director
(member) of a board of directors who
does not have a material or pecuniary
relationship with company or related
persons, except sitting fees
 An Independent Director shall hold office
for a term up to five consecutive years
on the Board of a company

8. WOMEN DIRECTOR
 Listed and prescribed class of companies to have at least 1
woman director
Following class of companies shall appoint at least 1
woman director:
 Listed company within 1 year of the commencement of
provisions
 Every other public companies-
 with paid-up capital of ` 100 crores or more; or;
 Turnover of ` 300 crores or more

9. APPOINTMENT OF DIRECTORS
 First Director - The subscribers to the memorandum who are
individuals shall be deemed to be the first directors of the
company
 Every director shall be appointed by the company in general
meeting
 No person shall be appointed as a director of a company
unless he has been allotted the Director Identification Number

10. • Every individual intending to be appointed as director of a company shall
make an application for allotment of Director Identification Number to the
Central Government in such form and manner and along with such fees as
may be prescribed. Sec 154
• A person who is intended to become a director must apply to the Registrar for obtaining a
Director Identification Number (DIN) in Form No DIR-3. The prospective director should
give a declaration to the company that he holds a DIN and is not otherwise disqualified to
become a director. A person who has been appointed as a director must notify the company
about his consent to act as director in Form No DIR-2 and to the Registrar within thirty
days of appointment in Form No DIR-12.
• No individual, who has already been allotted a Director Identification Number under
section 154, shall apply for, obtain or possess another Director Identification Number

11. APPOINTMENT OF DIRECTORS
 Additional Director
 Alternate Director
 Nominee Director
 Casual Vacancy

12. • The articles of a company may confer on its Board of Directors the power to appoint
any person, other than a person who fails to get appointed as a director in a
general meeting, as an additional director at any time.
• An additional director shall hold office up to the date of the next AGM or the last date
on which the AGM should have been held, whichever is earlier.
Additional Director:-
Alternate Director:
The Board of Directors of a company may, if so authorised by its articles or by a resolution passed by the
company in general meeting, appoint a person, not being a person holding any alternate directorship for
any other director in the company, to act as an alternate director for a director during his absence for a period
of not less than 3 months from.
NOMINEE DIRECTOR?
An individual who is given the role of a non executive director on the firm’s board of directors, in place of another
person, investor or financial institution
Directors in causal vacancy: If any vacancy is caused by death or resignation of a director appointed by the
shareholders in General meeting, before expiry of his term, the Board of directors can appoint a director to fill up
such vacancy. The appointed director shall hold office only up to the term of the director in whose place he is
appointed.

13. DISQUALIFICATIONS FOR APPOINTMENT OF
DIRECTOR: SEC 164
• A person shall not be eligible for
appointment as a director of a company, if
:-
(a) he is of unsound mind and stands so
declared by a competent court;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudicated as an
insolvent and his application is pending;
(d) he has been convicted by a court of
any offence

14. VACATION OF OFFICE OF DIRECTOR: SEC 167
1) the office of a director shall become vacant in case -
 He incurs any of the disqualifications specified in section 164;
 He absents himself from all the meetings of the board of directors held
during a period of twelve months
 He becomes disqualified by an order of a court or the tribunal
2) If a person, functions as a director even when he knows that the office of
director held by him has become vacant, he shall be punishable
3) The Central Government shall appoint the required number of directors who
shall hold office till the directors are appointed by the company in the general
meeting

15. RESIGNATION OF DIRECTOR: SEC 168
 A director may resign from his office
by giving a notice in writing to the
company
 Director shall also forward a copy of his
resignation to the registrar
 The Central Government shall appoint
the required number of directors who
shall hold office

16. RIGHT OF PERSONS TO STAND FOR
DIRECTORSHIP A person who is not a retiring
director
 The notice must be sent at the
registered office of the company,
not less than 14 days before the
meeting
 Along with the deposit of one lakh
rupees

17. NUMBER OF DIRECTORSHIPS
Public Companies
Overall

18. KEY MANAGERIAL PERSONNEL

19. Not exceed 11% of net profit of the company
To MD or WTD or
MANAGER
IF there is One MD or
WTD or MANAGER
Maximum 5% of net
profit
If there is MORE THEN
ONE MD or WTD or
MANAGER
Maximum
10% of net
profit
To Other Director
Where there is NO MD
or WTD or MANAGER
Maximum
3% of net
profit
Where there is
MD or WTD or
MANAGER
Maximum 1%
of net profit
TOTAL MANGERIAL REMUNERATION PAYABLE

20. THANK YOU