DIRECTOR
WHO CAN BE A DIRECTOR– Only an individual shall be eligible to be appointed as director. A director is a person who is appointed as a director. DIN is mandatory for a person who wants to become a director. A minor cannot become a director of the company.
APPOINTMENT OF DIRECTOR SEC-152 – if no provision is made in the AOA, then subscribers to the MOA who are individual shall be the first directors of the company unless duly appointed in the AGM. Any person shall be appointed as a director by passing a resolution in the AGM. Consent to act as a director shall be obtained before making such appointment.
ROC FILING– Consent to act a director shall be obtained before making such appointment in Form- DIR-2 and E-form DIR-12 has to be filed within 30 days of his appointment.
MINIMUM NUMBER OF DIRECTOR- A public company shall have atleast 3 director in his Board and a private company shall have atleast 2 director in his board, one person company shall have minimum 1 director.
MAXIMUM NUMBER OF DIRECTOR– Every company has maximum number of director in his board is 15 however a company may appoint more than fifteen Directors after passing a special resolution
DIRECTORSHIP- A director shall not hold directorship in more than 20 companies. Director shall not hold directorship in more than 10 public companies.
WOMAN DIRECTOR- Listed company,
Public company having paid up share capital 100 core or more,
Public company having turnover 300 crore or more shall have atleast 1 woman director in his board.
INDEPENDENT DIRECTOR- Listed Company shall have atleast one third of total director as an independent director.
Shall have Atleast two independent director
Public company having paid up share capital 10 core or more,
Public company having turnover 100 crore or more,
Public company having borrowings, public deposits, debenture 50 crore or more
DISQUALIFICATIONS FOR APPOINTMENT OF DIRECTOR SEC-164 –
(1) He is of unsound mind and stands so declared by a competent court;
(2) He is an undischarged insolvent;
(3) He has applied to be adjudicated as an insolvent and his application is pending;
(4) He has been convicted by a court of any offence for more than 6 months.
(5) An order disqualifying him for appointment as a director has been passed by a court
(6) He has not paid any calls in respect of any shares for continues period of 6 months.
(7) He has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years
(8) Not having DIN to any person who want to become a director.
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