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Essay Type Questions:
Define the term 'Director'. State the powers and duties of the Directors.
Define the term 'Director'. State the powers and duties of the Directors.
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Solution
- An appointed or elected member of the board of directors of a company who, with other directors, has the responsibility for determining and implementing the company's policy.
- powers of directors :
- 2. Powers to be exercised by the Board only at Meetings (Section 292)
Section 292 of the Indian Companies Act, 1956 provides that the board of
directors shall exercise the following powers on behalf of the company only by
means of resolutions passed at meetings of the board.
(a) The power to make calls on shareholders in respect of money unpaid
on their shares,
o
(b) The power to authorize the buy back of shares,(section 77 A)(2)(b),
(c) The power to issue debentures,
(d) The power to borrow moneys otherwise than on debentures,
(e) The power to invest the funds of the company,
(f) The power to make loans and
(g) The power to forfeit shares.
The board may, by resolution passed at a meeting, delegate the powers
specified in (d), (e), and (f), above to a committee of directors, managing directors,
the manager or any other principal officer of the company on such conditions as
the board may specify.8 9
Other Powers exercisable at Board Meeting
Over and above the powers included in section 292, the Companies Act
provides for many other powers which must be exercised only at meeting of the
board. Some of these powers are as follows:
(a) The filling of casual vacancies on the board (section 262),
(b) Appointing additional directors (section 260),
(c) Appointing alternate directors (section 313),
(d) Giving consent to contracts in which a director is interested (section
299),
(e) Recommending the rate of divided for shareholder’s approval at the
annual general meeting, .
9 Provision to section 292 (1) of the (Indian) Companies Act, 1956.
108
(f) Receiving notice of disclosure of shareholding by directors and
persons deemed to be directors(section 308),
(g) Making a declaration of insolvency to make winding up of a
company as member’s voluntary winding lip (section 488) and
(h) Appointing first auditors of the company and filling up any casual
vacancy in the office of the auditor unless such vacancy arises from resignation of
the auditor (section 224).
duties of the director:- duty for the act of purpose
- duty to promote the success of the business
- duty to use judgement independently
- selection of nominee director
- avoid conflicts
- An appointed or elected member of the board of directors of a company who, with other directors, has the responsibility for determining and implementing the company's policy.
- powers of directors :
- 2. Powers to be exercised by the Board only at Meetings (Section 292)
Section 292 of the Indian Companies Act, 1956 provides that the board of
directors shall exercise the following powers on behalf of the company only by
means of resolutions passed at meetings of the board.
(a) The power to make calls on shareholders in respect of money unpaid
on their shares,
o
(b) The power to authorize the buy back of shares,(section 77 A)(2)(b),
(c) The power to issue debentures,
(d) The power to borrow moneys otherwise than on debentures,
(e) The power to invest the funds of the company,
(f) The power to make loans and
(g) The power to forfeit shares.
The board may, by resolution passed at a meeting, delegate the powers
specified in (d), (e), and (f), above to a committee of directors, managing directors,
the manager or any other principal officer of the company on such conditions as
the board may specify.8 9
Other Powers exercisable at Board Meeting
Over and above the powers included in section 292, the Companies Act
provides for many other powers which must be exercised only at meeting of the
board. Some of these powers are as follows:
(a) The filling of casual vacancies on the board (section 262),
(b) Appointing additional directors (section 260),
(c) Appointing alternate directors (section 313),
(d) Giving consent to contracts in which a director is interested (section
299),
(e) Recommending the rate of divided for shareholder’s approval at the
annual general meeting, .
9 Provision to section 292 (1) of the (Indian) Companies Act, 1956.
108
(f) Receiving notice of disclosure of shareholding by directors and
persons deemed to be directors(section 308),
(g) Making a declaration of insolvency to make winding up of a
company as member’s voluntary winding lip (section 488) and
(h) Appointing first auditors of the company and filling up any casual
vacancy in the office of the auditor unless such vacancy arises from resignation of
the auditor (section 224).
duties of the director:
- duty for the act of purpose
- duty to promote the success of the business
- duty to use judgement independently
- selection of nominee director
- avoid conflicts
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