PREPARED BY: AAYUSHI BAROT(08) NEHAL PATEL (63)

CONSTITUTION OF BOD
The company being an artificial person carries on its activities and business

through individuals called directors.

The directors of a company collectively are referred to as Board of

Directors or Board.
No. of Directors Amendment Act, 2000 (Small Shareholders) (A)A paid up capital of 5 crore rupees or more (B)One thousand or more small shareholders

DIRECTOR IDENTIFICATION NUMBER (DIN)

The Central Government allot to any individual intending to be appointed

as director or to any existing director of a company for the purpose of his identification.
An individual shall make an application to the central govt. for allotment of

DIN.

FIRST DIRECTORS
The subscribers of the memorandum who are individuals, shall be deemed

to be the directors of the company

[Sec 254]

APPOINTMENT IN GENERAL MEETING

Directors shall be appointed by the company in the general meeting

[Sec 255]
Appointed by election.

RIGHT OF PERSONS TO STAND FOR DIRECTORSHIP [Sec 257]

A person who is not a retiring director shall be eligible for

appointment to the office of a director at any general meeting.

APPOINTMENT IN BOARD MEETINGS [Sec 262, 260 & 313]

Casual Vacancies (262) - Arises when the office of any director appointed by the company in a

general meeting is vacated before his term of office expires in the normal cause - Arises by reason of death, resignation or disqualification Additional Directors (260) - Up to the date of the next general meeting Alternate Directors (313) - The BOD if so authorised by the articles or by the resolution passed by the company in the general meeting, appoint an alternate director act for the original director during his absence for a period of not less than 3 months.

POWERS OF APPOINTMENT CENTRAL GOVT.

BY

They appoint such number of persons as the company Law Board

may, by order in writing, specify as being necessary to safeguard the interests of the company or its shareholders or the public interests to hold office as directors Not exceeding 3 years or any one occasion as it may think fit, If the company Law Board A) on a reference to it by the Central Govt. B) on an application of not less than 100 members of the company C) of the members of the company holding not less than one-tenth of the total voting power therein

APPOINTMENT BY PROPORTIONAL REPRESENTATION [Sec 255(1) & 265]

Unless the articles for the retirement of all directors at every annual meeting, not less than two-thirds of the total number of directors of the public company, or of a private company which is a subsidiary of a public company, shall Be person, whose period of office is liable to determination by retirement of directors by rotation and Be appointed by the company in general meeting The appointments must be made once in every 3 years

CONSENT OF DIRECTORSHIP
The director shall sign and file with the company if appointed. Consent in writing to act as a director need not be filled in the following

cases: - A person other than a director re-appointed after retirement by rotation or immediately on the expiry of his term of office - An additional or alternative director, or a person filling a casual vacancy in the office of a director - A person named as a director of the company under its articles as first director - A person who is appointed as a director of a private limited company Not applicable to a private company unless it is a subsidiary of a public company.

SHARE QUALIFICATION DIRECTOR

Meaning Duty (to hold a specified share qualification)

OF

Nominal value of the qualification shares (<5000 Rs.)

RESTRICTIONS ON APPOINTMENT OF DIRECTORS

Signed and filled with the registrar a consent in writing Provisions shall not applied to- A company not having share capital - A private company - A company which was a private company before becoming a

public company

NUMBER OF DIRECTORSHIP [Sec 275 to 279]

Not more than 15 companies at the same time as director The appointment shall become void on the expiry of 15 days if he

is already holding the office of director in 15 companies and is appointed as a director of any other company.

END TO DIRECTORSHIP
Disqualification Removal Retirement Vacation from office Resignation

DISQUALIFICATION
Unsound mind Insolvent Fail to pay call Fraud Already director

REMOVAL
By shareholder By Central government By company law board

RETIREMENT
By rotation

VACATION FROM OFFICE

Fail to hold share qualification Unsound mind Insolvent Fails to pay call of share Absent from meeting Disqualified by court Remove before expiry Resign

RESIGNATION
By tendering a letter of resignation. Personal reasons, To resolve a conflict of interests, At the request of the chairman