ELEMENTS OF COMPANY
LAW
MANAGEMENT OF COMPANY
NAME : HARIPRIYA KIRAN GAIKWAD
CL
AS
DIVISON
S: :
C
S.Y
RO
.LL
Power and functions of directors
The Companies Act 2013 outlines the powers and functions of a
director in a company. According to the Act, the directors are
responsible for the management of the company and may
exercise all the powers of the company. However, they are
required to act within their powers in accordance with the
company's constitution and to use those powers only for the
promotion of the company's success for the benefit of its
members. The Act also specifies the following general duties of
directors:
To act within their powers in accordance with the company's
constitution.
To promote the success of the company for the benefit of its
members.
To exercise independent judgment.
To exercise reasonable care, skill, and diligence.
To avoid conflicts of interest.
The Legal Position Of A Director
The legal position of a director in accordance with the Companies
Act 2013 includes:
Acting within the company's constitution and powers.
Promoting the success of the company for the benefit of its
members.
Exercising independent judgment.
Exercising reasonable care, skill, and diligence.
Avoiding conflicts of interest.
Not accepting benefits from third parties.
Declaring any interest in a proposed transaction or arrangement.
Directors are also required to act in good faith, in the best interest
of the company, its employees, shareholders, and the community,
and protect the environment
“Types of Directors”
Executive directors: Responsible for the day-to-day management of the company
and its strategy. They are usually employees as well as directors.
Non-executive directors: Do not participate in the day-to-day operations of the
company. They provide independent advice and oversight to the board.
Managing director: Appointed by the rest of the directors and is solely responsible
for daily company operations. They are typically known as Chief Executive Officer
(CEO) and are executive directors.
Nominee directors: Appointed to represent a particular shareholder or other party.
They have the same legal rights and duties as other directors.
Alternate directors: Appointed to act on behalf of another director when they are
temporarily absent. They have the same legal rights and duties as the principal
director.
Technical Directors: They are entrusted with the technical nature of work. They
are entitled to get professional fees for the professional services provided by them
to the company.
Permanent Directors: Permanent Directors are not liable to retire by way of
rotation. The term of their office may be for life or for a specified period.
Appointment Of Director
Directors in accordance with the Companies Act 2013 are appointed as follows:
At the time of incorporation, at least one director must be appointed.
The board of directors can appoint a director to fill a vacancy.
Shareholders can appoint directors at a general meeting, provided that the
company's articles of association do not restrict this power.
A single resolution is not sufficient to appoint two or more directors at once.
A resolution moved in contravention of this provision is void
A director must be at least 18 years old
A director must not be an undischarged insolvent or have applied to be adjudicated
as an insolvent and their application is pending.
A director must not have been convicted by a court of any offence, whether or not a
pardon has been received.
A director must not be a corporate body unless the company has at least one other
natural person as a director.
A director must not be disqualified from acting as a director.

REMUNERATION OF A DIRECTOR
The remuneration of a director is not automatic
and must be conferred by the constitution of the
company. A director may also be contractually
entitled to remuneration by virtue of an agreement
or arrangement with the company. The Companies
Act 2013 distinguishes between a director's
entitlement to remuneration and reimbursement
of expenses under the articles of association of the
company, and a director's contractual entitlement
to remuneration by virtue of an agreement or
arrangement with the company. The Act also
specifies that a director's remuneration must be
approved by the shareholders at a general
meeting, and that the remuneration must be
reasonable and proportionate to the director's
duties and responsibilities.
