Company Directors – Part 2

Whole-time Director” has been defined to incorporate a director within the whole-time employment of the corporate . A whole-time director refers to a director who has been employed of the corporate on a fulltime basis and is additionally entitled to receive remuneration. A whole-time director is taken into account and recognised as a ‘key managerial personnel’ in clause (51) of section 2 of the Act.

Managing Director

As per Section 2(54) of the businesses Act, 2013, a “Managing Director” means a director who, by virtue of the articles of a corporation or an agreement with the corporate or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the corporate and includes a director occupying the position of director , by whatever name called.

In simpler words we can say a Managing Director is someone who is responsible for daily operations of a company, organization, or corporate division. This position may be a a part of executive management of a corporation who is liable for day to day management of the corporate . The director is taken into account and recognised as a ‘key managerial personnel’ in clause (51) of section 2 of the Act

Disqualifications of a Director (Sec.164)

Under company law, a director are often disqualified for any of the subsequent reason:

1. he’s of an unsound mind and is said so by the court.

2. He is insolvent.

3. He is in the process of declaring insolvency and his application is pending.

4. He has been convicted by a court of any offence (whether or not involving moral turpitude) and has been imprisoned for at least six months. However, if an individual has been convicted of any offence and has served a period of seven years or more, he shall not be eligible to be appointed as a director in any company.

5. If an order has been passed disqualifying him of being appointed as a director by a court or Tribunal.

6. He has not paid any calls with respect to any shares of the company held by him, whether alone or jointly with others, and a period of six months has elapsed from the Judgment Day fixed for the payment of the decision .

He has been convicted of offences handling related party transactions at any time during the last preceding five years.

8. He has failed to acquire a Director Identification Number.

No person who is or has been a director of a company which— (a) has not filed financial statements or annual returns for any continuous period of three financial years; or (b) has did not repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the maturity or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as a director of that company.

Duties of Director (Sec. 166)

• A director of a company shall act in accordance with the Articles of Association (AOA) of the company.

• A director of the company shall act in good faith, in order to promote the objects of the company, for the benefits of the company as a whole, and in the best interests of the stakeholders of the company.

• A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

• A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

• A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of creating any undue gain, he shall be susceptible to pay an amount adequate to that gain to the corporate .

• A director of a company shall not assign his office and any assignment so made shall be void.

• If a director of the corporate contravenes the provisions of this section such director shall be punishable with fine which shall not be but one Lakh Rupees but which may extend to five Lac Rupees.

Aishwarya Says:

I have always been against Glorifying Over Work and therefore, in the year 2021, I have decided to launch this campaign “Balancing Life”and talk about this wrong practice, that we have been following since last few years. I will be talking to and interviewing around 1 lakh people in the coming 2021 and publish their interview regarding their opinion on glamourising Over Work.

If you are interested in participating in the same, do let me know.

Do follow me on FacebookTwitter  Youtube and Instagram.

The copyright of this Article belongs exclusively to Ms. Aishwarya Sandeep. Reproduction of the same, without permission will amount to Copyright Infringement. Appropriate Legal Action under the Indian Laws will be taken.

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We also have a Facebook Group Restarter Moms for Mothers or Women who would like to rejoin their careers post a career break or women who are enterpreneurs.

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