WHO IS DIRECTOR?

Section 2(13) of companys act defines a director may be defined as a person having control over the direction, conduct, management, or superintendence of affairs of a company. Any person in accordance with whose direction or instructions, the board of directors of a company is custom to act is deemed to be a director of a company. Section 2 (6) of the companys act states that the directors are collectively referred to as board of directors are simply the borad.

DIRECTORS AAPOINTMENT
The aoa of a company usually named as first set of directors by their respective names or prescribed the method appointing them. If the first set of dirctors are not named in the articles the number and the names od directors shall be detemmined in writing by the subscribers of memorandum of association or majority of them.the shall hold office until directors are duly appointed in the first general meeting.

Legal position of directors

They are described as agents, trustees, managing partners of the company. The legal position of directors as agents and trustees emanate from the fact that company being an artificial person cannot act in its own person. It can act only through the directors who become their agents in the transactions the company makes with the others.

Qualification and disqualification of directors

A director must be an individual Be compitent to enter in the contract Hold a share qualification if so required by aoa Following persons are disqualified for appointment as director of a company Person of unsound mind An undischarged insolvent Person who has convicted by a court for any offence involving moral purpitude

A person whose calls in respect of share of the company are held for more than 6 months have been in arrears Person who is disqualified for appointment as director by an order of the court on grounds of frauds in relation to the company.

The board of directors

The board of directors of a company includes all directors elected by shareholders to represent their interest vested with the power of management. The board has extensive power to manage a company, delegates its power an authority to executives and carry on all activities to promote the interest on the company and its shareholders, subject to certain restrictions imposed by public authority.

Power of board
Section 292 of the companies act, it is stipulated that a companys board of directors shall exercise following powers A Make calls on shareholders in respect of money unpaid on their shares B Issue debentures C Borrows money otherwise (example public deposit) D Invest the fund of the company E Make loans. F to fill vacancies in the board gTo receive notice of disclosure of shareholding of directors

liabilities of directors
directors of a company may be laible to third party in connection with issue of prospectus, which does not contain particulars required under the companies act directors may also incur personal liability under the act on following conditions 1. On their failure to repay application money if minimum subscription has not been subscribed 2. On an irregular allotment of shares to an allotee if loss or damage is sustained 3. on their failure to repay application money if the application for the security to be delt in on a recognised stock exchange is not made

4. On failure by the company to pay bill of exchange, hundi, promissory note , cheque or order for money or goods where in the name of company is not mentioned.

Role of directors
1. Director should exhibit total commitment to the company and efficient and independent board should be conscious protecting the interest of all stake holders and not concerned too much current price of the stock. 2. Directors should steer discussions properly. Important function of director which is to set priorities and to insure these are acted upon the directors should see that all important issues concerning companies business are taken ant nothing trivial dominates and bogs them down. 3. directors responsibility to insure efficient ceos Directors have grate responsibilities in the matter of employment and dismissal of the ceo 4. board should anticipate business events an efficient board should be able to anticipate business events that would spell success or lead to disaster if proper measures are not adopted in time. 5. Director should have long term focus and stake holders interest Directors have duty to act bona fide for the benefit of a company as a whole