Professional Documents
Culture Documents
Company Management
Company Management
Practice
• Directors - Disqualifications
• Corporate Governance;
The directors play a very important role in the day to day functioning of the
company. It is the board, who is responsible for the company’s overall performance.
To enable a company to live and to achieve its objects as mentioned in the objects
clause of its MOA, it has to depend upon an agency, known as Board of Directors.
— Act in good faith in order to promote the objects of the company for the
benefit of its members as a whole and in the best interests of the company,
its employees, the shareholders, the community and for the protection of
environment.
— Exercise his/her duties with due and reasonable care, skill and diligence
and shall exercise independent judgment.
Duties of Directors
— Not involve in a situation in which he/she may have a direct or indirect
interest that conflicts or possibly may conflict, with the interest of the
company.
— Not assign his/her office to anyone and if any assignment so made shall be
void.
Liabilities of Directors
Liability to Outsiders
Liability to Company
Liability to Shareholders
Criminal Liability
Liabilities of Directors
Liability to Outsiders
(f) Has not paid any calls in respect of any shares of the company held,
whether alone or jointly with others, and six months have elapsed from the
last day fixed for the payment of the call;
1. Removal by Shareholders
• An order disqualifying the person for appointment as a company secretary has been
passed by a court or tribunal
• Any dues pending/not paid by the person with respect to issue of shares or debentures
Company Secretary – Appointment
• Appointment by the Promoters – First secretary of a company is generally
appointed before its incorporation. Promoters give such appointment for
assisting them in all preliminary works of company formation, holding meetings
and preparing documents.
• A director of a company
• Statutory Duties
• General Duties
Company Secretary – Duties and Responsibilities
Statutory Duties
• Maintenance of books and registers of the company
• Filing of the necessary returns with the Registrar of Companies
• Supervising the Issue, Allotment & Transfer of Shares/Debentures
• Attending meetings and recording the proceedings
• Safe custody and proper use of the common seal of the company
• To take steps for the deduction of income tax from dividends,
interest, salary and payment to tax authorities
• To see that stamps of the requisite amount are affixed to
documents, shares and any other important documents
Company Secretary – Duties and Responsibilities
General Duties
A. Statutory Liabilities
B. Contractual Liabilities
Liabilities of a Company Secretary
A. Statutory Liabilities