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Director of a company (B), ii. Exceptions in Section 224(2) of Companies…
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- An undischarged bankrupt unless he obtained the leave of the Official Receiver or the Court.
- Convicted of an offence relating to the promotion, formation or management of a corporation.
- Convicted of an offence involving bribery, fraud and dishonesty.
- Convicted of an offence under Sections 213, 217, 218, 228, and 539
- Disqualified by the Court under Section 199 on their power to disqualify persons from acting as director or promoter of a company.
- Subject to its constitution, a director may be removed by ordinary resolution.
- Special notice is required of a resolution to remove a director under this section or to appoint another person instead of the director at the same meeting.
- the ordinary resolution for the removal of director must be passed at a physical general meeting and cannot be passed by way of a written resolution
- A director may be removed in accordance with Section 206 provided in the Act
- Not with standing anything in the constitution or any agreement between a public company and a director, the company may by ordinary resolution at a meeting remove the director
- Special notice is required of a resolution to remove a director under this section or to appoint another person instead of the director at the same meeting. No special notice is required if the removal was exercised under the constitution.
- the ordinary resolution for the removal of the director must be passed at a physical general meeting and cannot be passed by way of a written resolution.
- right to make oral representation or written representation
- right for the written representation to be notified to the members
- if the copy of representation is not sent as required, the director may require that the representation be read out at the meeting.
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i. Company is generally prohibited from making loans/provide security to persons connected with its directors.
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- a person connected with the director’ mean a member of the directors’s family, a body corporate which is associated with that director, a trustee of a trust which the director is a beneficiary, a partner of the director
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- A member of that director’s family’ shall include his spouse, parent, child (including adopted child and stepchild), brother, sister and the spouse of the director's child, brother or sister.
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iv. Use any opportunity of the company which he became aware of, in the performance of his functions as the director
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- Responsibility for action of delegate power to any committee, director, officer employee, expert or any other person
- Duty to make disclosure by notice in writing
- Duty to disclose of interest in contracts, proposed contrasts, property, offices, etc
- Duty not to participate or vote for any interested contract entered into or proposed to be entered into by the company
- Approval of company required for disposal by directors of company’s property or undertaking
- Duty to call meetings required by members
- A director of a company shall exercise reasonable care, skill and diligence with
- The knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities
- Any knowledge, skill and experience which the director in fact has
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- Reliance on information, professional and expert advice, opinions, reports or statements made by any officer of the company, expert or professional person, other directors or any committee of the Board.
- Duty to circulate member’s statement for public company