Tuesday 9 October 2018

Types of Directors under Companies Act 2013



1. Women Director - As per second proviso to section 149(1), at least one women director shall be on board of such class or classes of companies as may be prescribed.

Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 provides that following class of companies shall appoint at least one woman director - 
a) Every Listed Company
b) Every other public company having - 
     i) paid up share capital of Rs 100 crore or more or
     ii) turnover of Rs 300 crore or more

2. Resident Director - As per section 149(3), every company shall have at least one director who stayed in India for a total period of not less than 182 days in the previous calender year.

3. Independent Director - As per section 149(4), every listed public company shall have at least one-third of the total number of directors as independent directors.

According to Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, following class of companies shall have at least 2 Independent Directors:
a) Public Companies having paid up share capital of Rs 10 crore or more or
b) Public Companies having turnover of Rs 100 crore or more or
c) Public Companies having in aggregate outstanding loans, debentures and deposits exceeding Rs 50 crore.

4. Small Shareholders Director - According to section 151, a listed company may have one director elected by such small shareholders.
Here Small Shareholders means a shareholder holding shares of nominal value of not more than Rs 20,000 or such other sum prescribed.

The Companies (Appointment and Qualification of Directors) Rules, 2014 provides for the procedure for appointment of small shareholders director according to which:
i) A Listed company may upon notice from not less than
a) 1000 small shareholders or
b) 1/10th of the total number of such shareholders
whichever is lower
have a small shareholders director elected by small shareholders.

5. Additional Director - As per section 161(1),
a) The articles of a company may confer its Board of Directors the power to appoint any person as an additional director at any time.
b) A person, who fails to get appointed as a director in a general meeting, cannot be appointed as additional director.
c) Additional director shall hold office upto next Annual General Meeting (AGM) or the last date on which AGM should have been held whichever is earlier.

6. Alternate Director - As per section 161(2),
i) The Board of Directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint a person to act as alternate director in place of another director (original director) during his absence for a period of not less than 3 months from India.
ii) A person who is holding any alternate directorship for any other director in the company cannot be considered for appointment as above.
iii) No person can be appointed as alternate director for independent director until he is qualified to be appointed as independent director.
iv) An alternate director shall not hold office for a period longer than that permissible to the original director in whose place he is appointed and shall vacate the office if and when the original director returns to India.
v) If the term of office of the original director is determined before he returns to India, any provision for the automatic re-appointment of retiring directors in default of another appointment shall apply to original, and not to the alternate director.

7. Nominee Director - As per section 161(3), subject to articles of a company, the Board may appoint any person as a director nominated by an institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.

8. Executive Director - As per Rule 2(1)(k) of the Companies (Specification of definitions details) Rules 2014, Executive Director means a whole time director as defined in section 2(94) of Companies Act 2013.
As per section 2(94) of Companies Act 2013, whole time director includes a director in the whole time employment of the company.

9. Managing Director - As per section 2(54), managing director means a director who, by virtue of the articles of a company or an agreement passed with the company 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 company and includes a director occupying the position of managing director, by whatever name called.    

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