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Roles, Rights and Duties of a Director

Your Role as a director:

A Company as an artificial person, acts as through directors who are elected representatives of the shareholders and execute decision making for the benefit of shareholders. When the director is appointed as whole-time director of the Company then that particular director shall be considered as employee director or whole-time director of the Company.

Director treated as officer of a Company. They are liable to certain penalties if the provision of the Companies act is not strictly complied with or in case of violations.

Director is treated as trustees of the Company‘s money and property and of the powers entrusted to and vested in them only as trustee.

Your Rights as a director:

Individual rights – to inspect books of accounts,  to receive notices of board meetings, to receive draft circular resolutions, to receive sitting fee, to be heard at the General Meetings, to inspect minutes of board meetings, to record his dissent, to participate and vote at Board meetings, to claim travel, stay and other expenses, to summon board meetings, to ask the board to appoint alternate director.

Collective rights– to refuse transfer of shares, to elect a Chairman, to appoint a Managing Director, to recommend Dividend, to approve investments.

Your Duties as a director:

Individual duties– to attend Board Meetings, to file his consent to act as Director, to take qualification shares, to abstain from discussion and voting in which he may be directly or indirectly concerned or interested.

Collective duties– Investment of funds, Holding of Annual General Meeting,Filing certain resolutions, Directors’ Report, Appointment of Auditors, Holding of Board Meetings.


Gayatri Dhote

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