Q: Discuss Section 149 of companies act, 2013 ?

Ans: (1) Every company shall have a Board of Directors consisting of individuals as  directors and shall have—
(a) a minimum number of three directors in the case of a public company , two directors in the case of a private company , and one director in the case of a One Person Company ; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing a special resolution:
Provided Further that such class or classes of companies as may be prescribed, shall have at least one woman director.
(2) Every company existing on or before the date of commencement of this Act shall within one year from such commencement comply with the requirements of the provisions of sub-section (1).
(3) Every company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two i.e., 182 days during the financial year:
Provided that in case of a newly incorporated company the requirement under this sub-section shall apply proportionately at the end of the financial year in which it is incorporated.

Note: The minimum number of directors are mentioned in section 149(1)(a) of companies act,  2013 and maximum number of directors are mentioned in section 149(1)(b) of companies act. The woman director is also mentioned under section 149(1)(b) of companies act, 2013.  Section 149(3) mentions that atleast one director must be the resident of India. 

Section 152(1) of companies act,  2013 lays down the appointment of first director of the Companies. 

Section 152(1) of the Act provides for the appointment of the first directors of the companies. The first directors hold their offices from the date of formation of the companies.

As per Section 152(1), the Articles of Association of Companies have provisions through which the companies appoint the first directors.

Private Limited or Public Limited :

When no provision is made in the  articles of a company for the appointment of first director,  the subscribers to the memorandum who are individuals shall be deemed to be the first director of the company until the directors are duly appointed.

A subscriber, in a company, is an original and one of the first shareholders of the company. A subscriber subscribes to the shares of the company at the time of its incorporation.

One Person Company:

An individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member in accordance with the provisions of this section.

According to section 152(2) of companies act, 2013, the directors will be appointed by the owners of the company. Every director shall be appointed by the company in general meeting of company. The director runs the company whereas the owners are the shareholders of the company.

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