Secretarial Practice · Class 11 Commerce
Ch 6Directors and Key Managerial Personnel of a Company — Class 11 Secretarial Practice, concept-first.
A joint stock company is an artificial legal person — it can own property, sue and be sued, and enter into contracts, but it has no body of its own and cannot act by itself. It can only act through human beings appointed to run it.
Key concepts
Hover a concept to preview it and jump to its most relevant Q&A.
Number, Appointment and Qualification of Directors
Section 149(1) fixes minimum/maximum directors by company type (public: 3–15; private: 2–15; OPC: 1–15, more only by special resolution), and requires at least one resident director.
Most relevant Q&A
Chapter contents
The NCERT structure, section by section. Open a section to see its questions, then read the concept-first solution.
Overview
A joint stock company is an artificial legal person — it can own property, sue and be sued, and enter into contracts, but it has no body of its own and cannot act by itself.
Director — Meaning, the Board of Directors, and DIN
Meaning of "director" [Section 2(34), Companies Act, 2013]: the Act itself defines a director simply as "a director appointed to the Board of a company." This looks circular at first, but the point is…
Types of Directors
The Companies Act, 2013 does not treat every director alike — different situations call for different kinds of directors, and the Act names and regulates several distinct categories:
Number of Directors, Appointment, and Qualifications
Minimum and maximum number of directors [Section 149(1)]: every company must have a Board of Directors consisting only of individuals (a company or other body corporate cannot itself be a director).
Disqualification and Removal of Directors
Disqualifications for appointment as director [Section 164]: a person cannot be appointed, or cannot continue, as a director of any company if they fall into any of the following (main grounds): - the…
Powers, Duties, and Liabilities of Directors
Powers of the Board [Section 179]: the Board of Directors is entitled to exercise all such powers and do all such acts as the company itself is authorised to do, EXCEPT those powers the Act or the com…
Key Managerial Personnel (KMP)
Meaning [Section 2(51)]: while the Board of Directors sets policy and takes collective decisions, the Companies Act, 2013 separately identifies a small set of senior, whole-time officers who actually…
Distinction between Director and Key Managerial Personnel
Students preparing the Maharashtra HSC Secretarial Practice Std XI syllabus most often lose marks by blurring "director" and "KMP" into one idea — they overlap (a Managing Director or Whole-time Direc…
More questions
10 Q+−Show 2 questionsHide questions2 questions
+−Show 2 questionsHide questions2 questions
+−Show 1 questionHide questions1 question
+−Show 2 questionsHide questions2 questions
+−Show 3 questionsHide questions3 questions
- Q8Explain the different types of directors that a company may have under the Companies Act, 2013.Free
- Q9Explain the powers, duties, and liabilities of directors under the Companies Act, 2013.Preview
- Q10Explain the meaning of Key Managerial Personnel (KMP) and state which companies are required to appoint them under Section 203 of the Compan…Preview