Ch 3: Directors
1. Introduction and Eligibility
1-1 Director: Definition [R]
1-2 Minimum Number of Directors of A Company [O]
1-3 Consent to Act as Director to be Filed With Company [O]
1-4 Number of Directorship [O]
1-5 Ineligibility of Certain Persons to Become Director [I]
1-6 Q&A HP Limited (ICAP Spring 2018) [R]
1-7 Q&A SE Limited (Practice Question) [R]
1-8 Ineligibility of Bankrupt to Act as Director [I]
1-9 First Director and Their Term [O]
Query: Sir additional directors or subsequent directors main kya difference hi?
Response: Here the meaning is as follows:
1. Additional directors: Adding more directors with company's first directors (who were appointed through document of incorporation.)
2. Subsequent directors: Those who will be appointed after the retirement of first directors.
1-10 Term of Office of Directors [R]
Query: unlisted company fills casual vacancy?
Response: Yes, all companies can fill casual vacancy and must do so when necessary to maintain minimum number of directors. However, time limit for listed company is mentioned in law and time limit for unlisted company is not mentioned.
1-11 Retirement of First and Subsequent Directors [I]
2. Election, Nomination and Casual Vacancy
2-1 Procedure for Election of Directors [I]
2-2 Q&A Statements' Analysis (Practice Question) [O]
2-3 Nominee Directors & Related Provisions [R]
Query: Can you please guide how to calculate number of votes available to nominating body at election of directors after they have nominated one or two directors already in accordance with Section 165(2) of Companies Act, 2017?
Response: Click here
2-4 Fresh Election of Directors [R]
2-5 Q&A Al-Falah Sugar Mills Limited (Practice Question) [O]
2-6 Powers of Court to Declare Election of Directors Invalid [R]
2-7 Validity of Acts of Directors [I]
2-8 Director Appointed to Fill up Casual Vacancy [I]
Query: unlisted company fills casual vacancy?
Response: Yes, all companies can fill casual vacancy and must do so when necessary to maintain minimum number of directors. However, time limit for listed company is mentioned in law and time limit for unlisted company is not mentioned.
2-9 Q&A Alpha Securities Limited (Practice Question) [O]
2-10 Q&A Lalazar Limited (i) (Practice Question) [O]
2-11 Q&A Goldfish Limited (ICAP Autumn 2021) [I]
3. Vacation of Office and Removal
3-1 Vacation of Office By The Directors [I]
3-2 Q&A Behaal Limited (ICAP Spring 2018) [O]
3-3 Removal of Directors [I]
3-4 Q&A ABC Limited (Practice Question) [O]
3-5 Q&A Babar (Practice Question) [O]
3-6 Q&A Aslam (Practice Question) [O]
3-7 Q&A Sun Limited (Practice Question) [O]
3-8 Q&A Baalbek Limited (ICAP Autumn 2018) [O]
3-9 Lalazar Limited (ii) (Practice Question) [O]
3-10 Q&A Cartier Metal Limited (I) (ICAP Spring 2023) [I]
4. Powers and Duties
4-1 Powers of Board [I]
4-2 Q&A Rahbar Refiners Limited (Practice Question) [O]
4-3 Duties of Directors [R]
4-4 Compliance With The Code of Corporate Governance [R]
4-5 Liabilities of Directors and Officers [I]
4-6 Independent Director [R]
Query: 18:30 what type of relaxation .
Response: e.g. allowing extra time in appointment of independent director, or allowing to appoint and independent director whose name is not yet included in data bank.
4-7 Q&A Independent Directors (IACP Spring 2022) [O]
4-8 Protection to Independent and Non - Executive Directors [R]
Query: sir apne jo non executive director ke 2 type bataye unme kya difference hai?
Response:Â
1. Independent directors (who are also non-executive directors) Video link:Â https://www.youtube.com/watch?v=2EFxoKtbEFs
2. Other non-executive directors.
Query: 1)a non-executive director elected as chairman but an independent director why is elected? role in the company is part of our syllabus
2)listed company board consist which type of director
Response: 1. Independent directors are essentially outside directors who play an important role in corporate governance. They provide unbiased advice, perspective, and judgment to the board of directors. They’re also responsible for evaluating the strength of their board, especially monitoring conflicts of interest and complying with corporate governance guidelines. While they’re a key part of the company’s board of directors, they bring a unique perspective, mainly because they have no material relationship with the company. IT IS PART OF SYLLABUS of CAF 7, see page 69 of ICAP study text (definition heading).
2. The complete requirements are part of Listed Companies (Code of Corporate Governance) Regulations, 2019 (NOT PART OF SYLLABUS OF CAF 7). It includes executive directors, non-executive directors, independent directors, female directors, etc.
4-9 Q&A Excellent Technologies Limited (ICAP Autumn 2020) [I]
5. Proceedings
5-1 Proceedings of the Board [I]
5-2 Passing of Resolution by the Directors Through Circulation [I]
5-3 Q&A Haider Limited (Practice Question) [O]
5-4 Records of Resolutions and Meetings of Board [R]
6. Restrictions, Prohibitions and Limitations
6-1 Restriction on Director's Remuneration  [O]
6-2 Q&A Independent Director & Remuneration (ICAP Autumn 2019) [O]
6-3 Prohibition on Assignment of Office by Directors [I]
6-4 Q&A KM Limited (Practice Question) [O]
6-5 Q&A Hameed in ABC Limited (Practice Question) [O]
6-6 Rapid Construction Limited (ICAP CFAP Winter 2016) [O]
6-7 Restriction on Non - Cash Transactions involving Directors [I]
6-8 Q&A King Limited (ICAP CFAP Summer 2019) [O]
6-9 Q&A Kismet Limited (ICAP CFAP Winter 2019) [O]
6-10 Loans to Directors: Requirement of Members' Approval  [I]
6-11 Q&A Shah Limited (Practice Question) [O]
6-12 Q&A Azad Limited (Practice Question) [O]
6-13 Q&A TS Limited (Practice Question) [O]
6-14 Political Contributions & Distribution of Gifts [R]
7. Objective Based Q&A