Page 159 - DCOM106_COMPANY_LAW

Company Law

Notes Signed and filed with the registrar a consent in writing to act as such director; and either:
(i) Signed the memorandum for his qualification shares, if any; or
(ii) Taken his qualification shares, if any, from the company and paid or agreed to pay for
them; or
(iii) Signed and filed with the registrar a written undertaking to take from the company his
qualification shares, if any, and pay for them; or

(iv) Made and filed with the registrar an affidavit to the effect that his qualification shares are
registered in his name.
This section does not apply to:

A company not having a share capital;
A private company;
A public company which was formed as a private company;
A prospectus issued by a company after the expiry of one year from the date on which the
company was entitled to commence business.

Self Assessment

6. The agenda of the first Board Meeting of a limited company generally consists of the
following items:
(i) Election of chairman
(ii) Approval of draft prospectus
(iii) Appointment of officers, viz., The secretary, the manager and the accountant
(iv) Incorporation of the company and the legal advisor to report on the same

The correct order in which the above items of the agenda usually appear is:
(a) (i), (ii), (iii), (iv) (b) (iv), (iii), (ii), (i)
(c) (iii), (iv), (i), (ii) (d) (iv), (i), (iii), (ii)

7. Which one the following statements relating to a company secretary are not correct?
(a) He is not likely to perform duties towards shareholders
(b) He is the mouthpiece of the Board of directors
(c) He may be considered to be the head of the administrative section of a company
(d) He is to arrange for Board meetings.

10.5 Modes of Appointments

The Companies Act does not prescribe how directors are appointed; this is left to the companies’
articles of association. Typically, directors are elected by the members at the annual general
meeting of the company.
Table A which contains default articles makes provision for the appointment of directors. Thus,
the present position is that the company’s articles will provide for the appointment of directors,
or the default position in Table A will apply unless Table A is excluded by the company’s
articles.

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