A listed company may have one director elected by such small shareholders in such manner and with such terms and conditions as may be prescribed. [Section 151]
“Small shareholders” means a shareholder holding shares of nominal value of not more than twenty thousand rupees or such other sum as may be prescribed.
Rule 7 of the companies (Appointment and Qualification of Directors) Rules 2014
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Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, India, Ministry of corporate affairs, Small shareholders’ Director
According to Section 149 of the Act, every listed company shall have at least one-third of total number of directors as Independent directors. The central government may prescribe minimum number of independent directors in other class or classes of public companies. The Act deals with provisions related to independent directors in details as discussed earlier here.
According to Rule 4 companies (Appointment and Qualification of Directors) Rules 2014, the following class or classes of companies shall have at least two directors as independent directors –
The Companies Act 2013 has gone miles towards its social justice objectives. This includes woman director, independent director and small shareholders directors. We have all these provisions in the Act earlier here. The companies (Appointment and Qualification of Directors) Rules 2014 further elaborate these provisions.
Women Director:
Rule 3 of the companies (Appointment and Qualification of Directors) Rules 2014 elaborate the provision of second proviso of sub – section (1) of Section 149 of the Act. The following class of companies shall appoint at least one woman director –
Section 164 of the Companies Act 2013, as discussed earlier here; deal with Disqualification for appointment of directors. Sub – section (1) of Section 164 list disqualifications of directors for appointment as a director of a company. The Appointment shall include reappointment but not continuation to be in office. Disqualification in this sub – section is general in nature and shall apply for an appointment and reappointment of such director in a company.
Sub – section (2) of Section 164 adds two disqualifications which are applicable to reappointment of director in same company and appointment in any other company for a period of five years from the date on which the said company defaulted and disqualification arises.
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After promoters and subscriber to memorandum of a proposed company proposed directors are most important persons for a proposed company. Once, a promoter selects proposed first directors of a company, first legal step is to check whether they have a director identification number. Incorporation documentation asks to disclose name of proposed first directors of a company.
We have already discussed the law related to Director Identification Number in an earlier post here. However, we still need to understand some legal procedures as mentioned in the relevant Rules also.
Every individual intending to be appointed as director of a company shall make an application for allotment for Director Identification Number (DIN) to the Central government. [Section 153]
This application shall be made electronically in Form DIR -3 of the Companies (Appointment and Qualification of Directors) Rules 2014. [Rule 9]
What is first legal requirement for formation of a company? This is willingness to form a company. Who should have this willingness? The promoter! Who will be the promoter? Any person, natural or legal! However, in case of One Person Company only a natural person can incorporate a company. Even in case a legal person, a natural person shall digitally and manually sign the incorporation forms and documents.
This is needless to say even a form for reservation of a name for proposed company need a digital signature among other requirements.
English: Sir Ratan Tata, founder of Sir Ratan Tata Trust (Photo credit: Wikipedia)
Director identification Number is a prerequisite for appointment as director in a company in India. Same time Register of Directors and Key Managerial personnel serve the purpose of Record of interests of these persons in company and otherwise.
DIRECTOR IDENTIFICATION NUMBER (SECTIONS 153 – 159)
Every individual intending to be appointed as director of a company shall make an application for allotment for Director Identification Number (DIN) to the Central government. (Section 153)
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Central Public Enterprises in India are not simple business enterprises, but fall under definition of “State” under Article 12 of the Constitution of India. They are subject to Writ Jurisdiction. The Right to Information Act, 2005 is applicable to them.
The Law governing Central Public Sector Enterprises are complex mix of Guidelines/instructions issued by Department of Public Enterprises (DPE), the Companies Act, 1956 regulations of Comptroller and Auditor General of India (CAG), Central Vigilance Commission, and administrative Ministry.
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UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).
In my last post, I stopped myself from further reading midway due to length of the post “Appointment and Qualification of Director”. Now, this is time to resume reading. Let us start with Additional Director, Alternate Director and Nominee Directors.
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UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
I discussed in my last post that it is first time that concept of “Key Managerial Personnel” has been introduced in India. Hopefully, present Companies Bill will change status of Corporate Governance in India. The qualified Directors and transparency in appointment of directors is single most important key for success of public corporate and corporate governance. As I discussed, appointment of “Key Managerial Personnel” is discussed in Section 203 but specific provisions of Chapter XI should be taken care of in case of appointment of Directors as they are specific provisions for them. Chapter XI consists of 23 Section from Section 149 to Section 172.
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Tagged Board of Directors, Companies Bill 2012, Company Secretary, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, Disqualification of Directors, Key managerial personnel, Legal Reforms, limit on directorship, Ministry of corporate affairs, Profession, Qualification of Directors, Reforms, Retiring Directors
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