REMUNERATION OF DIRECTORS


We have already discussed remuneration of managerial personnel under Section 197 read with Schedule V of the Companies Act 2013. In addition to managerial remuneration under Section 197 a company may pay sitting fees to its directors.

According to Rule 4 of the Companies (appointment and Remuneration of Managerial Personnel) Rule 2014, a company may pay a sitting fee to a director for attending meetings of the Board or committees thereof, such sum as may be decided by the Board of directors thereof which shall not exceed one lakh rupees per meeting of the Board or committee thereof. For Independent Directors and Women Directors, the sitting fee shall not be less than the sitting fee payable to other directors.

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APPOINTMENT OF MANAGERIAL PERSONNEL


Section 196 of the companies Act 2013 deals with appointment of certain managerial personnel namely; Managing Director, Whole time Director and Manager. Remuneration of these managerial personnel is discussed in Section 197 read with Schedule V of the Companies Act 2013. Section 203 of this Act further deals with appointment of certain other managerial personnel along with managerial personnel already discussed in Section 197.

According to Rule 3 of the Companies (appointment and Remuneration of Managerial Personnel) Rule, 2014, A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty days of the appointment, with the Registrar in Form MR – 1 along with such fee as may be specified for this purpose. We have earlier discussed Form MR – 1 in detail here.

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POSSIBILITY OF PROXY


[This is my write up published in July 2014 edition of eMagazine of Mysore Chapter of Institute of Company Secretaries of India
Download here: 126 ICSI Mysore eMagazine July 2014]

Section 105(2) of the Companies Act, 2013 says in every notice calling a meeting of a company, there shall appear with reasonable prominence a statement that member entitled to appoint a proxy and a proxy need not be a member. Prominent question on ‘proxy’ is where the institution of proxies stands under new corporate law regime.

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Company Law as on June’14


In a recent communication to its students, Institute of Company Secretaries of India identified provisions of company law as applicable on 30th June 2014. This is cut –off date regarding applicability of law for its December examination. I am sharing relevant information for my readers.

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REGISTER OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


Sub – Section (1) of Section 170 of the Companies Act 2013 mandate that every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.

Rule 17 of the Companies (Appointment and Qualification of Directors) Rules 2014 prescribed Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-

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RESIGNATION OF A DIRECTOR


According to Section 168 of the Companies Act 2013 A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company. A director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.

Rule 16 of the Companies (Appointment and Qualification of Directors) Rules 2014 prescribed that where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR – 11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

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APPOINTMENT OF DIRECTOR


Appointment of directors for this blog post does not include re – appointment of directors as such. But surely provisions are different only on compliance with Section 160 of the Companies Act 2013.

When an appointment of a director is proposed, the process starts with Notice of candidature under Section 160.

A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five percent of total valid votes cast either on show of hands or on poll on such resolution. The company shall inform its members of the candidature of a person for the office of director under sub-section (1) in such manner as may be prescribed.

Further procedure related to the notice is explained under Rule 13 of the Companies (Appointment and Qualification of Directors) Rules 2014.

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Changes in DIN particulars


Change is truth of life and life always moves on. This may result in change in particulars specified in Director Identification Number records.

Rule 12 facilitate intimation of these changes in particulars in DIN records.

Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR – 3, intimate such change(s) to the Central Government within a period of thirty days of such change(s) in Form DIR – 6 in the following manner, namely;-

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Cancellation or surrender or Deactivation of DIN


Rule 11 of the Companies (Allotment and Qualification of Directors) Rules 2014 talk about cancellation or surrender or deactivation of Director Identification Number (DIN).

The Central Government or Regional Director (Northern Region), Noida or any officer authorised by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received from any person, cancel or deactivate the DIN in case –

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MSC – 4


Application for seeking status of active company

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MSC – 3


Return of dormant companies 

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MSC – 1


Application to Registrar for obtaining the status of dormant company

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GNL – 3


Details of persons/directors/charged/specified

eForm GNL-3 is required to be filed pursuant to Section 2(60) of the Companies Act, 2013 which are reproduced for your reference.

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GNL – 2


RoC Document- ScheduleIV, ScheduleII, MoA and AoA

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GNL – 1


Applications made to Registrar of Companies

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FC – 4


Annual Return of a Foreign Company 

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FC – 3


Annual accounts along with the list of all principal places of business in India established by foreign company

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FC – 2


Return of alteration in the documents filed for registration by foreign company
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FC – 1


Information to be filed by foreign company

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URC – 1


Application by a company for registration under section 366
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