This is another experiment to achieve ease of doing business. I always pointed out combining so many forms into one without cutting numbers of licences required may not actually help businesses. Form – INC – 35 names as AGILE by the Ministry of Corporate Affairs is another such step. Whether a company under incorporation want to apply GST or not, it is required to fill and file Form AGILE. In this post, we will discuss the same.
Now, Ministry of Corporate Affairs introduced relatively easy and online e – form for surrendering director identification.
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:-
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.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, Director, India, Ministry of corporate affairs, Resignation 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.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Appointment of Director, ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, Director, India, Ministry of corporate affairs
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;-
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 –
DIR – 3 Form Version updated on 02-June-2014
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]
Rule 9 of the Companies (Allotment and Qualification of Directors) Rules 2014 laid down the manner for the Application of Director Identification Number.
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
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.
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.
Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (c) of Section (1) of Section 7 require an affidavit form an affidavit from each of the subscribers to the Memorandum and from persons named as the first directors.
Posted in Chapter II - CA2013, Companies Act 2013
Tagged Companies (Incorporation) Rules 2014, Companies Act 2013, Company, Corporate Law, first director, Form INC – 9, Incorporation, India, Ministry of corporate affairs, subscriber to memorandum
Clause (62) of the Companies Act 2013 defines “One Person Company” means a company which has only one person as a member. According to clause (68) of this section as well as Clause (c) of Sub- section (1) of Section 3; one person company is a private company.
Rule 3 of the Companies (Incorporation) Rules, 2014 say only a natural person shall be eligible to incorporate one person company. Such one person shall be Indian citizen and a resident of India. A non – resident Indian or a Foreign Citizen resident in India may not incorporate a one person company. Same rules are applicable to nominee of the sole member of a one person company.