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Tag Archives: Corporate Law
Form for Director Identification Number
Posted in Chapter XI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, DIN, Director Identification Number, India, Ministry of corporate affairs
Allotment of Director Identification Number
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.
Posted in Chapter XI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, DIN, Director Identification Number, India, Ministry of corporate affairs
SMALL SHAREHOLDERS DIRECTORS
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
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, India, Ministry of corporate affairs, Small shareholders’ Director
INDEPENDENT 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 –
WOMAN DIRECTOR
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 –
DISQUALIFICATION OF DIRECTORS
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.
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, Disqualification of Directors, India, Ministry of corporate affairs
Liberal Interpretation of CSR Schedule
Newly born Indian Corporate Social Responsibility Law is subject to a debate too hot to have it, too tasty politically, socially and economically to avoid it.
In a recent general circular 21 of 2014 dated 18th June 2014, Government of India urged that “the entries in the said Schedule VII must be interpreted liberally so as to capture the essence of the subjects enumerated in the said Schedule.”
RECORDS IN ELECTRONIC FORM
Section 120 of the Companies Act 2013 lay down provision for maintenance and inspection of documents in electronic form. This is permitted that any document, record, register, minute etc may be kept in electronic form. The record so kept may be inspected in electronic form. The copy may also be furnished in electronic form.
MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM:
Every listed company or a company having not less than one thousand shareholders, debenture holders and other security holders, shall maintain its records, as required to be maintained under the Act or rules made there under, in electronic form. In case of existing companies, data shall be converted from physical mode to electronic mode within six months from the date of notification of provisions of section 120 of the Act. [Rule 27(1)]
MINUTES
Earlier I wrote a long post on Resolution and Minutes under the Companies Act 2013. The Companies (Management and Administration) Rules 2014 supplement these provisions of the Act.
Rule 25 deals with minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.
RESOLUTIONS AND AGREEMENTS TO BE FILED
There are certain resolution and agreement which are important to have a public notice. Section 117 of the Companies Act lay downs provisions.
A copy of every resolution and agreement in respect of certain matters together with the explanatory statement annexed to the notice calling the meeting shall be filed with the Registrar with thirty days of passing or making.
SPECIAL NOTICE
Section 115 of the Companies Act 2013 requires certain business to be transacted in general meeting only after a special notice of the resolution.
There are certain businesses under the Act and may be some additional businesses in the articles of the company, which requires special notice for resolution. The notice of the intention to move such resolution shall be given to the company by prescribed number of members holding not less than one percent voting power or holding shares of paid – up value of five lakh rupees. On receipt of such notice from these members, the company shall give notice in prescribed manner to its members.
POSTAL BALLOT
Section 110 of the Companies Act, 2013 creates legal backing for postal ballot.
A company shall transact businesses notified by Central Government through postal ballot only not in general meeting.
Scrutiny of Poll Process
Section 109 of the Companies Act 2013 deals with provisions related to demand for Poll in a general meeting.
Where a poll is to be taken, the chairman of the meeting shall appoint necessary number of person to scrutinise the poll process and vote given on the poll and to report thereon. [Section 109(5)]
Rule 21 of the Companies (Management and Administration) Rules 2014 deals with “manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon”.
Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility
Tagged Annual General Meeting, Companies Act 2013, Corporate Law, Extra Ordinary General Meeting, General Meeting, India, Ministry of corporate affairs, Notice, Proxy, scrutinizer, The Companies (Management and Administration) Rules 2014, voting through electronic means
VOTING THROUGH ELECTRONIC MEANS
The Central Government got freehand under Section 108 of the Companies Act, 2013 which simply reads, “The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means.”
The Rule 20 of the Companies (Management and Administration) Rules 2014 has all power to administer voting through electronic means.
Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility
Tagged Annual General Meeting, Companies Act 2013, Corporate Law, Extra Ordinary General Meeting, General Meeting, India, Ministry of corporate affairs, Notice, Proxy, The Companies (Management and Administration) Rules 2014, voting through electronic means
PROXIES
Section 105 of the Companies Act 2013 frames law regarding proxies. We have Rule 19 of the Companies (Management and Administration) Rules 2014 to supplement provisions relating to proxies.
Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. [Section 105(1)]
A member of a company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company. [Rule 19(1)]
Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility
Tagged Annual General Meeting, Companies Act 2013, Corporate Law, Extra Ordinary General Meeting, General Meeting, India, Ministry of corporate affairs, Notice, Proxy, The Companies (Management and Administration) Rules 2014
NOTICE OF THE MEETING
According to Section 101 of the Companies Act, 2013 a General meeting of a company may be called by giving not less than clear twenty – one days’ notice either in writing (i.e. in paper form) or through electronic mode.
If consent is given in writing or by electronic mode by not less than ninety – five percent of members entitled to vote at such meeting, a general meeting may be called after giving a notice of a shorter period, which is called shorter notice (not short in contents but time period). [Section 101(1)]
Rule 18 of the Companies (Management and Administration) Rules 2014 explains provisions related to notice through electronic mode.
A company may give notice through electronic mode. The expression ‘‘electronic mode’’ shall mean any communication sent by a company through its authorized and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the member. [Rule 18(1)]
EXTRAORDINARY GENERAL MEETING BY REQUISTIONISTS
Section 100 of the Companies Act, 2013 lay down law related to Extra – ordinary general meeting called on requisition of members. Rule 17 of the Companies (Management and Administration) Rules 2014 supplements provisions of Section 100 of the Act.
AishMGhrana 