Yes, an Independent Director of a Company can be appointed as Independent Director of its Associate/sister concern. Section 207 of CA 2013 provides for conduct of inspection and inquiry. Prior to the substitution it read as under: “Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. Voting through electronic means: [1][(1) The provisions of this rule shall apply in respect of the general meetings for which notices are issued on or after the date of commencement of this rule.]. Section 152(6) of the Companies Act, 2013 provides that unless the Articles of Association provide for retirement by rotation of all directors at every annual general meeting, at least two-thirds of the total number of directors of a public company shall be persons whose office is liable to retirement by rotation and sub-section (7) provides that one-third of such directors shall retire by rotation at each annual general meeting of the company after the first annual general meeting. The Board recommends the ratification of the appointment of M/s Agarwal Prakash & Co., as Statutory Auditors of the Company till the … 2 independent directors. By what time are companies are required to switch over to the new format of Register of Members, Register of Directors and Key Managerial Personnel and their Shareholding? (3) A member may exercise his right to vote through voting by electronic means on resolutions referred to in sub-rule (2) and the company shall pass such resolutions in accordance with the provisions of this rule. Remuneration to Key Managerial Personnel. Are PAS 4 (Letter of Offer) and PAS 5 (Record of Offer) applicable for Rights Issue of shares? Such a person shall have to demit office after two consecutive terms even if the total number of years of his appointment in such two consecutive terms is less than 10 years. 19. 902(E) issued dated 27-03-2014. 2- RENT/ INTEREST/ COMMISSION (S 194H OF I TAX) PD BY CO. TO DIRECTOR In order to submit a comment to this post, please write this code along with your comment: 0f9940fef32dc2138f772482bb95537d. Ans. Whether all statutory registers maintained under the provisions of the Companies Act, 1956 need to be converted to electronic mode within the stipulated period of six months pursuant to the provisions of Companies Act, 2013? 106. ANS: The Concepts of Cost auditor and statutory auditor are completely different from each other. Also, as per clause 49 III. In this regard, please refer to the Ministry of Corporate Affairs Circular No. Please refer to Department of Company Affairs’ (now Ministry of Company Affairs) Letter No. Section 2(1) group of companies: repealed, on 1 April 2014, by section 24(5) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102). Thanks for the online updation. Section 152(6) of the Companies Act, 2013 provides that unless the Articles of Association provide for retirement by rotation of all directors at every annual general meeting, at least two-thirds of the total number of directors of a public … (D) a person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting; (g) website address of the company, if any, and of the agency where notice of the meeting is displayed; and. Please Clarify whether the appointment of Cost auditor shall be for a period of 5/ 10 years like that of the Statutory Auditor as prescribed under Section 139. It is hereby clarified that since voting through e-means would be on the basis of proportion of share in the paid-up capital or ‘one-share one-vote’, the Chairperson of the meeting shall regulate the meeting accordingly. (a) statement that the business may be transacted by electronic voting; (b) the date of completion of sending of notices; (c) the date and time of commencement of voting through electronic means; (d) the date and time of end of voting through electronic means; (e) the statement that voting shall not be allowed beyond the said date and time; (f) website address of the company and agency, if any, where notice of the meeting is displayed; and. hello (xii) the scrutiniser shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same: Provided that the Chairman or a person authorised by him in writing shall declare the result of the voting forthwith; Explanation.- It is hereby clarified that the manner in which members have cast their votes, that is, affirming or negating the resolution, shall remain secret and not available to the Chairman, Scrutiniser or any other person till the votes are cast in the meeting. S.O. Accordingly, amongst other things, the constitution of CSR Committee, preparation of CSR Policy, the spending of amount on CSR activities needs to be during the financial year 2014-15. of the members entitled to vote at such meeting.” Whether the directors appointed by entity/ies which have the interest in the Company in the nature of Equity, shall be treated as nominee directors? 49. 38. Proxy is a facility given to the members to exercise his voting rights in case the member is unable to attend and vote himself. In certain cases, it may be a loan but it cannot be said that a sum paid by way of advance is necessarily a loan. 1. Chapter XI (Sections 149–172) of the Companies Act, 2013 (CA 2013) deals with the provisions related to appointment and qualifications of directors.Section 157 of CA 2013 provides for company to inform Director Identification Number to Registrar. 20 Crores as per last audited balance sheet will be treated as small company or not? This impliedly means that the surplus arising out of CSR projects or programs or activities of the company shall not form part of the business profit of a company. Ans. Ans. 1- LOAN GIVEN BY DIRECTOR TO CO AND INTEREST GIVEN TO DIRECTOR BY CO. Required fields are marked *, Notice: It seems you have Javascript disabled in your Browser. Amendment. 51. 8/16(1)/61-PR dated May 19, 1961 wherein the views of the Department on this issue are also that a single person cannot by himself constitute a quorum at the adjourned AGM. Text Size: A A A Print. Whether shareholder’s approval is required for the said issue? (xiv) the results declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency within two days of passing of the resolution at the relevant general meeting of members; (xv) subject to receipt of sufficient votes, the resolution shall be deemed to be passed on the date of the relevant general meeting of members. 6. (ix) the Board of directors shall appoint one scrutinizer, who may be chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an advocate, but not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinize the e-voting process in a fair and transparent manner: Provided that the scrutinizer so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system; (x) the scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority; (xi) the scrutinizer shall, within a period of not exceeding three working days from the date of conclusion of e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the company and make a scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman; (xii) the scrutinizer shall maintain a register either manually or electronically to record the assent or dissent, received, mentioning the particulars of name, address, folio number or client ID of the shareholders, number of shares held by them, nominal value of such shares and whether the shares have differential voting rights; (xiii) the register and all other papers relating to electronic voting shall remain in the safe custody of the scrutinizer until the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the register and other related papers to the company. Section 2 of Companies Act, 2013, does not define the following: Principal Business Activities means those business activities which are mentioned under the main objects of the company; Advance means literally a payment beforehand. Reading of Section 2 Clause 1 to 10 of The Companies Act 2013 Wherever the term ‘interested director’ appears in the Act and the Rules thereon, read sections 2(49) and 184 together. The networth, turnover or net profit of a foreign company is to be computed in accordance with the balance sheet and profit and loss account of the foreign company prepared with respect to its Indian business operations in accordance with schedule III or as near thereto as may be possible for each financial year. Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed Mr. B.D. Rule 6(2) of the Companies (CSR Policy) Rules, 2014 provides that the CSR policy of the Company shall specify that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a company. THANKS. An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes. Inserted by Companies (Amendment) Act, and is effective from 29th May 2015. Independent directors shall not be included in the total number of directors for the purpose of sub­sections (6) and (7). These items are such which require deliberation and discussion at the meeting and of important nature. Contact. Ans: As section 197(7), section 62(1)(b) and Rule 12 of the Companies (Share Capital and Debentures) Rule, 2014, an Independent Director has been disentitled to any stock option but nowhere the Independent Directors has been prohibited to exercise the stock options which has been granted to them before Companies Act, 2013. BE it enacted by Parliament in the Sixty-fourth Year of …