902(E) issued dated 27.03.2014. 2. It is not necessary but suggested that whenever a company amends its articles, it should ensure that subsequent to the amendment, the AOA is as per the format specified under the Companies Act, 2013. Section 2(4): repealed, on 5 December 2013, by section 4 of the Companies Amendment Act 2013 (2013 No 111). Independent Director is appointed in the AGM of 2014 for less than Five Years (Say Three Years). (a) Substituted by Insolvency and Bankruptcy Code, 2016, dated 28th May, 2016. Also, as per clause 49 III. For the financial year ending March 31, 2014, specified companies would be required to file the Compliance certificate as per the provisions of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956. Further, section 149(11) provides that no person can hold office of ID for more than ‘two consecutive terms’. Point N0.7. G.S.R. – SECOND TERM. Out of three directors 1 director is an independent director whose office is not liable to retire by rotation, 1 director is a managing director appointed for a fixed term and 1 is the promoter director/ director appointed pursuant to share purchase agreement/ nominee director etc. If a Company has granted stock options prior to the promulgation of the Companies Act, 2013, then whether such stock options can be exercisable by the Independent Directors? But the Chartered Accountant says that first we need to have 1 new director in the company only post which Director “B” can be removed as resigned and informed in ROC. Share capital 3. Ans. Is it mandatory for a company to keep its documents records, registers and minutes in electronic form? so what should i do…. (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. Section 165 (1) shall not apply to section 8 companies. (1) Every director, functioning as a director in one or more companies on or before the 30th June, 2007 and who has not yet intimated his DIN to such company or companies shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director as per Form DIR-3B. According to Rule 20(1) every listed company or a company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means. Since section 135 relating to Corporate Social Responsibility and schedule VII has become effective from April 01, 2014, every company which meets the criteria specified under sub-section (1) of section 135 is required to comply the same from April 01, 2014. The register of directors & director’s shareholding maintained before 1 April, 2014 as per the provisions of the companies Act, 1956 needs not to be converted as per the provisions of the section 170 of Companies Act, 2013. ROM(Register of Members) of a Private Limited Comapny is a public Document? If a company having turnover of more than Rs. 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. (iii) “cyber security” means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction; (iv) “electronic voting system” means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security; (v) “remote e-voting” means the facility of casting votes by a member using an electronic voting system from a place other than venue of a general meeting; (vi) “secured system” means computer hardware, software, and procedure that –. Ans. For example, in case of listed and prescribed companies, if an individual has completed four years as an auditor on April 01, 2014, he can continue for one more year in the same company and not more than that. 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