TMI BlogChapter XI - Draft Rules under Companies Act, 2013X X X X Extracts X X X X X X X X Extracts X X X X ..... r more; or (ii) Public Companies having turnover of three hundred crore rupees or more; or (iii) Public Companies which have, in aggregate, outstanding loans or borrowings or debentures or deposits, exceeding two hundred crore rupees. Explanation: - The criteria specified under sub-rule (i) to (iii) shall be applicable for the first year and shall continue to apply to that company in subsequent years during the tenure of the Independent Director even if the paid up share capital or turnover, or borrowings/deposits, as the case may be, fall below the limits specified therein. Provided that a company belonging to any class of companies for which a higher number of independent directors has been prescribed in or under the law/regulations governing such class of companies, shall comply with the requirements specified in such law/regulation. Qualifications of independent director. 11.3. For the purposes of clause (f) of sub-section (6) of section 149 , an independent director shall possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical op ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Government for creating and maintaining the databank or the Central Government shall not be responsible for the person chosen for appointment on its board as independent director out of such databank. Further, the Central Government or such body, institute or association shall neither be responsible for any contravention of any law committed by any company or its directors by the reason of the fact that the person appointed by the company as an independent director was selected from the databank nor it will be a defence in any court of law. (4) Any person who desires to get his name included in the data bank of independent directors shall make an application to the body, institute or association notified by the Central Government in Form No. 11.1. Provided that the body, institute or association may also evolve a suitable mechanism, using public information available about appointment of independent directors by various companies, through which the names of such eligible persons are included in the data bank who are willing to act as independent directors. (5) The body, institute or association may, at its sole discretion charge a reasonable fee from the applicant for incl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsecutive years; and (c) on the expiry of the tenure, the director shall not be eligible for re-appointment. (6) A person shall not be capable of being appointed as small shareholders director of a company, if the person is not eligible for appointment in terms of section 164. (7) A person appointed as small shareholders director shall vacate the office if - (a) the director ceases to be a small shareholder, on and from the date of cessation; (b) the director incurs any of the disqualifications specified in section 164 ; (c) the office of the director becomes vacant in pursuance of section 167; (d) the director ceases to meet the criteria of independence as provided in sub-section (6) of section 149. (8) No person shall hold the office of small shareholders director in more than two companies at the same time. Consent to act as director. 11.6. For the purposes of sub-section (5) of section 152 , every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form No. 11.2: Provided that the company shall, within thirty days of the appointment of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... electronically or in any other mode, within a period of one month from the receipt of such application. (3) In case, where provisional DIN is allotted, if the Central Government, on examination, finds such application to be defective or incomplete in any respect, it shall give intimation of such defect or incompleteness, by placing it on the website and by email to the applicant who has filed such application, directing the applicant to rectify such defects or incompleteness by resubmitting the application within a period of fifteen days: Provided that if the defect or incompleteness has not been rectified or has been rectified partially or has not been rectified to the satisfaction of the Central Government, then the Central Government shall- (a) Either reject or treat and label such application as invalid in the electronic record and shall not take on record such invalid application and in such case, the provisional DIN shall lapse; and (b) Inform the applicant either by way of letter by post or electronically or in any other mode. (4) All Director Identification Numbers allotted to individual(s) by the Central Government before the commencement of these rules shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iculars from the enclosed proofs, shall incorporate the said changes and inform the applicant by way of a letter by post or electronically or in any other mode confirming the effect of such change in the electronic database maintained by the Ministry. (3) The DIN cell of the Ministry shall also intimate the change(s) in the particulars of the director submitted to it in Form No. 11.5 to the concerned Registrar(s) under whose jurisdiction the registered office of the company(s) in which such individual is a director is situated. (4) The concerned individual shall also intimate the change(s) in his particulars to the company or companies in which he is a director within fifteen days of such change. (5) The company shall disclose the change(s) in the particulars of the concerned director in the Annual Return of the company. Notice of candidature of a person for directorship. 11.11. For the purposes of sub-section (2) of section 160 , the company shall, not less than seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office: (1) b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company s holding company and associate companies relating to: (a) the number, description and nominal value of securities; (b) the date of acquisition and the price or other consideration paid; (c) date of disposal and price and other consideration received; (d) cumulative balance and number of securities held after each transaction; (e) mode of acquisition of securities ; (f) mode of holding physical or in dematerialized form; and (g) whether securities have been pledged or any encumbrance has been created on the securities. Return containing the particulars of directors and the key managerial personnel. 11.15 For the purposes of sub-section (2) of section 170, a return containing the particulars of appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form No. 11.8 along with such fee as may be provided in Annexure B within thirty days of such appointment or ch ..... X X X X Extracts X X X X X X X X Extracts X X X X
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