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Proposed Amendments in COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014

News and Press Release - Dated:- 2-2-2016 - Appointment of Independent Directors 11.1 Section 149(4) of the Act, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 prescribes appointment of independent directors in various classes of companies. The Committee noted in case of joint venture companies, wholly-owned subsidiaries, and dormant companies that fall within the purview of Section 455 of the Companies Act, 2013, there does not appear to be sufficient .....

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signs, or is removed from the Board of the company within a period of not more than one hundred and eighty days from the date of such resignation or removal. The second proviso to Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later. The Co .....

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in line with Rule 4 and SEBI Listing regulation. ESOPs issued to IDs Prior to Commencement of the Act 11.3 Clarity was sought as to whether an independent director vested with ESOPs prior to commencement of the Act i.e. 1 April 2014 can continue to hold such ESOPs and exercise these in the subsequent years. The Committee felt that prohibition under the Act cannot apply retrospectively and it is implied that any ESOPs issued or held prior to commencement of the Act would be valid and would be re .....

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. The Committee felt that since the compliances under the Act are mostly aligned to a financial year, the requirement should be linked to the financial year. The Schedule may be amended accordingly. 11.5 The Committee also deliberated as to whether guidelines, for the separate meetings required to be held by Directors, need to be issued in light of demand from certain quarters in this regard. It, however, felt that these new concepts would evolve during the course of time and the Industry Chambe .....

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and every other public company having paid up share capital of Rupees one hundred crore or more; or turnover of three hundred crore rupees or more to appoint at least one woman director. The Committee deliberated on the suggestions to increase the prescribed thresholds, making the requirement optional and penal provisions for non-compliance. The Committee felt that no change in the rule position is necessary. Resignation of a director 11.8 The proviso to Section 168 read with Rule 16 lays down r .....

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