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8/16/2019 Appointment and Qualification Director
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• 1
APPOINTMENT AND
QUALIFICATIONS OF
DIRECTORS (SEC 149-172)
By - Ankit Singh
B.Com, CS (Final), MBA (IB )
8/16/2019 Appointment and Qualification Director
2/32
PPOINTMENT & QU LIFIC TIONS OF DIRECTORS
(SEC 149)
• Minimum 2 directors in a private company, 3 directors in a publiccompany and one director in an OPC
• Maximum 15 directors
• Special resolution required or more t!an 15 directors"
WOMAN DIRECTOR
• #very listed company and ot!er public companies !avin$ a paid
up capital of Rs 100 crore or more or turnover of Rs 300crore or more to appoint at least one %oman director it!inone "ear "
• &ntermittent vacancy o %oman director to be illed up not latert!an t!ree mont!s or next board meetin$, !ic!ever is later
RE#IDENC$• At least one director to sta" in India for not less t!an 1%&
da"s in t!e previous calendar "ear'
MCA Clarification( 'urin$ t!e calendar year 2(1), t!e director*s+s!ould be resident in &ndia or more t!an 13 days"
• 2 By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
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INDE)ENDENT DIRECTOR
•-isted public company. ot!er pu*lic companies !avin$ apaid up capital o /s 1( crore or more or turnover o /s 1((crore or more or !avin$ outstandin$ loan, debentures anddeposits exceedin$ /s 5( crore or more to !ave 103rd oardstren$t! as &ndependent 'irector %it!in 1 year *)rivate
companies e+empted+• tleast 2 directors s!all be t!ere in t!e above companies.!i$!er number o independent directors may be required dueto composition o udit Committee
•&ndependent director deined ex!austively u0s 1)4*+"•#very independent director to $ive at t!e irst meetin$ adeclaration in every inancial year t!at !e is independent"
•Independent directors to a*ide *" t!e code , #c!edule-I."
• 3
PPOINTMENT & QU LIFIC TIONS OF DIRECTORS
(SEC 149)
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
4/32
• T!e Code inter alia sets out /a Role and functions ofIndependent Directors /* t!eir duties /c manner of
appointment /d !oldin of at least one meetin ofindependent directors in a "ear it!out t!e attendance ofnon-independent directors and mem*ers of manaement
• o remuneration ot!er t!an sittin$ ee, commission on proitand reimbursement o expenses to &ndependent 'irectors
• o stoc6 Option to &ndependent 'irectors
• &ndependent director to !old oice up to 5 consecutive years
• /eappointment on passin$ a special resolution or next iveyears and disclosure in oard7s /eport"
• &ntermittent vacancy o independent director to be illed up notlater t!an t!ree mont!s or next board meetin$, !ic!ever islater
• 4
(SEC 149)
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
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• rea6 o t!ree years necessary ater t%o terms orreappointment"
• o association %it! t!e company directly or indirectly inany capacity in t!e said t!ree "ears"
• E+istin tenure of t!e independent director not to *ecounted' Clause 2 of 4A is in t!e contrar"'
• person %!o !as already served as an &ndependent'irector or ive years or more in a company as on(1"1("2(1) s!all be eli$ible or appointment on completiono !is present term or one more term o up to 5 years only"
• &ndependent director not liable to retire by rotation"• #xplanatory statement to t!e notice required in case o
appointment o independent director t!at !e ulills t!econditions speciied in t!e ct"
• 5
PPOINTMENT & QU LIFIC TIONS OF DIRECTORS
(SEC 149)
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
6/32
• Re5uisition it! deposit of Rs 1 lac re5uired for
appointment of ID at t!e s!are!olders6 meetin
• Independent director to *e e+cluded !ile computindirectors retirin *" rotation in ever" A7M'
• 8ormal letter of appointment to be issued to &'s %it!in
one %or6in$ day rom t!e date o appointment o &'
• )erformance evaluation of Independent Directors(
a+ omination Committee to lay do%n t!e evaluation criteriaor perormance evaluation o &'s
• 6
INDEPENDENT DIRECTORS – DDITION L
REQUIREMENTS / DISCLOSURES UNDER EQUITY
LISTING GREEMENT
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
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b+ Company to disclose t!e criteria or perormanceevaluation as &'s in its nnual /eport
c+ On t!e basis o t!e report o perormance evaluation, its!all be determined %!et!er to extend or continue t!e termo &ndependent 'irectors
•#eparate Meetins of Independent Directors *at leastone meetin$ a year+ %it!out t!e presence o nonindependent directors and members o mana$ement
•8!e company to provide suitable trainin$ to independent
directors to amiliari9e t!em %it! t!e company, t!eir roles,ri$!ts, responsibilities in t!e company" Details of suc!trainin imparted to *e disclosed in t!e Annual Report'
• 7
INDEPENDENT DIRECTORS – DDITION L
REQUIREMENTS / DISCLOSURES UNDER EQUITY
LISTING GREEMENT
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
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4ia*ilities of Independent Directors
&ndependent 'irectors s!all be !eld liable, only in respecto suc! acts o omission or commission by a company%!ic! !ad occurred %it! !is 6no%led$e, attributable t!rou$!board process and %it! !is consent or connivance or %!ere
!e !ad not acted dili$ently"9e s!all *e deemed as an :Officer !o is in default6 orpenal provisions i !e is a%are o a contravention o t!eprovisions o 2(13 ct by virtue o receipt o oard
proceedin$s or participation in t!e oard proceedin$s%it!out ob:ectin$ to t!e same or %!ere suc! contravention!ad ta6en place %it! !is consent or connivance"
• 8
INDEPENDENT DIRECTORS – DDITION L
REQUIREMENTS / DISCLOSURES UNDER EQUITY
LISTING GREEMENT
By - Ankit Singh B.Com, CS (Final), MBA (IB)
8/16/2019 Appointment and Qualification Director
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PPOINTMENT OF DIRECTOR BY SM LL
S REOLDER (SECTION 1!1)
listed company ma" !ave one director elected by small
s!are!olders *t!at is, s!are!older !oldin$ s!ares onominal value not more t!an /s 2(,(((+
/equisition notice, o not less t!an 1((( smalls!are!olders or 101(t! o t!e total number o suc! smalls!are!olders, !ic!ever is less, is required
Company suo motu may appoint a small s!are!olderdirector
Small s!are!older director;
*a+ is not liable to retire by rotation
*b+!is tenure on t!e board not to exceed 3 consecutive years
*c+ not eli$ible or re
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RIGT OF PERSONS OTER T N RETIRING
DIRECTORS TO ST ND FOR DIRECTORSIP
(SECTION 1"#)
Proposal or appointment o director /ot!er t!andirectors retirin *" rotation %it! notice anddeposit o /s" 1 la6! 1) days beore meetin$"
Members to be inormed at least seven days beore
t!e meetin$ Members %it! e
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PPOINTMENT OF DDITION L / LTERN TE/
NOMINEE DIRECTOR (SECTION 1"1)
dditional director to !old oice up to next >M"
oard not to appoint a person as additional director %!o ailsto $et elected in a $eneral meetin$"
n alternate director or a director cannot act as alternate oranot!er director"
director may act in dual capacity or !imsel and analternate or any ot!er director"
Alternate director for an independent director s!ould *e5ualified for appointment as an independent director
lternate director to vacate oice i t!e ori$inal directorreturns to India
Causal vacancy o a director appointed by a company in$eneral meetin$ may be illed at oard meetin$
• 1 1 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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DISQU LIFIC TIONS FOR PPOINTMENT
OF DIRECTOR – SECTION 1"4
Additional dis5ualifications over and a*ove section& Act(
Order passed by t!e 8ribunal disqualiyin$ a personor appointment"
)erson convicted of t!e offence dealin it!related part" transactions durin t!e lastprecedin = "ears'
Person convicted o any oence and sentenced to
imprisonment or ? years or more"
• 1 2 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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o person %!o is or !as been a director o a
company %!ic!;
a+ @as not iled inancial statements 0 annualreturns for t!ree "ears?
a+ @as ailed to repay deposits, redeemdebentures, interest t!ereon or ailed to paydividend declared and suc! failurecontinues for one "ear or more
S!all be eli$ible to be reappointed as adirector in t!e same compan" or an"ot!er compan" for a period of = "ears'
• 1 3 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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NUMBER OF DIRECTORSIPS (SEC 1"!)
o person to !old oice in more t!an in 2( companies att!e same time includin$ alternate directors!ip and
directors!ip in private companies' Maximum 1( public companies includin$ private
companies %!ic! are eit!er !oldin$ or subsidiary o apublic company"
Only directors!ip in companies incorporated outside &ndiaexcluded"
Mem*ers; *" special resolution; ma" specif" lessernum*er'
As per Clause 2 of 4istin Areement
*a+ person s!all not serve as an independent director inmore t!an seven listed companies
*b+ A8' in any listed company can serve as an independentdirector in not more t!an t!ree listed companies
• 1 4 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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#xcess t!an speciied !ere to *e reulari@edit!in one "ear from commencement of t!e Act"
/OC and company to be inormed about resi$nationas a director *in case o excess in number+"
Company to inorm t!e resi$nation to /oC in 8ormDIR-1& and post t!e inormation on its %ebsite, iany
Resination o a director or compliance %it! t!e
limits is effective immediatel" on despatc! o lettero resi$nation"
• 1 5 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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DUTIES OF DIRECTORS (SECTION
1"")
Similar to B Companies ct, 2((
'uties o 'irectors are as under;
a+ director o a company s!all act in accordance %it!
t!e company7s rticles"
b+ director o a company s!all act in $ood ait! in order
to promote t!e ob:ects o t!e company or t!e beneit
o its members as a %!ole and in t!e best interests o
t!e company, its employees, t!e s!are!olders, t!e
community and t!e environment"
c+ director o a company s!all exercise !is duties %it!
due and reasonable care, s6ill and dili$ence and s!all
exercise independent :ud$ement" • 1 6 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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d+ director o a company s!all not involve in a situationin %!ic! !e may !ave a direct or indirect interest t!atconlicts or possibly may conlict, %it! t!e interest ot!e company"
e+ director o a company s!all not ac!ieve or attempt toac!ieve any undue $ain or advanta$e eit!er to !imsel
or !is relatives, partners or associates and i suc!director is ound $uilty o ma6in$ undue $ain, !e s!allbe liable to pay an amount equal to t!at $ain to t!ecompany"
+ director o a company s!all not assi$n !is oice andany assi$nment so made s!all be void"
$+ 'irector contravenin$ is punis!able %it! ine minimum /s 1 la6!. maximum /s 5 la6!
• 1 7 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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$ C TION OF OFFICE OF DIRECTOR (SEC
1"7)
Additional 7rounds(
'irector absentin$ !imsel rom all meetin$s o oard !eld durin$a period o 12 mont!s it! or it!out leave of a*sence'
'irector convicted *" a court of an" offence and sentenced toimprisonment or not less t!an mont!s"
Note( T!e office to *e vacated even if !e !as filed an
appeal aainst t!e order of suc! Courtecomes disqualiied by an order o Court08ribunal
@e, !avin$ been appointed as director by virtue o !is !oldin$ anyoice or employment in t!e !oldin$, subsidiary or associate
company ceases to !old suc! oice or ot!er employment in t!ecompany
Penal provisions en!anced includin$ imprisonment"
• 1 8 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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RESIGN TION OF DIRECTOR (SECTION
1"%)
oard to taBe note of resination %!en received in
%ritin$ and inorm /OC and include in t!e 'irectors7
/eport"
Director to forard cop" of resination it! detailed
reasons for resination to ROC it!in 30 da"s'
/esi$nation to ta6e eect rom t!e date o receipt o t!enotice by t!e company or t!e date speciied by t!e director
!ic!ever is later "
8!e company to inorm /oC t!e resi$nation o director in
8orm DIR , 1& %it!in 3( days and post t!e intimation onits e*site i any
)romoters or in t!eir a*sence; t!e Central 7overnment
to appoint minimum directors if all directors resin'
• 1 9 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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REMO$ L OF DIRECTORS (SECTION 1"9)
company may, by ordinary resolution, remove a director
#pecial notice required o any resolution to remove adirector or appoint some one in !is place upon removal"
Company to send copy o t!e Special notice to t!e director
Company to send representation, i any, received rom
director to members or to be read out at t!e meetin$" 'irector removed s!all not be reappointed as director by
t!e oard"
8!e directors appointed accordin to principle of
proportional representation or *" t!e Tri*unal under#ection &2& /oppression and mismanaement cannot
*e removed'
• 2 0 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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REGISTER OF DIRECTORS & MPS ND
TEIR S REOLDING (SECTION 17#)
#very company to 6eep at its re$istered oice a re$ister
o its directors and M)s containin$ various particularsas speciied under /ule 1? o t!e Companies
*ppointment and Dualiication o 'irectors+ /ules, 2(1)
8!e Company to include in t!e said /e$ister details o
securities !eld by 'irectors and M)s
*a+ in t!e company
*b+ in its !oldin$ company
*c+ in its subsidiaries*d+ in its co
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REGISTER OF DIRECTORS & MPS ND
TEIR S REOLDING (SECTION 17#)
8!e /e$ister is open or inspection byMembers and t!ey !ave t!e ri$!t to ta6e
extracts t!ererom and Copies t!ereo.
8!e /e$ister to be 6ept open at every >M
and is accessible to any person attendin$ t!e
meetin$
• 2 2 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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E-$OTING
• 2 3 By - Ankit Singh B.Com, CS (Final), MBA (IB)
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$OTING TROUG ELECTRONIC ME NS (SEC
1#%)
Section 1(E o Companies ct, 2(13 and Clause 35
o t!e #quity S!are -istin$ $reement $overn eovernment !as under /ule 2( o t!e
Companies *Mana$ement and dministration+ /ules,
2(1), prescribed t!e procedures or e
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$OTING TROUG ELECTRONIC ME NS (SEC
1#%)
#
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$OTING TROUG ELECTRONIC ME NS (SEC
1#%)
Scrutini9er to unbloc6 t!e votes ater e
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CL USE '!B OF LISTING GREEMENT (E-
$OTING)
#
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QUERIES ON E-$OTING
*1+ &s e
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QUERIES ON E-$OTING
E+ Can a s!are!older %!o !as not voted durin$ e
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QUERIES ON E-$OTING
13"Can s!are!olders pass t!e resolutions on s!o% o
!ands at t!e meetin$F No
1)"&s it a must t!at C!airman s!ould order a Poll to be
ta6en at t!e meetin$ to enable members %!o could not
vote durin$ e
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QUERIES ON E-$OTING
b+ &n t!e instructions or eM date can neit!er vote on t!e e
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T9AN $OF
• 3 2
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