COMPANIES (APPOINTMENT AND DIRECTORS QUALIFICATION) RULES, 2014.

Short title and Commencement

These rules may be defined the companies (Appointment and qualification of directors) Rules, 2014.

On April 1st day 2014 it came into force.

Definitions.

In these rules, unless otherwise the context requires—

a, The Companies Act, 2013 (18 of 2013) act means.

b, Annexure means these rules Annexure.

c, “digital signature” means the digital signature as mentioned under the clause (p) of sub-section(1) of section (2) of the Information Technology  Act, 2000 (21 of 2000);

d, “Director Identification Number”  (DIN) means a number of identification to any individual by the central government as director appointed or to any company existing director, for the identification purpose as the company director.

Provided that the obtained DIN (Director Identification Number) obtained prior individuals to these rules notification shall be for the purpose of Companies Act 2013 DIN:

Further provided that “Director Identification Number” (DIN) includes the Designated Partnership Identification Number (DPIN) issued under section 7 of the Limited Liability Partnership Act, 2008 (6 of 2009) and there under made rules;

“electronic record” means the electronic record as mentioned under sub-section(1) clause of section 2 of the Information Technology Act, 2000 (21 0f 2000);

‘electronic registry” means electronic repository or system storage of the Central Government in which the documents or information are received, safeguarded, stored and in electronic form preserved.

“Fees” means the fees specified in the companies( Fees and Registration Offices) Rules, 2014.

“Form” or “e-form” means a set forth form in Annexure to these rules which shall be used which relates the matter.

“Regional Director” means the person appointed by the Central Government in the Corporate Affairs Ministry as a Regional Director;

“section” means the section of the Act;

For the purpose of clause(d) of sub-section(1) of section 164 and clause (f) of sub-section(1) of section 167 of the Act, “otherwise” means any offence in accordance of which he has been convicted by a Court under the Act or under the Companies Act, 1956.

Words and used expressions in these rules and not mentioned under the Act or under the Securities contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) or the Information Technology Act, 2000( 21 of 2000) or the Companies (specification of definitions details) rules, 2014 shall have the respective meanings in the act assigned to them or such rules or in those Acts.

Woman director on the board.

The following companies class shall appoint atleast one woman director—

a, every listed company;

ii every other public company having—

a, paid -up share capital of rupees one hundred crores or more; or

b, turnover of rupees three hundred crores or more;

Provided that a company which under the Act has been incorporated and is covered under the sec ond proviso to sub-section (1) of section 149 shall comply with such provisions within a six months period from its incorporation date.

Further provided that any vacancy of a woman director intermittent shall be filled-up by the board at the earliest but not later than next Board meeting immediate or three months from such vacancy date whichever is later.

Explanation– For this rule purpose, it is clarified hereby that the paid up share capital or turnover; as may be the case, as on the latest last date financial statements audited shall be taken into account.

Independent directors number-

The following class or companies class shall have at least two directors as independent directors—

a, the public companies having share capital paid up of rupees ten crores or more; or

b, the public companies having one hundred crore rupees turnover or more;

or

c, In aggregate the public companies that have, outstanding loans, deposits and debentures, exceeding rupees fifty crores.

Provided that in a covered company case under this rule is needed to appoint a independent directors higher number due to composition of its committee audited, such independent directors higher number shall be applicable to it;

Further provided that any vacancy intermittent of an independent director shall be filled-up at the earliest by the Board but not later than next board immediate meeting or such vacancy date from the later three months.

Also provided that where the company ceases to fulfill any of conditions three laid down in sub-rule(1) for consecutive years three, it shall not be needed to comply with these provisions until such time as it meets any of conditions such;

Explanation—For this rule purposes, it is clarified hereby that, the paid up share capital or turnover or loans outstanding, deposits and debentures, as may be the case, as existing the latest audited financial statements last date shall be taken into account;

Provided that a company belonging to any companies class for which a independent directors higher number has been indicated in the law for the time being in force shall comply with the specified requirements in such law.’

INDEPENDENT DIRECTORS QUALIFICATIONS:

An independent director shall possess skills that are appropriate, experience and one or more fields of finance knowledge, management, rules, law, sales, marketing, administration, corporate governance, research, technical operations or company business other business related.

CREATION AND MAINTENANCE OF PERSONS DATA BANK OFFERING TO BECOME INDEPENDENT DIRECTORS.

An independent director shall possess skills that are appropriate, knowledge and experience in one or more finance field, management, law, marketing, sales, administration, corporate governance, research, technical operations or other company related business disciplines.

CREATION AND MAINTENANCE OF PERSONS DATA BANK OFFERING TO BECOME INDEPENDENT DIRECTORS:

Anybody, association or institute (hereafter in to be referred as “the agency”), which has been in this behalf authorized by the Central Government shall create and maintain persons databank maintain willing and eligible to be appointed as director that is independent and such databank shall be placed on the Ministry of Corporate Affairs website or on any other website as may be approved or by the Central government notified.

The referred data-bank to in sub-rule(1) shall contain the details following in accordance of each person included to be eligible in the data bank and willing to be appointed as director that is independent.

a, DIN( Director Identification Number).

b, full name and surname.

c, income-tax PAN;

d, the father’s name and mother’s name and Spouse’s name (if married);

e, the date of birth;

f, gender;

g, the occupation;

f, the nationality;

h, full address with PIN Code (permanent and present);

i, phone number;

j, email-id;

k, professional and the educational qualifications;

l, expertise or experience, if any;

m, any legal proceedings pending or initiated against person such;

n, the limited liability partnerships list in which he is or was a partner designated along with —

a, the limited liability partnership name;

b, the industry name;

c, the duration with dates;

p, the companies list in which he is or was director along with

1, the company name;

2, the industry name;

3, the directorship nature – Executive or Non-executive or Managing Director or Independent Director or Nominee Director and

4. Duration with dates.