Appoint women director on the board of your company
Do you wish to appoint women director on the board of your company as a director under the section 149 (1) of the 2013 Act.
Appoint women director on your company
1.If your company is
(i) a listed company or
(ii) a public limited company which as per the last date of the audited financial statement has a paid up capital of one hundred crore rupees or more or has a turnover of three hundred crore rupees or more than you need to have one woman director.
2. Check whether the director to be appointed has obtained Director Identification Number (DIN) under section 153 read with section 154 of the 2013 Act.
3. Obtain a written consent in Form No. DIR-22 as well as a confirmation in Form No. DIR-S3 from the person proposed to be appointed as a director of the company. Before such appointment.
4. A key manager personnel (KMP) needs to obtain permission of the board. Before being appointed as a director of any other company. Therefore, check such compliance. If the person proposed to be appointed as a director is a KMP of any other company.
5. Call a board meeting by giving notice to the entire directors of the private limited company as per section 173 of the 2013 act. Such notice must be in writing and given at least seven days in advance as per SS-16 issued by the 1CSI.
6. Beware that every officer of the company whose duty is to give notice of the board meeting as same. If an officer who fails to do so will be punishable with fine of 25,000 of the 1956 Act which provided for a fine of Rs (1000). This offense is compoundable by the regional director or any officer authorized by the central government.
7. At the board meeting pass a resolution appointing the person as a director of the private limited company. The person so appointed cannot act as a director. Unless e-Form DlR 127 is filed by the company along with her consent in e-Form within thirty days of her appointment as a director with the concerned ROC,9. After paying the requisite fee prescribed under Rules 2014 of the companies (Registration Offices and Fees).
8. See that such director notifies about her appointment to other companies in which she is a director, managing director, manager or secretary within thirty days.
9. If such director does not do so, she will be punishable with fine up to Rs. 25,000.
10. File the e-Form mentioned in Item No. 7 electronically. Ensure that the said e- Form is digitally signed by the director or manager or secretary of the company duly authorized by the board of directors.
11.Further, ensure that the said e-Form is certified by a chartered accountant or a cost accountant or a company secretary in whole-time practice by digitally signing the said e-Form.
12. Note that if default is made in complying with the aforesaid requirement listed in Item no. 7 above. The company and every officer of the company punishable with fine. Which shall not be less than Rs 50,000. But which may extend to Rs 5 lakhs (Section 172 of the 2013 Act). As per the 1956 Act, fine was up to Rs. 500 for everyday during which the default continues in case of contravention of section 303(1) of the 1956 Act. In case of contravention of section 307(1) of the 1956 Act with fine up to Rs. 50,000. Further, a fine of up to Rs. 200 for everyday during which the default continues as per section 303(3) read with section 307(8) of the 1956 Act.
13. Make necessary entries in the Register of Directors Particular (Section 170(1) of the 2013 Act). If the registration of your director is appointed by your company proprietor or managing director.
14. Note that if default is made in complying with the same requirement listed in Item No. 13 above. The company and every officer of the company will be punishable with fine. Which shall not be less than Rs 50,000 but which may extend to Rs 5 lakhs (Section 172 of the 2013 Act). The fine was up to Rs. 500 for everyday during which the default continues in case of contravention of section 303(1). In case of contravention of section 307(1) of the 1956 Act with fine up to Rs. 50,000. Further, fine of upto Rs. 200 for everyday during which the default continues as per Section 303(3).
15. A director may be appointed by the board as an additional director or in a casual vacancy. If the director is appointed by the board then ensure that at the annual general meeting (whether the ensuing AGM or the AGM at which the director in whose vacancy the new director has been appointed would have retired by rotation). A private limited company may also conduct a board of meetings. The item of appointment of the director is placed as an item of special business. Ensure compliance of section 160 of the 2013 Act before issuance of the notice of the general meeting containing an item of appointment of the director.
16. There is no prescribed form for this notice under section 160 of the 2013 Act. But ensure that such notice must be accompanied by a deposit of one lakh rupees (per candidate). Which will be returned if the candidate receives more than 25 percent or if the candidate is elected of the total valid votes cast whether on show of hands or on poll.
17. In accordance with rule 13 of the Companies Rules, 2014 of (Appointment and Qualifications of Directors), give notice of the candidature of the director to the members of the company by serving separate notices on the members. The notice may be collected by the director in the registered office in Chennai or Bangalore. An appoint women director of your company may have signed their proper registration in the above branch.
18. Forward three copies of this notice also to the stock exchange with which the shares of your company are listed for their directors registration process.
19. Hold the general meeting and pass the ordinary resolution by simple majority for appointment.
20. Send three copies of the notice and a copy of the proceedings of the general meeting to the stock exchange with which the shares of your company are listed for their registration.
21. Refund the deposit of one lakh rupees mentioned in Item No. 16 of this Topic to the person who has given the notice of candidature of a director only when she is a pointed in the general meeting or if the candidate receives more than 25% votes in her favor and not otherwise.
22. Also remembers that the offenses mentioned in Item Nos.4, 6, 9, 12 and 14 are compoundable by the regional director or any officer authorized by the central government.
23.If this increases the number of directors mentioned in the articles of association of the private limited company. The registration of your association may be placed at(ROC) Chennai office.
24. Take, note of the provisions of sections 164 and 165 of the 2013 Act, as regards disabilities, disqualifications, etc., of the person to be appointed as a director as well as the number of directorships that a director can hold. Ensure that the person holds not more than 20 directorships including the new appointment in your company which may be a public company or a listed company of which not more than 10 are in public limited company.
25. Also, notes that sub-section (2) of section 164 of the 2013 act shall not apply to government companies. The appoint women director filed their registration process in Chennai office.
26. Promptly notify to the stock exchange with which the shares of your company are listed the change in the company’s directors. The stock exchange are mentioned in the above registration office in Chennai and Bangalore.
27. Any sporadic position of a woman director shall be filled up by the board at the immediate next board meeting or within 3 months from the date of such post that is afterwards. An appointment of your women director may have certain company registration process.
28. Keep in mind that your company can appoint a foreign national as a director on the board of director. The registration process may takes placed in Chennai (ROC). It does not require RBI’s approval under the Foreign Exchange Management Act, 1999.