Do you wish to appoint an executive of your company on the board of directors under the section 154 of the companies act 2013.
Do you wish to appoint an executive of your company ?
1. Check whether the executive appointed as a director has gotten their director identification number (DIN). Under section 153 read with section 154 of the 2013 act.
2. Assemble a conference by giving notice to all the directors of the Company as per section 173 of the 2013 act. Consider the conditions and terms on which the company executive is to be appoint as a director.
3. The notice convening the board meeting for considering. Such appointment should have conditions and terms of such appointment payment is collect able as well as interest. If any, of a director/directors in such appointmenT.
4. If your company is a listed company or a public limited company with
(i) a turnover of Rs 100 crores or more or
(ii) a paid up capital of Rs 10 crores or more or
(iii) Outstanding borrowings or loans or debentures of Rs 50 crores or more than you are required to constitute a nomination and remuneration committee.
5. The company officer who fails to do so will be punishable with a fine of Rs.25,000. This offense is compoundable by the regional director or any officer authorized by the central government.
6. Obtain Form Nos. DIR -2 and DIR _82 from the director concerned confirming his consent to be appointed as a director. He is not disqualified from being appointed as a director.
7. The writing of your issue notices at least 21 days before the date of the general meeting with a suitable informative statement.
8. Hold the general meeting and pass the ordinary resolution by simple majority.
9. The stock exchange with your company shares are listed. A copy of the procedures of the general conference has three copies of the notice.
10. Complete the formalities prescribed for an appointment of a director.
11. If a person connected with a director is appointed to an office or place of profit carrying a total monthly remuneration of Rs. 2,50,000, or many. Then prior respond of non related parties of the company is needed to be allotted by a common registration. In case your company is listed. If the transaction is a material related party transaction, then approval will have to be obtained by means of a special resolution.
However, if a whole-time director receives remuneration which is as per Section 197 read with Schedule V of the 2013 Act. The same shall not be considered as an office or place of profit by virtue of the explanation. If, however, he receives remuneration in excess of the limits as aforesaid as the same will require approval of the shareholders under section 188 of the 2013 Act.
12. File Form No. MR-1with the concerned ROC within 60 days of appointment. The executive is signed with their registration documents.
13. File a copy of special resolution with explanatory statement in e-Form MGT- 147 within thirty days of passing of the resolution. After paying the necessary fees (8) is given in the table of fees annexed to the Companies (Registration of Office and Payment of Fees) Rules, 2014.
14. The said e-Form is filed electronically. The copy of the special resolution and the explanatory statement are filed with the said e-Form as attachments. The company is a listed company a resolution relating to a related party transaction. It will require approval by way of a particular declaration.
15. The said e-Form is digitally signed by the director or manager or secretary of the company or CEO or CFO. The company shall have their permission to appoint an executive for their company with proper registration documents.
16. The e-Form is authorized by a chartered accountant or a cost accountant or a company secretary.
17. The default is made in complying with the same requirements. The company will be punishable with a fine. The fine shall not be less than Rs 500,000. But which may extend to Rs 25 lakhs. The fine is to paid in the following registration offices, such as Coimbatore, Salem, Madurai and Chennai.
18. File e-Form DIR-121O relating to the particulars of the director along with Form DIR- 211 within thirty days of his appointment by the board. Once again after appointment by the shareholders with the concerned ROC 12. After paying the requisite fee given in the Table of Fees 14 annexed to the Companies (Registration of Office and Payment of Fees) Rules, 2014.
19.Make necessary entries in the Key Managerial Personnel and Register of Directors and their shareholdings.
21.If default is made in complying with the same requirements. The company and every officer of the company is punishable with fine of Rs 50,000 but which may extend to Rs 5 lakhs. The fine is paid for their registration offices in Coimbatore and Salem.
22. The offenses mentioned in Items 5, 17 (offense committed by an officer) and 21 above are compoundable by the regional director or any officer authorized by the central government.
23. Please note that as per Section-2(94) of the 2013 Act. The term whole-time director contains a director in full time employment of the company.
24. The above procedure is applicable. If approval of the central government is not required for the appointment or for payment of remuneration.
25. Private limited company is exempted from the provisions Sections 196(4) and (5) of the 2013 Act. Hence, approval of the shareholders is not required to be taken. The registration office in Coimbatore and Salem has been approved for these provisions.