Women Director-Countdown Beginsby CA Sandeep Kanoi |
Companies Act, 2013 along with Companies (Appointment and qualification of Directors) Rules, 2014 had made it mandatory for the following class of companies to have at least one women director in their Board:
Women Director-Countdown Begins
CS Monika Jain
Companies Act, 2013 along with Companies (Appointment and qualification of Directors) Rules, 2014 had made it mandatory for the following class of companies to have at least one women director in their Board:a) All Listed Companies
b) Every Public Company having a Paid-Up Share Capital of Rs. 100 Crore or more.
c) Every Public Company having a Turnover of Rs. 300 Crore or more
Sub section 2 of section 149 gives the transition period of 1 year from the date of commencement to comply with the above said rule.
SEBI has further strengthened the idea by the amendment in corporate governance norms i.e. Clause 49 making it mandatory for listed companies to have at least one women director in their board by 1st October 2014 which is further extended to 1st April, 2015.
SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 – This Circular Mandates Appointment of atleast one Women Director in Listed Companies.SEBI Circular No. CIR/CFD/POLICY CELL/7/2014, Dated- September 15, 2014 – This Circular Extends last date to 31.03.2015 for Compulsory appointment of women director by Listed Companies.
Now just 10 days left to comply with this requirement of Companies Act and Listing Agreement. But as per the data of prime database, about one third of listed Indian companies do not have a woman director on their boards till date i.e. 451 of the 1,479 companies listed on the National Stock Exchange have not met the requirement yet. If all companies started complying this requirement today 45 women directors would have to be appointed everyday for the next 10 days which is obviously not going to be happen.Finding efficient end capable women Director from a huge work force is really such a big task for Indian Companies????? Or it is the male dominating Indian Companies that are not digesting the concept of at least one women Director on the Board??
The other loop hole plucked by the companies is that they are appointing mothers, wives, sisters and daughters of the promoters. A prominent example is Nita Ambani, the wife of India's richest man, Mukesh Ambani. She was appointed to the board of Reliance Industries in June 2014. There are many other such examples also. This seems that corporate are complying the law in its letters only not in its true spirit. Women from the promoter group will have the voice as that of promoters. By doing this the actual intention of the law defeated.
Recently, SEBI has threatened to penalize companies that do not meet the April 1 deadline. But the penalties are not yet known. Countdown begins, let's see what happens
- See more at: Women Director-Countdown Begins
Extract of Section 96 of Companies Act, 2013
Section 96. Annual general meeting
(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate:
Provided that the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Explanation.—For the purposes of this sub-section, "National Holiday" means and includes a day declared as National Holiday by the Central Government.
- See more at: Extract of Section 96 of Companies Act, 2013
Extract of Section 100 of Companies Act, 2013
Section 100 – Calling of extraordinary general meeting
(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
(2) The Board shall, at the requisition made by,—
(a) in the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting;
(b) in the case of a company not having a share capital, such number of members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company within the period specified in subsection (4).
(3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.
(4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of three months from the date of the requisition.
(5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting.
- See more at: Extract of Section 100 of Companies Act, 2013
Place of meetings of Company under Companies Act 2013by CA Sandeep Kanoi |
1. Annual general meeting (Section 96) : Time of Meeting : Every AGM shall be called during business hours, i.e., between 9 a.m to 6 p.m on any day that is not a National holiday. Venue of Meeting: It shall be held either at the Registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated.
Place of meetings of Company under Companies Act 2013
CS Shikha Mehra
1. Annual general meeting (Section 96) :Time of Meeting : Every AGM shall be called during business hours, i.e., between 9 a.m to 6 p.m on any day that is not a National holiday.
Venue of Meeting: It shall be held either at the Registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated.
Board Meeting can be held anywhere in the world as there is no such provision regarding the place of holding Board meeting.
Board meeting can be done by the way of video conferencing provided that the Notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode and director intending to participate through video conferencing shall give prior intimation to that effect in advance so that company is able to make suitable arrangements in this behalf.
3. Extra ordinary General Meeting (Section 100):
There is no provision as to the venue of General Meetings. Thus, it can be held at anyplace in the world which is most suitable for its shareholders.
- See more at: Place of meetings of Company under Companies Act 2013
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