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TMI BlogChapter XII - Draft Rules under Companies Act, 2013X X X X Extracts X X X X X X X X Extracts X X X X ..... Board meeting; (c) to record the proceedings and prepare the minutes of the meeting; (d) to store for safekeeping and marking the tape recording(s) and/or other electronic recording mechanism as part of the records of the company; (e) to ensure that no person other than the concerned director or other authorised participants are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and (f) to ensure that participants attending the meeting through audio visual means are able to hear and/or see the other participants clearly during the course of the meeting (3) (a) The notices of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act. (b) The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means. (c) A director intending to participate through video conferencing mode or other audi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the proceedings at the meeting shall be deemed to be made at such place. The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting. Where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode if they have given their consent to this effect and it is so recorded in the minutes of the meeting. . (7) (a) Every participant shall identify himself for the record before speaking on any item of business on the agenda. (b) If the director fails to identify himself, the Chairperson or company secretary shall briefly state the identity of the speaker. If the person speaking is not physically present and the secretary is not certain of the identity of the speaker, the Secretary must inquire to elicit a confirmation or correction. (c) If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or company secretary shall request for a repeat or reiteration by the director. (8) If a motion is objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i) to approve the annual financial statements; and (ii) to approve the Board s report. Passing of resolution by circulation. 12.3. For the purposes of sub-section (1) of section 175 , a resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax. Committees of the Board. 12.4. Pursuant to the provisions of sub-section (1) of section 177 and sub-section (1) of section 178 , the Board of directors of the following classes of companies shall constitute an Audit Committee and a Nomination and Remuneration Committee of the Board: (a) every listed company; (b) every other public company (i) having paid up capital of one hundred crore rupees or more; or (ii) which have, in aggregate, outstanding loans or borrowings or debentures or deposits exceeding two hundred crore rupees. Establishment of vigil mechanism. 12.5. (1) For the purposes of sub-section (9) of section 177 , every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report genuine conc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sits and related matters and; (12) to approve quarterly, half yearly and annual financial statements. Disclosures by a director of his interest. 12.7.(1) For the purposes of sub-section (1) of section 184 , every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form No. 12.1. (2) It shall be the duty of the director giving notice of interest to cause it to be disclosed at the meeting held immediately after the date of the notice. (3) All notices shall be kept at the registered office. Such notices shall be preserved for a period of eight years from the end of the financial year to which it relates and shall be kept in the custody of the secretary of the company or any other person authorized by the Board for the purpose. Loan and investment by a company 12.8. For the purposes of sub-section (6) of section 186 , no company registered under section 12 of the Securities and Exchange Board of India Act, 1992 and also covered under such class or classes of companies which may be notified by the Central Governmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancial statement the full particulars of the guarantee given and the purpose for which the guarantee is proposed to be utilised by the recipient of the guarantee. Investments of company to be held in its own name. 12.12 (1) For the purposes of sub-section (3) of section 187 , every company shall, from the date of its registration, maintain a register in Form No. 12.3 and enter therein, chronologically, the particulars of investments in shares or other securities beneficially held by the company but which are not held in its own name. The company shall also record the reasons for not holding the investments in its own name and the relationship or contract under which the investment is held in the name of any other person. Further, the company shall also record whether such investments are held in a third party s name for the time being or otherwise. (2) The register shall be maintained at the registered office of the company. The register shall be preserved permanently and shall be kept in the custody of the company secretary of the company or if there is no company secretary, any director or any other officer authorised by the Board for the purpose. (3) Entries in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ction (1) of section 188 , in case of wholly owned subsidiary, the special resolution passed by the holding company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary and holding company. (3) The explanatory statement to be annexed to the notice of a general meeting convened pursuant to section 101 shall contain the following particulars: (a) name of the related party ; (b) name of the director or key managerial personnel who is related, if any; (c) nature of relationship; (d) nature, material terms, monetary value and particulars of the contract or arrangement; (e) any other information relevant or important for the members to take a decision on the proposed resolution. Register of contracts or arrangements in which directors are interested. 12.15. (1) For the purposes of sub-section (1) of section 189, every company shall maintain one or more registers in Form No. 12.4, and shall enter therein the particulars of- (a) company or companies or bodies corporate, firms or other association of individuals, in which any director has any concern or interest, as mentioned under sub-section (1) of section 184 ; P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f section 191 , any payment made by a company by way of compensation for the loss of office or as a consideration for retirement from office or in connection with such loss or retirement, to a managing director or whole time director or manager of the company shall not exceed the limit as set out under section 202. (3) No payment shall be made to the managing director or whole time director or manager of the company by way of compensation for the loss of office or as consideration for retirement from office (other than notice pay and statutory payments in accordance with the terms of appointment of such director or manager, as applicable) or in connection with such loss or retirement if: (a) the company is in default in repayment of public deposits or payment of interest thereon; (b) the company is in default in redemption of debentures or payment of interest thereon; (c) the company is in default in repayment of any liability, secured or unsecured, payable to any bank, public financial institution or any other financial institution; (d) the company is in default in payment of any dues towards income tax, VAT, excise duty, service tax or any other tax or duty, by whatever ..... X X X X Extracts X X X X X X X X Extracts X X X X
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