office place director vacation
Hello Sarika
Under the The General Clauses Act, 1897 defines ‘month’ to mean the following: "Month" shall mean a month reckoned according to the British calendar.
Section 167(1)(b) uses the phrase ’12 months’. Needless to say, 12 months will not necessarily mean 365 days. Hence for the purpose of section 167(1)(b), one has to consider a period of 12 months. The period of 12 months is not the same as “financial year” or “calendar year” – 12 months may be counted as any consecutive 12 months.
For counting a “month”, the right methodology is to take the day of the start month, and the corresponding day of the next month – that completes one month. For example, 5th Feb 2015 to 5th March 2015 is not 30 days, but it is still one month.
The right way to compute the length of period for the purpose of the section is to count the first of the board meetings in a series of meetings that the director fails to attend (First Meeting), and the last of the meetings in the series (Last Meeting), and see whether the gap between First Meeting and the Last Meeting is 12 months or more. If yes, the director vacates his office. The vacation happens at the Last Meeting.
To cite examples:
Board meetings are held on 9th April 2014, 14th August 2014, 10 October 2014, 13th February 2015. The director does not attend any of these. He attends the meeting called on 10th April 2015. Does he vacate his office?
Hope it may helps!
You must note that
167(1)(b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board;
Here 12 months not the financial year or calendar year, but it is the 12 months (Continue) starting from the date of absence in a board meeting till the 12 months completed date.
Like: if Mr. X absent in the last meeting held on 6 August 2021 after his last present meeting, then if Mr. x not able to hold any meeting held from 6th August 2021 to 12th Months i.e 06th August 2022, then he has to vacant the office of director.
Please share How to file Unified Annual Return on Shram Suvidha Portal and due date?
what are the time limit within which the subscription amount to be brought by the subscribers of the company after incorporation under FEMA guidelines.
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Forwarded Query:-
The Director was appointed as an additional director by Circular Resolution passed on September 15, 2022 and the appointment was w.e.f. 15/09/2022.
The AGM was held on 21/09/2022 wherein the Additional Director was appointed as WTD w.e.f. 15/09/2022.
Following are two queries w.r.t. same:
1) Can we regularize the Appointment of Director w.e.f. a date which is earlier than AGM date ?
2) Should we file 2 DIR-12 forms? -
one for appointment as additional director and second for appointment as WTD in AGM?
Kindly note the date of appointment in both the cases is 15/09/2022.
Does MCA allow filing of two DIR-12 forms if the date of appointment is same in both the forms ?
companies under director additional regularization
If you are issuing shares on rights basis to existing holders, then no need to go for a separate bank account but if we doing for new shareholders is it mandatory ?
section 62 (1) (a) tells us about Right issue. and valuation report/special resolution and separate bank account is not required for right issue but for public issue and private placement it is required.
section 62 (1) (c) is about private placement.
If we are triggering 62(1) (c) which speaks of issue of shares to other than existing holders.
Please confirm :
As per Section 39 of the Companies Act, 2013 (“The Act”) states that:
“No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospectus as the minimum amount has been subscribed and the sums payable on application for the amount so stated have been paid to and received by the company by cheque or other instrument”.
According to the above-quoted provisions, the minimum subscription and application money are the most important requirements for a valid allotment & filing of PAS-3
As a result, one could say that shares cannot be Allot until the application money has been paid to or received by the company (credited) via cheque or other instrument.
Is it right ? or we have any option ?
As per the Secretarial Standard 2, serial no. shall be given to each extra-ordinary general meeting held by the company after the secretarial standards came into force from 1st July, 2015. Annual General Meetings 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, whereas other General Meetings may be held at any place within India.
Explanation to Rule 18 of the Companies (Management and Administration) Rules, 2014, prescribes that the Extra-Ordinary General Meeting should be held at a place within India. Thus, an Extra-Ordinary General Meeting should be held only in India though not necessarily within the city, town or village in which the Registered Office of the company is situated.
However, Clause 27 of the Companies (Amendment) Bill, 2016 seeks to amend sub-section (1) of section 100 of the Companies Act, 2013 to allow the wholly owned subsidiary of company incorporated outside India to hold its extra ordinary general meeting outside India. As per Clause 27, in section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
"Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India."
Government e-Marketplace (GeM) is the National Public Procurement Portal; an endto-end online Marketplace for Central and State Government Ministries / Departments, Central & State Public Sector Undertakings (CPSUs & SPSUs), Autonomous institutions and Local bodies, for procurement of common use goods & services.
The portal is owned and managed by GeM SPV which is a Section 8 (NonProfit) Company registered under the Companies Act, 2013.
GeM SPV operates, monitors and supervises all the business transactions on the portal through the Managed Service Provider as per defined roles and responsibilities.
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We have to compulsorily round off the Figures in your financial statements.
for companies over 100 Crores, it is Lakhs, Millions, or Crores or 100 Crores
for companies below 100 crores, it is hundreds, thousands, lakhs or crores
But in case of loss what to do ?
Hi sarika
Under the provision of Section 167 of the Companies Act 2013,
The period of 12 months will be counted from the last meeting which such director had attended.