Chapter XI - The Companies (Appointment and Qualification of Directors) Rules, 2014.

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....s (Appointment and Qualification of Directors) Rules, 2014. (2) They shall come into force on the 1st day of April, 2014. 2. Definitions.- (1) In these rules, unless the context otherwise requires, - (a) "Act" means the  ; (b) "Annexure" means the Annexure to these rules; (c) "digital signature" means the digital signature as defined under clause (p) of sub-section (1) of section 2 of the Information Technology Act, 2000 (21 of 2000); (d) "Director Identification Number" (DIN) means an identification number allotted by the Central Government to any individual, intending to be appointed as director or to any existing director of a company, for the purpose of his identification as a director of a company: Provided that the Director Identification Number (DIN) obtained by the individuals prior to the notification of these rules shall be the DIN for the purpose of the Companies Act, 2013: Provided further that "Director Identification Number" (DIN) includes the Designated Partnership Identification Number (DPIN) issued under section 7 of the Limited Liability Partnership Act, 2008 (6 of 2009) and rules made thereunder; (e) "electronic record" means the electronic r....

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....fied that the paid up share capital or turnover, as the case may be, as on the last date of latest audited financial statements shall be taken into account. 4. Number of independent directors.- The following class or classes of companies shall have at least two directors as independent directors - (i) the Public Companies having paid up share capital of ten crore rupees or more; or (ii) the Public Companies having turnover of one hundred crore rupees or more; or (iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees: Provided that in case a company covered under this rule is required to appoint a higher number of independent directors due to composition of its audit committee, such higher number of independent directors shall be applicable to it: Provided further that any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later: Provided also that where a company ceases to fulfil any of three conditions laid down in sub-rule (1) for three consecutiv....

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....educational and professional qualifications;       (m) experience or expertise, if any;       (n) any legal proceedings initiated or pending against such person;       (o) the list of limited liability partnerships in which he is or was a designated partner along with -            (i) the name of the limited liability partnership;            (ii) the nature of industry; and            (iii) the duration- with dates;       (p) the list of companies in which he is or was director along with -            (i) the name of the company;            (ii) the nature of industry;            (iii) the nature of directorship - Executive or Non-executive or Managing Director or Independent Director or Nominee Director; and            (iv) dura....

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.... the post of director and of the small shareholders who are proposing such person for the office of director: Provided that if the person being proposed does not hold any shares in the company, the details of shares held and folio number need not be specified in the notice: (3) The notice shall be accompanied by a statement signed by the person whose name is being proposed for the post of small shareholders' director stating -       (a) his Director Identification Number;       (b) that he is not disqualified to become a director under the Act; and       (c) his consent to act as a director of the company (4) Such director shall be considered as an independent director subject to , his being eligible under sub-section (6) of section 149 and his giving a declaration of his independence in accordance with sub-section (7) of section 149 of the Act. (5) The appointment of small shareholders' director shall be subject to the provisions of section 152 except that-       (a) such director shall not be liable to retire by rotation;       (b) such director's ....

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....The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought therein and sign the form and after attaching copies of the following documents, scan and file the entire set of documents electronically-       (i) photograph;       (ii) proof of identity;       (iii) proof of residence;       (iv) verification by the applicant for applying for allotment of DIN in Form DIR-4; and       (v) specimen signature duly verified. (b) Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by - (i) a chartered accountant in practice or a company secretary in practice or a cost accountant in practice; or (ii) a company secretary in full time employment of the company or by the managing director or director of the company in which the applicant is to be appointed as director. 10. Allotment of DIN.- (1) On the submission of the Form DIR-3 on the portal and payment of the requisite amount of fees through online mode the provi....

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....with the application received from any person, cancel or deactivate the DIN in case - (a) the DIN is found to be duplicated in respect of the same person provided the data related to both the DIN shall be merged with the validly retained number; (b) the DIN was obtained in a wrongful manner or by fraudulent means; (c) of the death of the concerned individual; (d) the concerned individual has been declared as a person of unsound mind by a competent Court; (e) if the concerned individual has been adjudicated an insolvent: Provided that before cancellation or deactivation of DIN pursuant to clause (b), an opportunity of being heard shall be given to the concerned individual; (f) on an application made in Form DIR-5 by the DIN holder to surrender his or her DIN along with declaration that he has never been appointed as director in any company and the said DIN has never been used for filing of any document with any authority, the Central Government may deactivate such DIN: Provided that before deactivation of any DIN in such case, the Central Government shall verify e-records. Explanation.- For the purposes of clause (b) - (i) the term "wrongful manner" means if the ....

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....ectronic mode to such members who have provided their email addresses to the company for communication purposes, and in writing to all other members; and (2) by placing notice of such candidature or intention on the website of the company, if any: Provided that it shall not be necessary for the company to serve individual notices upon the members as aforesaid, if the company advertises such candidature or intention, not less than seven days before the meeting at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district. 14. Disqualification of directors sub-section (2) of section 164.- (1) Every director shall inform to the company concerned about his disqualification under sub-section (2) of section 164, if any, in Form DIR-8 before he is appointed or re-appointed. (2) Whenever a company fails to file the financial statements or annual returns, or fails to repay any deposit, interest, dividend, or fails to redeem its debentures, as specified in sub-section (2) of ....

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.... date of appointment and reappointment in the company;        (k) date of cessation of office and reasons therefor;        (l) office of director or key managerial personnel held or relinquished in any other body corporate;        (m) membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and        (n) Permanent Account Number (mandatory for key managerial personnel if not having DIN); (2) In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company's holding company and associate companies relating to-      (a) the number, description and nominal value of securities;      (b) the date of acquisition and the price or other consideration paid;      (c) date of disposal and price and other consideration received;      (d) cumulative balan....

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....ide Form (b) New information or particulars Date: Place: Signature: Name: dated 43 44 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] Form DIR-2 Consent to act as a director of a company [Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014] To -(Name of the company) · (Address of the company) Subject: Consent to act as a director. hereby give my consent to act as director of (name of the company), pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013. 1. Director Identification Number (DIN): 2. Name (in full): 3. Father's Name (in full): 4. Address: 5. E-mail id: 6. Mobile no. 7. Income-tax PAN 8. Occupation: 9. Date of birth: 10. Nationality: 11. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager. 12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any pro....

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.... 10. Income-Tax permanent account number 11. Voter's identity card number 12. Passport number Verify Income-tax PAN detalls 13. Driving license number [ भाग II - खण्ड 3 (i)] भारत का राजपत्र : असाधारण 47 14. Aadhaar number 15. Permanent residential address *Line I Line II *City *State * ISO country code Country * Phone Mobile *Pin code Fax *e-mail ID 16. *Whether present residential address is same as permanent residential address o Yes o No 17. Present residential address Line I Line Il City State ISO country code Country Phone Attachments *. 'Proof of identity of applicant Fax Attach 2. Proof of residence of applican Attach 3. ⚫ Copy of verification by the applicant as per Form No. DIR.4 Attach 4. Optonal attachment(s) - if any Attach *To be Digitally signed by Applicant DSC BOX Pin code List of attachments Remove attachment Certification 1 declare that I have been duly engaged for the purpose of certification/verification of this form. It is hereby certified that: 口 ㅁ *I have sa....

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....ice use only: eForm Service request number (SRN) Digital signature of the autherising officer This e-Form is hereby approved This e-Form is hereby rejected Date of signing Prescrutiny Affix filing details eForm filing date Confirm Submission (DD/MM/YYYY) TOR Submit ¡DD/MM/YYYY) This eform has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company. [ भाग II - खण्ड 3 ( i ) ] भारत का राजपत्र : असाधारण Form DIR-4 Verification of applicant for application for DIN (To be in the form of Affidavit) [Pursuant to section 153 and rule 9(3)(a)(iv) of Companies (Appointment and Qualification of Directors) Rules, 2014] 49 49 I, Son*/ Daughter* of born on resident of hereby confirm and verify that the particulars given in the Form DIR-3 are true and also are in agreement with the documents being attached to the Form DIR-3. I hereby confirm and declare that 1. The photograph and documents being attached to the Form DIR-3- belong to ....

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.... submit with regard to this application: 10. Whether the application is being digitally signed by the applicant himself: O Yes 0 No I hereby also declare that (a) the information and other particulars given in this Form are true and correct. (b) I have never been appointed as director in any company and the DIN has never been used for filing of any document with any authority. Date: Place: Signature of the applicant: Attachments: (1) Proof of Identity: For Indian Nationals: (Any one of the following): O Income tax Permanent Account Number Card 0 Voter's identity card O Passport O Driving licence 51 52 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] O Unique Identity Number (UIN) For Foreign Nationals and Non Resident Indians: 0 Passport 0 Others (2) Proof of residence: (tick against the document being enclosed) O Voter's identity card O Passport O Driving license â—‡ Electricity bill O Telephone blil O Bank account statement O Others - Please specify (3) Optional attachment(s), if any. Note:. Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and false evidence. [ भà¤....

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.... permanent residential address Persent address Line I Line li City State ISO country code Country Phone List of Attachments Attachments: 1. *Proof of change in particulars; 2. *Copy of verification by the director in Form No. DIR.7; 3. Optional attachments, if any. *To be digitally signed by Applicant Pin code Fax ○ Yes No Pin cod❤ Fax Certification I declare that I have been duly engaged for the purpose of certification/verification of this form. It is hereby certified that: [ भाग II - खण्ड 3 (i) ] भारत का राजपत्र : असाधारण 55 *I have satisfied myself about the identity of the applicant based on the perusal of the original of the attached docu- ment. Note: In case where the applicant is residing outside India the particulars have to be verified from the documents duly attested by the attesting authority as prescribed. I also verify having attested the photograph of the said person: o who is personally known to me; or owho meet me in person along with the original of the attested documents. *Aii requi....

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....nt account number □ Voter's Identity card number □ Passport number □ Driving licence number □ Permanent residential address □ Present residential address □ E-mail id (along with proof and in case of change of applicant's name or date of birth, a copy of notification published in the Gazette) I further confirm and declare that (भाग II - खण्ड 3 ( i ) ] भारत का राजपत्र असाधारण a. The photograph and documents being attached to the Form DIR-6 belong to me. I further confirm that all required documents have been duly certified by the respective government authority and are being attached to the Form DIR-6 and b. I am not restrained, disqualified, removed of, for being appointed as director of a company under the provisions of the Companies Act, 2013 including sections 164 and 169, and c. I have not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court, and d. I have not been already allotted a Director Identification ....

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....nancial statements and annual returns for the last three financial years, or (ii) repay deposits or pay interest thereon on due date being or redeem its debentures on due date or pay dividend declared by the company since being both. The period of one year has expired on The name and address of directors at the relevant period are as under :- or (a) Director's name in full, without abbreviations i [II-3(i)] भारत का राजपत्र : असाधारण 61 (b) Director's name as per company's records (abbreviations may be expanded and shown) (c) Address of the Director : - (i) Permanent (ii) Present (d) Positions held by the director in the last 5 years, prior to disqualification: Signature Designation* Dated this day of *State whether Director, Managing Director, Manager or Secretary 1510 G2/14-9 62 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] FORM 'DIR-10' FORM OF APPLICATION FOR REMOVAL OF DISQUALIFICATION OF DIRECTORS [Pursuant to Section 164(2) read with rule 14(5) of Companies (Appointment and Qualification of Directors) Rules, 2014] Registration No.....

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....e maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company [ भाग II - खण्ड 3 ( 1 ) ] FORM DIR-12 [Pursuant to sections 7(1)(c), 168 & 170 (2) of the Companies Act, 2013, rule 17 of Companies (Incorporation) Ruies 2014 and rule 8, 15 & 18 of the Companies (Appointment and Quailfication of Directors) Rules, 2014] Form Language English Refer the instruction kit for filing the form. 1. *This form is for New company भारत का राजपत्र : असाधारण सत्यमेव जयते IHD] Existing company 2. (a) *Form No. INC.1 reference number (Service request number (SRN) of Form No. INC.1) or corporate identity number (CIN) of company (b)Global location number (GLN) of company 3. (a) Name of the company (b) Address of the registered office of the company Particulars of appointment of directors and the key managerial personnel and the changes among them (c) e-mail 10 of the company 4. Number of Managing Director, di....