TaxTMI 
TaxTMI 
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 electron....
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....r, 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 consecutive years, it shall not be required to comply wi....
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....ompanies 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) duration - with dates. (3) A disclaimer shall be conspicuously displayed on the website hosting the databank that a company must carry out its own due diligence before appointment of any person as an independent director and "the agency" maintaining the databank or the Central Government shall not be held responsible for the accuracy of information or lack of suitability of the person whose particulars form part of the databank. (4) Any person who desires to get his name included in the data bank of independent directors shall make an application to "the agency" in Form DIR-1. (5) The agency may charge a reasonable fee from the applicant for inclusion of his name in the data bank of independent directors. (6) Any person who has applied for inclusion of his name in the data bank of independent directors or any person whose name appears in the data bank , shall intimate to the agency about any changes in his particulars within f....
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....hall not exceed a period of three consecutive years; and (c) on the expiry of the tenure, such director shall not be eligible for re-appointment. (6) A person shall not be appointed as small shareholders' director of a company, if the person is not eligible for appointment in terms of section 164. (7) A person appointed as small shareholders' director shall vacate the office if - (a) the director incurs any of the disqualifications specified in section 164; (b) the office of the director becomes vacant in pursuance of section 167; (c) the director ceases to meet the criteria of independence as provided in sub-section (6) of section 149. (8) No person shall hold the position of small shareholders' director in more than two companies at the same time: Provided that the second company in which he has been appointed shall not be in a business which is competing or is in conflict with the business of the first company. (9) A small shareholders' director shall not, for a period of three years from the date on which he ceases to hold office as a small shareholders' director in a company, be appointed in or be associated with such company in any other capacity, either directly....
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....proval or rejection thereof and communicate the same to the applicant along with the DIN allotted in case of approval by way of a letter by post or electronically or in any other mode, within a period of one month from the receipt of such application. (3) If the Central Government, on examination, finds such application to be defective or incomplete in any respect, it shall give intimation of such defect or incompleteness, by placing it on the website and by email to the applicant who has filed such application, directing the applicant to rectify such defects or incompleteness by resubmitting the application within a period of fifteen days of such placing on the website and email: Provided that the Central Government shall - (a) reject the application and direct the applicant to file fresh application with complete and correct information, where the defect has been rectified partially or the information given is still found to be defective; (b) treat and label such application as invalid in the electronic record in case the defects are not removed within the given time; and (c) inform the applicant either by way of letter by post or electronically or in any other mode. (4....
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....t to deceive any other person or any authority including the Central Government. 12. Intimation of changes in particulars specified in DIN application. - (1) Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR-3, intimate such change(s) to the Central Government within a period of thirty days of such change(s) in Form DIR-6 in the following manner, namely;- (i) the applicant shall download Form DIR-6 from the portal and fill in the relevant changes, attach copy of the proof of the changed particulars and verification in the Form DIR-7 all of which shall be scanned and submitted electronically; (ii) the form shall be digitally signed by a chartered accountant in practice or a company secretary in practice or a cost accountant in practice; (iii) the applicant shall submit the Form DIR-6; (2) The Central Government, upon being satisfied, after verification of such changed particulars from the enclosed proofs, shall incorporate the said changes and inform the applicant by way of a letter by post or electronically or in any other mode confirming the effect of such cha....
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....ection (2) of section 164, officers of the company specified in clause (60) of section 2 of the Act shall be the officers in default. (4) Upon receipt of the Form DIR-9 under sub-rule (2), the Registrar shall immediately register the document and place it in the document file for public inspection. (5) Any application for removal of disqualification of directors shall be made in Form DIR-10. 15. Notice of resignation of director.- The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any. 16. Copy of resignation of director to be forwarded by him.- Where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR-11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014. 17. Register of directors and key managerial personnel.- (1) Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following parti....