how to appoint the directors in 2018- Company registration in Coimbatore

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how to appoint the directors in company
(2018) Company registration in Coimbatore
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• APPOINTMENT AND QUALIFICATION OF DIRECTORS
• Every company shall have a board of directors
  consisting of individuals as directors and shall
  have-
• A minimum number of three directors in the case
  of a public company, two directors in the case of
  a private company registration in Coimbatore and
  one director in the case of one person company
  registration in Coimbatore and
• A maximum of fifteen directors

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• After passing a special resolution, a company can
  appoint more than fifteen directors.
• At least one women director have to be appointed
  if such class or classes of companies as may be
  prescribed.
• Each and every company which exists on or before
  the date of commencement of this act shall within
  one year from the commencement have to comply
  with the requirements of the provisions of
  subs-section (1).
•  

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• At least one director who has stayed in India
  must be in a company for a total period which
  should not less than hundred and eighty days from
  the previous calendar year.
• Every listed public company must have at least
  one third of the total no of directors as
  independent directors and the central government
  have to prescribe the minimum number of directors
  in case of any class or classes of public
  companies.
• As per this sub-section, any fraction which is
  contained in such one third numbers can be
  rounded off as one.

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• Companies which exist on or before the date of
  commencement of this act, within one year from
  the said commencement or from the date of
  notification of the rules in regard can be
  applicable and comply with the requirements of
  the provisions of sub-section (4).
• An independent director relates to a company
  means a director other than a whole time director
  or a managing director or a nominee director.

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• Who, is in the opinion of the board, is a person
  of integrity and possesses relevant expertise and
  experience
• Who is or was not a promoters of the company or
  its holding subsidiary or associate company
• Who is not related to promoters or directors in
  the company, its holding, subsidiary or associate
  company
• Who hasnt any pecuniary relationship with the
  company, its associate company or holding
  subsidiary or their directors or promoters during
  the two immediately preceding financial years or
  in the current financial year.
• None of whose relatives had any pecuniary
  relationship or transaction with the company,
  subsidiary or associate or holding company or
  their directors or promoters amounting to 2
  percent or more of its gross turnover or total
  income of 50 lakh rupees or such higher amount as
  may be prescribed, whichever is lower during the
  two preceding financial years or the current
  financial year.

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• Who, neither himself nor any of his relatives-
• Hold the key managerial personnel or has been
  employee of the company or its subsidiary,
  holding or associate company in any of the three
  financial years which immediately preceding the
  financial years in which he is proposed to be
  appointed
• Has been an proprietor or employee or a partner
  in any of the 3 financial years which immediately
  precedes the financial year in which he is
  proposed to be appointed, of
• A company secretaries who is in practice or a
  firm of auditors or cost auditors of the company
  or its subsidiary, holding or associate company
  or
• Any consulting or a legal firm which had any
  transaction with the company, it subsidiary,
  holding or associate company amounts to 10 or
  more of the gross turnover of such firm

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• holds together with his relatives two per cent or
  more of the total voting power of the company or
• is a director or a chief executive of any
  Non-profit organisation which receives 25 percent
  or more of its receipts from the company, any of
  its directors, promoters or its subsidiary or
  holding or associate company or
• who holds 2 percent or more of the total voting
  power of the company or
• Who possesses such other qualification as may be
  prescribed.

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• At the first meeting of the board, every
  independent director participates as a director
  and after the first meeting of the board in every
  financial year or whenever there is a change in
  the circumstances that may affect his status as
  an independent director, gives a declaration that
  he meets the independence criteria which has been
  provided in the sub-section (6).

• Nominee director is the one who is nominated by
  any financial institution based on the provisions
  of any law for the time being in force or any of
  the agreement or who is appointed by any
  government or any other person who represent its
  interests.

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• In spite of anything contained in any provisions
  of the act, but subject to the provisions of
  section 197 and 198, an independent director
  would not be entitled to any stock option and may
  receive the remuneration by way of fee provided
  under the sub-section (5) of the section 197.
• The repayment or reimbursement of expenses for
  the participation in the board, profit related
  commissions and other meetings as may be approved
  by the members.
• As per section 152, an independent director shall
  hold the office for a period of five consecutive
  years on the board of the company, but can be
  eligible for the re-appointment on passing off a
  special resolution by the company and disclosure
  of such appointment in the boards report.

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• In spite of anything which contained in
  sub-section (10), any independent director should
  not hold office for more than two consecutive
  terms, but such independent director may be
  eligible for the appointment after the expiration
  of 3 years of ceasing to become an independent
  director.
• Provided that an independent director shall not,
  during the said period of three years, be
  appointed in or be associated with the company in
  any other capacity either directly or indirectly.
• Explanation For the purposes of sub-section (10)
  and (11), any tenure of an independent director
  or the date of commencement of this act shall not
  be counted as a term under those sub-sections.

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• Notwithstanding anything contained in this act-
• an independent director
• a non-executive director not being promoter or
  key managerial personnel,
• Can be considered as liable only in respect of
  such acts of commission  by a company or omission
  which had occurred with his knowledge, can be
  attributable through a board processes and with
  his consent or the connivance or he acted
  diligently.
• In section 152, the provisions of sub-section (6)
  and (7) in respect of retirement of directors by
  the rotation would not be applicable to appoint
  the independent directors.

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Manner of selection of independent directors and
maintenance of data bank of independent directors
As per the sub-section (5) in the section 149, an
independent director may be selected from the
data back which contains the addresses, names,
qualifications of a persons who are eligible and
willing to act as independent directors
maintained by anybody, association or
institution. Company registration in
Coimbatore can be done with the support of
excellent business professionals with an
affordable cost. Registration of a company and
the appointment of directors in a company is very
important so choose the best business consultant
for the company registration in Coimbatore and in
other major places of India. As it has been
notified by the central government, having
expertise in maintenance and creation of such
data bank and put on their website for the use by
the company makes the appointment of such
directors
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• Responsibility of exercising due diligence before
  selecting a particular person from the data bank
  which has been referred above, as an independent
  director have to lie with the company while
  making such appointment.

In general meeting, the appointment of
independent director would be approved by the
company as given in sub-section (2) of section
152 and the explanatory statement which is
annexed to the notice of the general meeting is
called to consider the said appointment will
indicate the justification for choosing the
appointee for appointment as independent
director.
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Appointment of director elected by small
shareholders
A listed company registration in Coimbatore may
have one director which is elected by small
shareholders in a manner with terms and
conditions being prescribed. Small shareholders
means holding the shares of nominal value which
is not more than twenty thousand rupees or such
other sum as may be prescribed.