Section 149 ca 2013 (urgent)

Co Act 2013 458 views 2 replies

Vaibhav Shah

25 Points Joined July 2014

Dear All,

We have a listed company and there are 2 independent directors and are appointed in 2012 with the original resolution in which it has been written as "he shall be liable to retire by rotation", .

However the Section 149 of the Companies Act 2013 specifies that Independent Directors shall not be liable to retire by Rotation, the Compliance Dept of the Company had failed to alter the resolution by adding "shall not be liable to retire by rotation" in the Annual General Meeting,

What procedure the Company has to follow to make good the Non Compliance ??

Kindly Guide.

Replies (2)

CS Divesh Goyal

Practicing Compnay Secretary

53760 Points Joined May 2013

Dear vaibhav acco to me act is superior. Whatever is mention in act automatically applicable on company. So just take note same in upcoming gm.

CS MOHIT SALUJA

PRACTICING CS Jalandhar 9914558709

5155 Points Joined April 2010

Look for the tenure of independent director from teh resolution filed at time of their appointment. And if his tenure expire, appoitnt the new one with new resolution without mentioning the word

"liable to retire by rotation". Moreover as per new CA 2013, the term of IDs can not be more than 2 terms, so if he had been appointed for last no. of years, the company must appoint, rather take note of the same about the term/ tenure of his appointent and should file E Form MGT-14 for the same.