As per Section 149 sub section 3 of Companies Act 2013, Board of Directors of a company, must have at least one resident director i.e. (A person who has lived at least 182 days in India in the previous calendar year)
As per General Circular No. 25/2014 The residence requirement would be reckoned from the date of commencement of section 149 of the Act i.e. 1st April, 2014, The first previous calendar year, for compliance with these provisions would, therefore, be Calendar year 2014. The period to be taken into account for compliance with these provisions will be the remaining period of calendar year 2014 i.e. 1st April to 31st December).
Therefore, on a proportionate basis, the number of days for which the director(s) would need to be resident in India. During Calendar year.2014, shall exceed 136 days.
Regarding Newly Incorporated Companies it is clarified that companies incorporated between 01.04.2014 to 30.09.2014 should have a resident director either at the time of incorporation OR within six months of their incorporation.
Companies incorporated after 30.9.2014 need to have the resident director from the date of incorporation itself.
As per Section 149 (1) (a) second proviso requires certain categories of companies to have At Least One Woman director on the board. Such companies are any listed company, and any public company having-
1. Paid Up Capital of Rs. 100 cr. or more, or
2. Turnover of Rs. 300 cr. or more.
Independent Director is for the first time introduced in the Companies Act, 2013 under section 149(6)
Any Individual can be appointed as Additional Directors by a company under section 161 of the New Act.
As per Section 161(3). Subject to AOA of company, the Board May appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.( According to term: Subject to AOA of company mean there should be provisions in Articles of Association of Company for appointment of Nominee Director, if there is no provision in Articles of company then alter the provision in AOA).
As per Section 161(2) A company May appoint, if the articles confer such power on company or a resolution is passed (if an Director is absent from India for at least three months).
An alternate Director cannot hold the office longer than the term of the Director in whose place he has been appointed.
Additionally, he will have to vacate the office, if and when the original Director returns to India.
Any alteration in the term of office made during the absence of the original Director will apply to the original Director and not to the Alternate Director.
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