Voting Through Electronic Means under the Companies Act
Section 108 of the Companies Act empowers the Central Government to prescribe classes of companies and procedures for electronic voting. Rule 20 of the Companies (Management and Administration) Rules provides detailed implementation guidelines, applicable to general meetings with notices issued on or after the rule’s commencement date.
Internal Auditor of a Company
Section 138 of the Companies Act mandates that prescribed classes of companies must appoint an internal auditor to conduct internal audit of the company’s functions and activities. The Central Government is empowered to prescribe the manner and intervals for conducting and reporting internal audits to the Board.
Requirement of Quorum and Chairman for General Meetings
Section 103 prescribes quorum requirements for general meetings of companies, including minimum member presence, adjournment procedures, and notice requirements while Section 104 governs the election and role of the Chairman at general meetings.
Appointment and Remuneration of Managing Director, Whole-Time Director, and Manager
Section 196 governs the appointment of managing director, whole-time director, or manager, including eligibility criteria, tenure, and appointment procedures. While Section 197 regulates managerial remuneration, including maximum limits, approval requirements, and disclosure obligations.
Number of Directorships
Section 165 of the Companies Act prescribes the maximum number of directorships a person can hold simultaneously, establishing limits to ensure directors can devote adequate time and attention to each company’s affairs.
Change in Object Clause of the Company
Object clause defines the goals/purpose for which a company is incorporated or activities which a company can undertake upon incorporation and it is a part of Memorandum of Association (MoA) of a company.
Board of Directors under the Companies Act, 2013
The Board of Directors forms the backbone of a company’s governance framework. It is the central decision-making body responsible for steering the company towards its objectives while ensuring compliance, accountability, and transparency. In India, the constitution and composition of the Board are primarily governed by Section 149 of the Companies Act, 2013.
Independent Directors under the Companies Act, 2013
Corporate governance thrives on transparency, accountability, and unbiased decision-making. To strengthen these principles, the Companies Act, 2013 introduced the concept of Independent Directors through Section 149.
Compliance Requirement for Change in Name of a Company
Name clause is the first clause in the Memorandum of Association (MOA) which contains the name of the company. The company may have the name of its own choice subject to the restrictions/conditions provided under Section 4 of the companies Act, 2013. Any change in the name of the company requires alteration of MOA and AOA of the company as per Section 13 and 14 of the Companies Act, 2013.
Compliance Requirements for Filing Annual Return
Section 92 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 states the provisions for filing annual return.
Annual Return is a fundamental compliance requirement under the Companies Act, 2013, designed to maintain transparency and accountability in corporate governance. It serves as a comprehensive snapshot of a company’s corporate structure, financial position, and statutory compliance at the end of each financial year.