Chinmay Tutorials [9929277130/0141-2741111]
Professional Factory.....
By CS, LL.B. Sonam Jain (8302382369)
Company Law Amendments for June 2015 Attempt
Cases where approval of members through SR is required in Related Party Transactions
Sec 188:
a. Any individual transaction or all the transaction during a financial year to be entered
into as contracts or arrangement relates to sale, purchase or supply of any goods or
materials, directly or through appointment of agent, exceeding
10 % of the turnover of the company
or
Rs. 100 crore,
whichever is lower
as mentioned in clause (a) and clause (e) respectively of sub-section (1) of section 188;
b. Any individual transaction or all the transaction during a financial year to be entered
into as contracts or arrangements relates to selling or otherwise disposing of or
buying property of any kind, directly or through appointment of agent, exceeding
10 % of the turnover of the company
or
Rs. 100 crore,
whichever is lower
as mentioned in clause (b) and clause (e) respectively of sub-section (1) of section
188;
c. Any individual transaction or all the transactions during a financial year to be entered
into as contracts or arrangements relates to leasing of property of any kind
exceeding
10 % of the turnover of the company
or
Rs. 100 crore,
whichever is lower
as mentioned in clause (c) of sub-section (1) of section 188;
d. Any individual transaction or all the transaction during a financial year to be entered
into as contracts or arrangements relates to availing or rendering of any services,
directly or through appointment of agent, exceeding
10 % of the turnover of the company
or
Rs. 50 crore,
whichever is lower
whichever is lower, as mentioned in clause (d) and clause (e) respectively of subsection (1) of section 188;
e. The contract or arrangement relates to appointment to any office or place of profit in
the company, its subsidiary company or associate company at a monthly
Chinmay Tutorials [9929277130/0141-2741111]
Professional Factory.....
By CS, LL.B. Sonam Jain (8302382369)
f.
remuneration exceeding Rs. 2.5 Lakh as mentioned in clause (f) of subsection (1) of
section 188;
The contract or arrangement relates to underwriting the subscription of any securities
of any securities or derivatives thereof, of the company exceeding 1% of the net
worth or mentioned in clause (g) of sub-section (1) of section 188.
Relevant date for reckoning ‘turnover’ or ‘net worth’. The ‘turnover’ or net worth’ shall be
as per the audited financial statement of the preceding financial year.
Director identification number:
Procedure for application of DIN (Sec. 153):
1. Every individual, who is to be appointed as director of a company shall make an
application electronically in Form DIR -3 to CG at MCA website.
2. Applicant shall download form DIR -3 and fill the required details and also verified by:
a. Practicing CA/CS/COST Acc. Or
b. CS in full time employment or by MD of company in which he is appointed.
Procedure for allotment of Din (Sec. 154):
CG shall within one month from receipt of application allot DIN in prescribed manner mentioned
below:
1. On submission of form DIR 3 system will generate application number, not to be
utilized till confirmed by CG.
2. After generation of application number, system shall process the application. It may
approve or reject the application within one month. Such communication may be sent
by Post or electronically or any other mode.
3. If CG is not satisfied then intimation shall be given regarding defects, directing the
applicant to resubmit the application within 15 days.
4. If defects are not correct even in new application than treat such application as
invalid.
5. In case of rejection or invalidation of application the application number so
allotted by the system shall get lapsed automatically and fee so paid with
application shall neither be refunded nor adjusted with any other application.
Note :
1. All previous DIN shall be deemed to have been allotted to them under new rules.
2. DIN once allotted valid for lifetime.
General provisions regarding DIN:
1. Prohibition to obtain more than ONE DIN (Sec. 155).
2. Director to intimate DIN to company within one month of receipt from CG in Form DIR 3B (Sec. 156).
3. Company shall inform DIN to ROC within15 of receipt of intimation in Form DIR – 3C
[Sec. 157 (1)].
Chinmay Tutorials [9929277130/0141-2741111]
Professional Factory.....
By CS, LL.B. Sonam Jain (8302382369)
4. Every person or company shall mention DIN on every document related to the director or
contain reference of any director (Sec. 158)
Note for Sec 2(76) [Definition of related party]: A director other than independent director
or KMP of Holding Company or his relative with reference to a company shall be deemed
to be Related Party.
Note: Audit Committee meeting for consideration of financial statement including
consolidated financial statement if any are not to be dealt in a meeting through video
conferencing or other audio visual means.
Additions for Section 203:
Note: An individual shall not be appointed or reappointed as Chairperson of the Company as
well as MD or CEO at the same time unless otherwise provided in the Articles.
However, Public Company having paid up share capital of Rs. 100 or more and annual turnover
of Rs. 1000 crore or more which is engaged in multiple businesses and which has appointed
one or more CEO for each such business are exempted from above provision.