(1) A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a at any general meeting, if he, or some intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five per cent. of total valid votes cast either on show of hands or on poll on such resolution.
requirements of deposit of amount shall not apply in case of appointment of an independent director or a director recommended by the Nomination and Remuneration Committee, if any, constituted under sub-section (1) of section 178 or a director recommended by the Board of Directors of the Company, in the case of a company not required to constitute Nomination and Remuneration Committee.
(2) The company shall inform its members of the candidature of a person for the office of director under sub-section (1) in such manner .
1.This section shall not apply to — (a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company. vide notification no. G.S.R. 463(E) dated 5th June, 2015.
(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)
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2.This section shall not apply to private companies. Notification no. G.S.R. 464(E) dated 5th June 2015.
(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June 2017)
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3.This section shall not apply to section 8 companies whose articles provide for election of directors by ballot. Refer notification no. G.S.R. 466(E) dated 5th June, 2015
(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)
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4.This section shall apply as per the articles framed by the company for IFSC Public Companies vide Exemption Notification, GSR 08 (E) dated 04.01.2017.
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(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
11.1.13-Companies (Appointment and Qualification of Directors) Rules,2014
13. Notice of candidature of a person for directorship.-
The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office-
(1) by serving individual notices, on the members through electronic mode to such members who have provided their email addresses to the company for communication purposes, and in writing to all other members; and
(2) by placing notice of such candidature or intention on the website of the company, if any:
Provided that it shall not be necessary for the company to serve individual notices upon the members as aforesaid, if the company advertises such candidature or intention, not less than seven days before the meeting at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district.
Commencement Notification dated 09.02.2018
Enforcement Notification S.O. 902(E) dated 26/03/2014
Exemption to Govt Companies G.S.R. 463(E) dated 05/06/2015
Exemption to Nidhi Companies [G.S.R 465(E)] dated 05/06/2015
Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017
Exemptions to Government Companies [Amendment to GSR 463(E)] dated 13/06/2017
Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017
Exemptions to private companies [GSR 464 (E)] dated 05/06/2015
Exemptions to Section 8 Companies [Amendment to GSR 466(E)] dated 13/06/2017
Exemptions to Section 8 companies [GSR 466 (E)] dated 05/06/2015
The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)