director simpliciter

[Darshana Kakani]

can a non executive director and a director simpliciter( a ca in practice) can incorporate a new company? urgent help needed!

[K.Muthusamy]

Y not

On Fri, Feb 17, 2017 at 1:56 PM, Darshana Kakani <darshan...@gmail.com> wrote:

can a non executive director and a director simpliciter( a ca in practice) can incorporate a new company? urgent help needed!

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With regards

 

K.MUTHUSAMY BCom,FCMA,FCS

JMACS ASSOCIATES 

Company Secretaries in Practice | 168 DPF Street | Papanaickenpalayam | Coimbatore-641037
Phone : 0422 - 224 5 224, Mobile : 94433 71791

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[Umesh Vyas]

yes

CS Umesh Vyas.

B.Com., LL.B., ACS

Practising Company Secretary.

Mob.:09427630539

[Darshana Kakani]

ok but do a non executive director and director simpliciter have same rights and power?

[Darshana Kakani]

need an urgent answer, please tell can a ca in practice be appointed as non executive director and can they sign on behalf of company?

[ACS suresh chaudhary]

(k) “Executive Director” means a whole time director as defined in clause (94) of section 2 of the Act;

section 2 (94) "whole-time director" includes a director in the whole-time employment of the company;

Disqualifications for Appointment of Director

Notified Date of Section: 01/04/2014

164. (1) A person shall not be eligible for appointment as a director of a company, if — (a) he is of unsound mind and stands so declared by a competent court; (b) he is an undischarged insolvent; (c) he has applied to be adjudicated as an insolvent and his application is pending; (d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence: Provided that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a director in any company; (e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force; (f) he has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; (g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or (h) he has not complied with sub-section (3) of section 152. 1[(2) No person who is or has been a director of a company which— (a) has not filed financial statements or annual returns for any continuous period of three financial years; or (b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.] (3) A private company may by its articles provide for any disqualifications for appointment as a director in addition to those specified in sub-sections (1) and (2): Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub-section (1) shall not take effect— (i) for thirty days from the date of conviction or order of disqualification; (ii) where an appeal or petition is preferred within thirty days as aforesaid against the conviction resulting in sentence or order, until expiry of seven days from the date on which such appeal or petition is disposed off; or (iii) where any further appeal or petition is preferred against order or sentence within seven days, until such further appeal or petition is disposed off.   134. (1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon.

[Darshana Kakani]

thank u sir for the valuable info but my question was something else? or i could not relate ur answer with my question!

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[ACS suresh chaudhary]

Dear Darshana 

I shared the relevant section and definition and on the basis of it, I didnt find anything which restricts.In my training days I asked sir twice and thrice that can a practising cs becomes a Director and he answered all the times with an an angry look, Where does the law restricts, show me the provision of law which restricts.

On Friday, February 17, 2017 at 1:56:29 PM UTC+5:30, Darshana Kakani wrote:

[Darshana Kakani]

SIR, CS NORMS ITSELF SAYS THAT THEY CAN BECOME NON EXECUTIVE DIRECTOR WITHOUT SPECIFIC PERMISSION! I WANT TO GET KNOW ABOUT CA NORMS??

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[CS.Ra Vi™]

CA in order to be a director he should take permission of council.... And if he is a director he can't be appointed as Auditor

[Darshana Kakani]

he is not auditor of the company? do he still need to take permission??

[CS.Ra Vi™]

Yes...... To be director of any company he need to take permission... There is a judgement given by SC/HC of Delhi in 2010 on this

[CS.Ra Vi™]

http://delhicourts.nic.in/Sep10/YOGESHWARI%20KUMARI%20VS.%20THE%20INSTITUTE%20OF%20CHARTERED%20ACCOUNTANTS%20OF%20INDIA.pdf

[Darshana Kakani]

and can he sign board resolution in company behalf(after appointed as DIRECTOR SIMPLICITOR)?

AND YES I VISITED KNOW YOUR ETHICS COLOUMN OF CA JOUNAL FEB, 2016. IT SAYS NO SPECIFIC PERMISSION REQUIRED? SHARING THE USEFUL LINK AND PLEASE CLEAR!!
LINK : http://resource.cdn.icai.org/41218esb31005.pdf

[Darshana Kakani]

AND IN THE ABOVE STATED CASE, THE STATUTORY AUDITOR BECOME THE DIRECTOR AND THAT IS UNFAIR. BUT IN MY CASE, HE IS JUST A CA IN PRACTICE AND THE STATUTORY AUDITOR OF THE COMPANY IN WHICH HE PROPOSED TO BE DIRECTOR? CAN HE BE APPOINTED NOW AND SIGN COMPANY RESOLUTION ON COMPANY BEHALF? PLEASE HELP WITH THE QUERY??

[Darshana Kakani]

AND NOT THE STATUTORY AUDITOR OF THE COMPANY*

[Darshana Kakani]

need an urgent reply. please help with the query.

[Lalit Modi]

CA can be a non executive & independent director of the company but he can't be director in a company in which he is a statutory auditor of the Company.

CS Lalit Modi

[Darshana Kakani]

ok thanx sir.