Companies (Meetings and Board and its powers) Rules, 2014 Amended

1]  Rule 3(3) provides that the notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act.

Clause (e) to the subsection further provided that “The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year”

The new amendment dated 13th July 2017 substituted the phrase ‘one calendar year’ with ‘one year’ and also added the following proviso to clause (e): “Provided that such declaration shall not debar him from participation in the meeting in person in which case he shall intimate the Company sufficiently in advance of his intention to participate in person.”

2]  The amendment has also modified Rule 3(11), which provided that “At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority.

Now the amended rule states that “t the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority and the draft minutes by the Company till the confirmation of the draft minutes in accordance with sub-rule(12)

3] Though a number of new words are inserted in Rule 6, in effect, there is no substantial change. Earlier Rule 6 provided that “The Board of directors of every listed companies and the following classes of companies shall constitute an Audit Committee and a Nomination and Remuneration Committee of the Board-

(i) all public companies with a paid up capital of ten crore rupees or more;

(ii) all public companies having turnover of one hundred crore rupees or more;

(iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

However, the amended Rule provides that “The Board of directors of every listed Company and a Company covered under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall constitute an ‘Audit Committee’ and a “Nomination and Remuneration Committee of the Board”.

Limits given in Rule 4 are as follow:

The following class or classes of companies:

(i) the Public Companies having paid up share capital of ten crore rupees or more; or

(ii) the Public Companies having turnover of one hundred crore rupees or more; or

(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees: