FAQ’S – SERIES II



FAQ’S – SERIES II


     A.1.    What is minimum age for appointment of Director under Companies Act, 2013?

As Per Companies Act, 2013 Section 152(3) “ No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number”.

Director Identification No. can be apply through e-form DIR-3. As per e-form DIR-3 ‘Person should be minimum 18 years of age while applying for this application”.

However, one can opine that minimum age for appointment of Director is 18 years.

MINIMUM AGE for MD & WTD?

No Person can be appoint as MD/ WTD or Manger if such person is below the age of twenty-one year.

    
    A.2.  What is the maximum age for a Director to serve company as Director?

As per CA, 2013 section 197, Maximum age for a Managing Director is 70 years. If Company want to appoint a person as MD even after attainment of age of 70 can do by passing of Special Resolution.

There is no maximum age limit for director other then MD/ WTD/ Manager.

    A.3.  Company falls under the limit of applicability of filing of financial statement into XBRL for some years. However, afterwards due to any reason, it doesn’t fall under the applicability requirement of XBRL. Whether such Company required preparing the financial statement into XBRL in future also?

As Per the applicability of filing of financial statement into XBRL amendment Rules, 2018, such Company required to file financial statement into XBRL in future years also irrespective whether falling in limit or not.

    A.4.   Director of Company has resigned from the Company and filed DIR-11. However, Company fails to file his DIR-12 and fails to file financial statement for continue period of 3 financial years. Whether Resigned director shall consider as disqualified or not?

As per Companies Act, 2013 if a person has filed his DIR-11 as resignation from the Company. His resignation shall be update in the record of ministry. Even on MCA signatory details his “end date” shall be mentioned as per DIR-11.

Therefore, one can opine that in this case resigned director shall not be disqualified.
              
     A.5.  Whether Companies are required to prepare MGT-9?

As per CA, 2013 section 134, Companies was required to prepare MGT-9 extract of Annual Return and such MGT-9 was required to file with Directors Report.

However, this provision has been amended by CAA, 2017 w.e.f. 31.7.2018 i.e. as per notification dated 31st July, 2017 provision in relation to MGT-9 has been removed from Section 134 and a new provision I added i.e. “the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed”.

Therefore, one can opine that MGT-9 is not required to prepare by any Company if Directors Report approved in Board Meeting on or after 31st July, 2018.

     A.6.  If a Company doesn’t having website, whether it is mandatory to Prepare MGT-9?

As per Section, 134 Companies have to give the link of Annual return in Directors Report only in the condition if Company having website.

If Company doesn’t have website then don’t have to give anything. Therefore, one can opine that irrespective of Fact Company having website or not requirement of MGT-9 has been done away with.



(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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