CS Seema Mhatre

PRACTICING COMPANY SECRETARY (CS) CAN BE APPOINTED AS A NOMINEE DIRECTOR : A Company secretary, in practice, can hold the position of a director in a company. They can be appointed as a Nominee Director by a promoter company, financial institution, or the government. Elaboration: Nominee Director: A Nominee Director is appointed by a shareholder, financial institution, or government entity to represent their interests on the board of directors of another company. They are typically appointed under the Companies Act, 2013, in furtherance of an agreement or law. Practicing Company Secretary: A Company Secretary in practice is a qualified professional who provides advisory and consulting services to businesses related to company law, governance, and compliance. Appointment: The board of directors of a company can appoint a Nominee Director, including a CS in practice, subject to the company's articles of association. The appointment can be made by the board, the promoter company, a fi...

  Resignation of Nominee Director Reasons for Resignation: 1. Change in shareholder structure: Change in ownership or shareholder structure. 2. Conflict of interest: Conflict between nominee director's duties and interests. 3. Personal reasons: Personal reasons, such as health or career changes. Process: 1. Notice period: Provide notice period as per agreement or articles. 2. Board meeting: Inform the board of directors. 3. Filing with ROC: File resignation with Registrar of Companies. Key Considerations: 1. Fiduciary duties: Ensure compliance with fiduciary duties. 2. Confidentiality: Maintain confidentiality. 3. Smooth transition: Ensure smooth transition. Documentation: 1. Resignation letter: Submit formal resignation letter. 2. Board resolution: Pass board resolution accepting resignation. Post-Resignation: 1. Remove from director's register: Update director's register. 2. Inform stakeholders: Inform stakeholders, such as banks and auditors. By following the proper proc...

ROLE OF COMPANY SECRETARY AS SCRUTINIZER A Practicing Company Secretary (PCS) can act as a scrutinizer, which involves independently verifying the e-voting process to ensure it's fair and transparent. PCSs are specifically named in the Companies Act, 2013, as suitable individuals for this role. They are responsible for monitoring the entire e-voting process and reporting the results. Key Responsibilities: 1. Conducting polls: Ensuring the conduct of polls in a fair and transparent manner. 2. Counting votes: Counting votes and ensuring accuracy. 3. Reporting results: Reporting the results of the poll to the company. Duties: 1. Ensuring compliance: Ensuring compliance with applicable laws and regulations. 2. Maintaining confidentiality: Maintaining confidentiality of voting process. 3. Ensuring integrity: Ensuring the integrity of the voting process. Benefits: 1. Transparency: Ensuring transparency in the voting process. 2. Fairness: Ensuring fairness in the conduct of polls. 3. Cred...

  DEMATERIALIZATION OF SHARES Refers to the process of converting physical share certificates into electronic form. This is done so that shares can be traded electronically on stock exchanges like Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE), making the process more efficient, secure, and transparent. Key Points about Dematerialization: 1.      Purpose: ·          To eliminate the risks associated with physical certificates like theft, loss, forgery, or damage. ·          To make trading faster and more seamless. 2.      How It Works: ·         The shareholder opens a Demat Account with a Depository Participant (DP) (like a bank or     brokerage firm). ·       The physical share certificates are submitted to the DP along with a Dematerialisation Request Form (DRF). ·    ...

  Empowering Change: A Guide to Appointing a Woman Director In the ever-evolving corporate governance landscape, the appointment of women directors and independent directors has become integral to ensuring transparency and accountability in Indian companies. The Companies Act 2013 ushered in a new era by introducing these concepts to the Board of Directors, emphasizing their significant roles in the management of businesses. This article delves into the provisions, applicability, appointment procedures, tenures, and penalties for women directors and independent directors in India. Women directors often bring diverse perspectives and experiences to the boardroom, which can lead to better-rounded decision-making. Women directors also  serve as role models, and therefore improve female employees' performance and boost companies' image . The empirical results show that  the proportion of non-executive female directors and independent female directors have significan...