HP Ltd., a Non-Government unlisted company, have paid up share capital of ₹20 crores as on 31st March, 2019, it was increased to ₹25 crores during the financial year 2019-20. The company secretary advised that the compan

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · December 2021
HP Ltd., a Non-Government unlisted company, have paid up share capital of ₹20 crores as on 31st March, 2019, it was increased to ₹25 crores during the financial year 2019-20. The company secretary advised that the company should have formal annual evaluation of performance of the Board, its committees and all the individual directors. Answer the following questions with reasons: (i) Discuss the legal provisions in this regard.

Answer & Explanation:

Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 provides that the Board Report of every listed company and every other public company having paid up share capital of ₹ 25 crores or more calculated at the end of the preceding financial year except Government Companies has to do formal annual evaluation of the Board, its committees and all individual directors. The Board's report of such companies must include a statement indicating the manner and criteria of formal Board Evaluation. Further, Section 178 of the Companies Act, 2013 contains that the Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

Topics: Board Evaluation

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