AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS FORMAT
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Law insider halliburton-co_director-restricted-stock-unit-agreement_filed_13-...ssuserce9a0f
This document is a restricted stock unit agreement between Halliburton Company and a director. It grants the director restricted stock units that will vest over 4 years in 25% increments each year provided the director remains on the board. The units will also fully vest if the director dies, is not re-elected, retires at age 72 or after 4 years of service, or if there is a change in control of the company. Upon vesting, the stock units will be settled either in company stock or cash. The agreement also outlines the director's rights, tax withholding policies, and data privacy consent regarding the stock units.
This document is a director's service agreement between [NAME OF COMPANY] and [NAME OF DIRECTOR]. It outlines the terms of employment such as the director's duties, salary, expenses, holidays, and restrictions. The director agrees to serve the company well and promote its interests. In return, they will receive an annual salary of [SALARY] along with reimbursement of reasonable expenses. The agreement continues indefinitely unless either party provides [INSERT NOTICE PERIOD] months' notice.
1. Bonus shares are additional shares given to existing shareholders without cost based on their current shareholding. Companies issue bonus shares to capitalize accumulated profits or reserves without needing to pay dividends.
2. Companies may issue bonus shares when they have large reserves but cannot declare dividends due to lack of cash, or to avoid demanding high future dividend rates from shareholders. Bonus shares are issued in a set proportion to existing shares based on a bonus ratio.
3. The process of bonus issue involves board approval, shareholder approval, fixing a record date, allotting shares, and updating shareholder records. Bonus shares benefit both investors through increased holdings and companies through conserving cash.
A Managing Director means a director who is entrusted with substantial powers of management by virtue of an agreement with the company or a board or shareholder resolution. A Managing Director exercises their powers subject to the control and direction of the board of directors. A Whole Time Director includes a director in whole time employment of a company and must be vested with substantial powers of management. A Manager has management of the whole or substantially the whole of a company's affairs, and can be a director or any other person, whether employed under a contract or not. A company cannot simultaneously employ a Managing Director and a Manager.
This document summarizes key aspects of managerial appointments and remuneration under the Companies Act, 2013. It discusses definitions of managerial positions like MD, WTD, and manager. It outlines qualifications, approvals, and maximum tenure required for managerial appointments. It also explains limits on total managerial remuneration and sub-limits payable based on a company's net profits. Exceptions for remuneration paid to directors in a professional capacity are also summarized. Notable court judgments pertaining to managerial remuneration are briefly discussed.
The document discusses various requirements for directors and key managerial personnel under the Companies Act 2013. It outlines the minimum and maximum number of directors allowed for different types of companies. It also discusses requirements for appointing independent directors, woman directors, and small shareholders' directors. Other topics covered include director identification numbers, appointment and vacation of directorship, resignation and removal of directors, and requirements for appointing key managerial personnel.
This document outlines an agreement between a company and an advisor where the advisor agrees to provide mentoring and advisory services to the company. The advisor will not receive cash compensation but will receive equity in the company. The agreement specifies that the advisor is an independent contractor, not an employee. It also requires the advisor to keep company information confidential and assigns any intellectual property relating to the company's business that the advisor creates to the company. The agreement is governed by the laws of the state listed on the signature page and can be terminated by either party with 5 days notice.
Law insider halliburton-co_director-restricted-stock-unit-agreement_filed_13-...ssuserce9a0f
This document is a restricted stock unit agreement between Halliburton Company and a director. It grants the director restricted stock units that will vest over 4 years in 25% increments each year provided the director remains on the board. The units will also fully vest if the director dies, is not re-elected, retires at age 72 or after 4 years of service, or if there is a change in control of the company. Upon vesting, the stock units will be settled either in company stock or cash. The agreement also outlines the director's rights, tax withholding policies, and data privacy consent regarding the stock units.
This document is a director's service agreement between [NAME OF COMPANY] and [NAME OF DIRECTOR]. It outlines the terms of employment such as the director's duties, salary, expenses, holidays, and restrictions. The director agrees to serve the company well and promote its interests. In return, they will receive an annual salary of [SALARY] along with reimbursement of reasonable expenses. The agreement continues indefinitely unless either party provides [INSERT NOTICE PERIOD] months' notice.
1. Bonus shares are additional shares given to existing shareholders without cost based on their current shareholding. Companies issue bonus shares to capitalize accumulated profits or reserves without needing to pay dividends.
2. Companies may issue bonus shares when they have large reserves but cannot declare dividends due to lack of cash, or to avoid demanding high future dividend rates from shareholders. Bonus shares are issued in a set proportion to existing shares based on a bonus ratio.
3. The process of bonus issue involves board approval, shareholder approval, fixing a record date, allotting shares, and updating shareholder records. Bonus shares benefit both investors through increased holdings and companies through conserving cash.
A Managing Director means a director who is entrusted with substantial powers of management by virtue of an agreement with the company or a board or shareholder resolution. A Managing Director exercises their powers subject to the control and direction of the board of directors. A Whole Time Director includes a director in whole time employment of a company and must be vested with substantial powers of management. A Manager has management of the whole or substantially the whole of a company's affairs, and can be a director or any other person, whether employed under a contract or not. A company cannot simultaneously employ a Managing Director and a Manager.
This document summarizes key aspects of managerial appointments and remuneration under the Companies Act, 2013. It discusses definitions of managerial positions like MD, WTD, and manager. It outlines qualifications, approvals, and maximum tenure required for managerial appointments. It also explains limits on total managerial remuneration and sub-limits payable based on a company's net profits. Exceptions for remuneration paid to directors in a professional capacity are also summarized. Notable court judgments pertaining to managerial remuneration are briefly discussed.
The document discusses various requirements for directors and key managerial personnel under the Companies Act 2013. It outlines the minimum and maximum number of directors allowed for different types of companies. It also discusses requirements for appointing independent directors, woman directors, and small shareholders' directors. Other topics covered include director identification numbers, appointment and vacation of directorship, resignation and removal of directors, and requirements for appointing key managerial personnel.
This document outlines an agreement between a company and an advisor where the advisor agrees to provide mentoring and advisory services to the company. The advisor will not receive cash compensation but will receive equity in the company. The agreement specifies that the advisor is an independent contractor, not an employee. It also requires the advisor to keep company information confidential and assigns any intellectual property relating to the company's business that the advisor creates to the company. The agreement is governed by the laws of the state listed on the signature page and can be terminated by either party with 5 days notice.
The document summarizes key provisions related to the appointment and duties of auditors and directors under Indian company law.
It discusses that the first auditors are appointed by the board within one month of registration, and hold office until the first AGM. Auditors can be removed by an ordinary resolution. Directors must have a Director Identification Number and minimum board sizes differ for public and private companies. At least one-third of directors must retire by rotation at AGMs, and outsiders require member consent to be appointed as directors.
Managerial remuneration includes salary, allowances, and benefits paid to managing directors, whole-time directors, managers, and professional directors. The document outlines the definitions and appointment procedures for these managerial persons according to Indian law. It also provides the formulas and limits for calculating remuneration based on a company's net profits and effective capital. Key factors like sitting fees, increases in remuneration, and remuneration of foreign directors are also summarized.
Takeover Panorama: A monthly newsletter by Takeover Code Team of Corporate Professionals
Highlights of the Panorama...
1. SAT order in the matter of Ms. Sangeeta Sethia and Mr. Prabhat Sethiavs SEBI;
2. Exemption granted in the matter of M/s Prozone Capital Shopping Centres Limited;
3. Exemption granted in the matter of M/s Sibar Autoparts Limited.
4. Adjudicating Officer/WTM Orders
This document is a founders' agreement that establishes the terms of a partnership between multiple founders starting a company. It outlines ownership and management structure, intellectual property ownership, confidentiality obligations, capital contributions, expense reimbursement, distributions, dispute resolution procedures, and other standard terms governing the relationship between the founders and partnership. The agreement is intended to comprehensively define the rights and responsibilities of the founders as partners in the new company.
BUSINESS ENTREPRENEURSHIP
MANAGEMENT & SERVICE PROVISION.
PRODUCTS RESEARCH & MANUFACTURING.
QUALITY PRODUCTION & DELIVERY.
SKILLFUL PRODUCTION & INNOVATION.
BUSINESS INVESTMENTS & GUIDANCE.
BUSINESS CONSULTANTS.
Writing Sample Drafted Term Sheet for Transactional Law Meets CompetitionAnthony Maddaluno
The document outlines the principal terms of a proposed triangular merger between DeSalt Industries, Inc., a wholly owned subsidiary of Arrowhead Enterprises, Inc., and SeaCatcher Technologies LLC. Key terms include SeaCatcher forming a new subsidiary (SeaCatcher Merger Sub) that will merge with and into DeSalt, with DeSalt surviving as a new entity (NewCo) owned 33% by Arrowhead and 66% by SeaCatcher. The closing date is set for no later than March 11, 2016. Protections for Arrowhead as the minority shareholder are also outlined.
Here, LegalDelight present its new PPT on the topic of What is Change in Object Clause of the Company, Reasons for Change of object clause, Basics of Object Clause, Type of Change in Object Clause, Process to be followed for change in object clause, and Restriction on Alteration of Object Clause.
The document summarizes new requirements for directors and key managerial personnel under the Indian Companies Act of 2013. It states that every company must have a minimum of 1-3 directors depending on the type of company, and the maximum number of directors is 15 without shareholder approval. It introduces requirements for women directors, resident directors, and independent directors. It also outlines duties, restrictions, and penalties for directors regarding conflicts of interest, loans to directors, and disclosure of interests. Key managerial personnel are also defined and restrictions on their roles are presented.
This document provides a summary of recent orders from the Takeover Panel related to three companies - Jindal Poly Films Limited, Epsom Properties Limited, and Givo Limited. Exemptions from takeover regulations were granted in each case. The document also summarizes consent orders related to violations of takeover regulations by four companies. Finally, it provides details of the latest open offer for Zenzy Technocrats Limited. The high-level information is summarized in 3 sentences or less.
This document outlines the key terms of a proposed investment in Company X by Investor Group 1 and Investor Group 2. Some key details include:
- Investor Group 1 will invest INR [amount] million for a shareholding percentage in Company X as outlined in Annexure 2.
- Investor Group 2 will invest INR [amount] million for a shareholding percentage in Company X as outlined in Annexure 2.
- The pre-money valuation of Company X is INR [amount] million.
- The investment will occur in tranches, subject to certain conditions being met.
- The document outlines various rights for Investor Group 1, including board representation, veto rights,
The document outlines the key aspects of the Employee Provident Fund (EPF) scheme in India, including eligibility, contributions from employers and employees, investment patterns, withdrawal procedures, settlements on retirement or termination, exemptions from tax, and benefits. EPF is a mandatory savings program for employees in India that provides tax-deferred savings and a lump sum payment on retirement. Non-compliance by employers can result in penalties like fines and imprisonment.
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
This document provides guidance for technology companies raising venture capital. It addresses key considerations in the venture capital raising process, from pre-funding preparations through the financing terms. The pre-funding section emphasizes preparing an executive summary and business plan to attract investors. It also stresses selecting a committed management team. The document recommends planning the company's capital structure through multiple anticipated financing rounds to determine founder equity stakes. Attachments provide templates for summaries, financial projections, and due diligence checklists.
This document provides an overview of key provisions related to the appointment of managing directors, whole-time directors, and managers under the Companies Act of India. Some key points include:
1) A managing director must be a company director entrusted with substantial management powers. A whole-time director devotes their whole time to company affairs.
2) Appointments must follow certain rules, such as the appointee already being a company director. Public companies and subsidiaries of public companies require board and shareholder approval.
3) Certain large companies must have a managing/whole-time director or manager. No more than one person can be appointed as manager, while a company can have multiple managing directors
Startup shareholder agreement in Finland, do's and don'ts | Nordic FoundersSergey Gerasimenko
This presentation is an advise on what to you should ask yourself before partnering with anyone, covers what good Shareholder Agreement should have and explains vesting in Finland.
Presentation prepared for Nordic Founders Meetup (http://www.meetup.com/NordicFounders/).
This presentation discusses the nature of related party transactions under the Companies Act, 2013 and the complexities involved in it and its through study. Suggestions are most welcome.
The document summarizes the terms for a series seed investment in [Company]. It outlines the structure of the financing round, including share classes, valuation, and investor ownership percentages. It also describes conditions of closing, important shareholder rights and controls, founder vesting and exit terms, board composition, and other customary legal terms for a seed financing.
This document contains the memorandum and articles of association for GMAX IT LIMITED, a private limited company in Bangladesh.
The memorandum outlines the company name, registered office location, objectives including promoting ICT development and carrying out related businesses, and share capital structure.
The articles provide regulations for the company including defining it as a private limited company, outlining business scope, share capital details, procedures for share certificates, calls on shares, share transfers, borrowing powers, general meetings, voting rights, and details on the board of directors including their qualifications, remuneration, and circumstances for vacating office.
The document summarizes various types of income that are exempt from tax under Section 10 of the Indian Income Tax Act. Key exemptions include:
1. Agricultural income derived from land used for agricultural purposes in India. Commercial activities like dairy farming and poultry farming do not qualify.
2. Any sum received by an individual as a member of a Hindu Undivided Family (HUF) from the HUF's income/estate, as the HUF is already taxed on this.
3. Partner's share of profits from a firm that is separately assessed for tax purposes, to avoid double taxation.
4. Certain payments received from provident funds, life insurance policies, gratuity,
The document summarizes key provisions related to the appointment and duties of auditors and directors under Indian company law.
It discusses that the first auditors are appointed by the board within one month of registration, and hold office until the first AGM. Auditors can be removed by an ordinary resolution. Directors must have a Director Identification Number and minimum board sizes differ for public and private companies. At least one-third of directors must retire by rotation at AGMs, and outsiders require member consent to be appointed as directors.
Managerial remuneration includes salary, allowances, and benefits paid to managing directors, whole-time directors, managers, and professional directors. The document outlines the definitions and appointment procedures for these managerial persons according to Indian law. It also provides the formulas and limits for calculating remuneration based on a company's net profits and effective capital. Key factors like sitting fees, increases in remuneration, and remuneration of foreign directors are also summarized.
Takeover Panorama: A monthly newsletter by Takeover Code Team of Corporate Professionals
Highlights of the Panorama...
1. SAT order in the matter of Ms. Sangeeta Sethia and Mr. Prabhat Sethiavs SEBI;
2. Exemption granted in the matter of M/s Prozone Capital Shopping Centres Limited;
3. Exemption granted in the matter of M/s Sibar Autoparts Limited.
4. Adjudicating Officer/WTM Orders
This document is a founders' agreement that establishes the terms of a partnership between multiple founders starting a company. It outlines ownership and management structure, intellectual property ownership, confidentiality obligations, capital contributions, expense reimbursement, distributions, dispute resolution procedures, and other standard terms governing the relationship between the founders and partnership. The agreement is intended to comprehensively define the rights and responsibilities of the founders as partners in the new company.
BUSINESS ENTREPRENEURSHIP
MANAGEMENT & SERVICE PROVISION.
PRODUCTS RESEARCH & MANUFACTURING.
QUALITY PRODUCTION & DELIVERY.
SKILLFUL PRODUCTION & INNOVATION.
BUSINESS INVESTMENTS & GUIDANCE.
BUSINESS CONSULTANTS.
Writing Sample Drafted Term Sheet for Transactional Law Meets CompetitionAnthony Maddaluno
The document outlines the principal terms of a proposed triangular merger between DeSalt Industries, Inc., a wholly owned subsidiary of Arrowhead Enterprises, Inc., and SeaCatcher Technologies LLC. Key terms include SeaCatcher forming a new subsidiary (SeaCatcher Merger Sub) that will merge with and into DeSalt, with DeSalt surviving as a new entity (NewCo) owned 33% by Arrowhead and 66% by SeaCatcher. The closing date is set for no later than March 11, 2016. Protections for Arrowhead as the minority shareholder are also outlined.
Here, LegalDelight present its new PPT on the topic of What is Change in Object Clause of the Company, Reasons for Change of object clause, Basics of Object Clause, Type of Change in Object Clause, Process to be followed for change in object clause, and Restriction on Alteration of Object Clause.
The document summarizes new requirements for directors and key managerial personnel under the Indian Companies Act of 2013. It states that every company must have a minimum of 1-3 directors depending on the type of company, and the maximum number of directors is 15 without shareholder approval. It introduces requirements for women directors, resident directors, and independent directors. It also outlines duties, restrictions, and penalties for directors regarding conflicts of interest, loans to directors, and disclosure of interests. Key managerial personnel are also defined and restrictions on their roles are presented.
This document provides a summary of recent orders from the Takeover Panel related to three companies - Jindal Poly Films Limited, Epsom Properties Limited, and Givo Limited. Exemptions from takeover regulations were granted in each case. The document also summarizes consent orders related to violations of takeover regulations by four companies. Finally, it provides details of the latest open offer for Zenzy Technocrats Limited. The high-level information is summarized in 3 sentences or less.
This document outlines the key terms of a proposed investment in Company X by Investor Group 1 and Investor Group 2. Some key details include:
- Investor Group 1 will invest INR [amount] million for a shareholding percentage in Company X as outlined in Annexure 2.
- Investor Group 2 will invest INR [amount] million for a shareholding percentage in Company X as outlined in Annexure 2.
- The pre-money valuation of Company X is INR [amount] million.
- The investment will occur in tranches, subject to certain conditions being met.
- The document outlines various rights for Investor Group 1, including board representation, veto rights,
The document outlines the key aspects of the Employee Provident Fund (EPF) scheme in India, including eligibility, contributions from employers and employees, investment patterns, withdrawal procedures, settlements on retirement or termination, exemptions from tax, and benefits. EPF is a mandatory savings program for employees in India that provides tax-deferred savings and a lump sum payment on retirement. Non-compliance by employers can result in penalties like fines and imprisonment.
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
This document provides guidance for technology companies raising venture capital. It addresses key considerations in the venture capital raising process, from pre-funding preparations through the financing terms. The pre-funding section emphasizes preparing an executive summary and business plan to attract investors. It also stresses selecting a committed management team. The document recommends planning the company's capital structure through multiple anticipated financing rounds to determine founder equity stakes. Attachments provide templates for summaries, financial projections, and due diligence checklists.
This document provides an overview of key provisions related to the appointment of managing directors, whole-time directors, and managers under the Companies Act of India. Some key points include:
1) A managing director must be a company director entrusted with substantial management powers. A whole-time director devotes their whole time to company affairs.
2) Appointments must follow certain rules, such as the appointee already being a company director. Public companies and subsidiaries of public companies require board and shareholder approval.
3) Certain large companies must have a managing/whole-time director or manager. No more than one person can be appointed as manager, while a company can have multiple managing directors
Startup shareholder agreement in Finland, do's and don'ts | Nordic FoundersSergey Gerasimenko
This presentation is an advise on what to you should ask yourself before partnering with anyone, covers what good Shareholder Agreement should have and explains vesting in Finland.
Presentation prepared for Nordic Founders Meetup (http://www.meetup.com/NordicFounders/).
This presentation discusses the nature of related party transactions under the Companies Act, 2013 and the complexities involved in it and its through study. Suggestions are most welcome.
The document summarizes the terms for a series seed investment in [Company]. It outlines the structure of the financing round, including share classes, valuation, and investor ownership percentages. It also describes conditions of closing, important shareholder rights and controls, founder vesting and exit terms, board composition, and other customary legal terms for a seed financing.
This document contains the memorandum and articles of association for GMAX IT LIMITED, a private limited company in Bangladesh.
The memorandum outlines the company name, registered office location, objectives including promoting ICT development and carrying out related businesses, and share capital structure.
The articles provide regulations for the company including defining it as a private limited company, outlining business scope, share capital details, procedures for share certificates, calls on shares, share transfers, borrowing powers, general meetings, voting rights, and details on the board of directors including their qualifications, remuneration, and circumstances for vacating office.
The document summarizes various types of income that are exempt from tax under Section 10 of the Indian Income Tax Act. Key exemptions include:
1. Agricultural income derived from land used for agricultural purposes in India. Commercial activities like dairy farming and poultry farming do not qualify.
2. Any sum received by an individual as a member of a Hindu Undivided Family (HUF) from the HUF's income/estate, as the HUF is already taxed on this.
3. Partner's share of profits from a firm that is separately assessed for tax purposes, to avoid double taxation.
4. Certain payments received from provident funds, life insurance policies, gratuity,
The document outlines statutory duties imposed on directors and officers of companies by corporate legislation. It discusses requirements such as obtaining shareholder approval for substantial acquisitions/disposals of company property, issuing shares, holding a statutory meeting for public companies within 3 months of operations, and producing a statutory report with financial details for shareholders. Failure to comply with these duties can result in penalties such as fines or imprisonment for directors.
coca cola 1989 Restricted Stock Award Plan of The Coca-Cola Company, as propo...finance9
This document summarizes the 1989 Restricted Stock Award Plan of The Coca-Cola Company, which aims to encourage key employees to acquire shares of company stock through restricted stock awards. The plan is administered by a committee that determines which employees receive awards and the terms. Employees receive shares that vest after 5 years of employment and upon retirement, disability, death or a change in control. The plan limits the total shares awarded to 40 million and the shares any individual can receive.
The document provides an overview of key provisions in the new Companies Act 2013 in India, which aims to transition corporate regulation from a government-regulated regime to one of greater self-regulation. Some key changes include requirements for committees on remuneration and stakeholder grievances, greater powers for audit committees, rules around independent directors, mandatory social responsibility expenditures, restrictions on auditor services, and enhanced auditor liability. The new law reduces the number of sections compared to the previous Companies Act of 1956 and aims to simplify compliance while increasing transparency and investor protections for corporations.
(1) Section 186 of the Companies Act 2013 regulates inter-corporate loans and investments made by companies. It restricts such loans/investments to 60% of the company's paid-up capital and reserves or 100% of its reserves, whichever is higher.
(2) Exceptions to Section 186 include loans by banking, insurance, housing finance companies and infrastructure finance companies in the normal course of business. Registered non-banking finance companies focused on security acquisition are also exempt.
(3) Contravention of Section 186 attracts a penalty of up to Rs. 5 lakhs for the company and imprisonment up to 2 years and a fine of up to Rs. 1 lakh for officers in
This employment agreement outlines the terms of employment between an employer and employee. It specifies details such as the employee's position and compensation, leave policies, intellectual property ownership, confidentiality agreements, non-compete clauses, and terms for termination. The agreement aims to define the rights and obligations of both parties to ensure lawful and reasonable expectations are met during the employment period.
This document outlines a policy for CSX Corporation regarding shareholder approval of severance agreements for senior executives. The policy states that severance agreements providing benefits exceeding 2.99 times the executive's highest annual salary or bonus within the past 3 years require shareholder approval. Benefits include severance pay, tax gross-ups, and special perks provided upon termination. The board's compensation committee determines how to apply and interpret this policy. The board may amend or waive the policy if it's in the company's best interests.
This document outlines a policy for CSX Corporation regarding shareholder approval of severance agreements for senior executives. The policy states that severance agreements providing benefits exceeding 2.99 times the executive's highest annual salary or bonus in the past 3 years will require shareholder approval. Benefits include severance pay, tax gross-ups, and special perks provided at termination. The board's compensation committee has authority to interpret the policy and determine values. The board may amend or waive the policy if in shareholders' best interests.
Summary of the Changes to the Michigan Nonprofit Corporations Act that Affect...Fraser Trebilcock Lawyers
Effective January 15, 2015, Governor Snyder signed into law Senate Bills 623, 624 and 929. These three Bills amend the Michigan Nonprofit Corporation Act (the "Act") which is the law under which most trade associations operate. Some of the amendments require action by management to amend bylaws or articles of incorporation, but most will not.
The document provides an overview of key changes introduced in the Companies Act 2013 compared to the previous Companies Act 1956. Some of the major changes include the introduction of new classes of companies like One Person Company and Dormant Company, greater accountability of directors and auditors, emphasis on corporate governance and investor protection, mandatory spending on corporate social responsibility, and establishment of the National Company Law Tribunal. The new Act aims to transition to a regime of self-regulation with simplified procedures and more e-governance.
The document summarizes key provisions around independent directors, women directors, related party transactions, corporate social responsibility committees, and other committees under the Companies Act 2013 in India. It outlines requirements for independent directors, qualifications for independent directors, their term and appointment process. It also discusses provisions around having a woman director, defining related parties and transactions with them, and mandatory committees around corporate social responsibility, audits, nominations and remuneration, and stakeholders' relationship.
Revised Section 185 under The Companies Act, 2013Shreya Mitra
With complete substitution of the section 185- Loan to Directors, etc., vide the Companies (Amendment) Act, 2017, it has made business easy and a little less troublesome.
This is just a brief overview of what are the changes that have been brought about by the new amendment.
Criteria for appointment of directors 14.01.2015Sharad Sharma
The document outlines the criteria for appointing directors to the board of a company. It discusses several requirements that must be met for a candidate to be eligible for appointment as a director. Specifically, it mentions that candidates should have relevant experience and qualifications, financial literacy, good communication and teamwork skills, and high integrity. It also lists disqualifying factors like unsound mental health or being an undischarged insolvent. The criteria are divided into sections for common requirements, independent directors, and executive directors, with each section specifying additional conditions.
Shareholders Agreement Template for Compulsorily Convertible Debt Funding- St...StartupSprouts.in
We present a shareholders agreement template for raising compulsorily convertible debt funding. This contains all the important terms and conditions for you to consider while drafting an SHA.
Founders must pay close attention to any shareholder agreements or subscription agreements involved in the fundraising process, as these documents govern the rights and obligations of the investors and the company.
Properly drafted agreements can help prevent disputes and misunderstandings down the line.
Furthermore, founders should ensure that all regulatory filings and disclosures are accurate and complete, as failure to comply with legal requirements can result in significant consequences for the company.
Finally, founders should handle any due diligence documents with care, providing accurate and transparent information to potential investors to build trust and confidence in the business.
Overall, careful management of these documents is essential for a successful fundraising process and the startup's long-term success.
The document outlines the steps a company must take to issue bonus shares. It begins by verifying the company's eligibility to issue bonus shares under applicable law and its articles of association. It then checks that the authorized share capital has adequate unissued shares. Next, it determines the terms of the bonus issue such as ratio and sources of capitalization. The document specifies convening a board meeting to approve the bonus issue and pass a resolution. It provides templates for board meeting notices and resolutions. Finally, it details giving notice of an extraordinary general meeting if shareholder approval is required to capitalize profits for the bonus issue.
This document is a pre-incorporation founders agreement between multiple founders who are collaborating on developing a business concept and related product or service. Upon incorporation of the company, the founders will transfer ownership of the product or service to the company. The agreement outlines equity distribution and vesting for the founders, confidentiality and non-compete terms, and provisions for continuing the agreement after incorporation through a shareholder agreement.
CA NOTES ON TRANSFER PRICING
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KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
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VISIT : https://www.kanoonkerakhwale.com/
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CA NOTES ON THEORY OF PRODUCTION AND COST IN BUSINESS ECONOMICS
FREE AFFIDAVITS AND NOTICES FORMATS
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FREE CA ICWA FOUNDATION NOTES
FREE CA ICWA INTERMEDIATE NOTES
FREE CA ICWA FINAL NOTES
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
1) The document provides information on the theory of production and cost, including definitions and concepts related to production, factors of production, and capital formation.
2) It defines production as the transformation of inputs or resources into finished goods and services, and outlines the different types of utility created through production.
3) The main factors of production are identified as land, labor, capital, and entrepreneurship, and their key features are described.
4) Capital formation is defined as the increased production of capital goods like machinery and infrastructure that are used for further production.
CA NOTES ON THEORY OF DEMAND AND SUPPLY
FREE AFFIDAVITS AND NOTICES FORMATS
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FREE LLB LAW FIRST SEM NOTES
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FREE LLB LAW THIRD SEM NOTES
FREE LLB LAW FOURTH SEM NOTES
FREE LLB LAW FIFTH SEM NOTES
FREE LLB LAW SIXTH SEM NOTES
FREE CA ICWA FOUNDATION NOTES
FREE CA ICWA INTERMEDIATE NOTES
FREE CA ICWA FINAL NOTES
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document discusses the theory of demand and supply, specifically the law of demand and elasticity of demand. It defines demand as the quantity of a good consumers are willing and able to purchase at various prices. The law of demand states that, all else equal, quantity demanded varies inversely with price - as price increases, quantity demanded decreases, and vice versa. This is shown through individual and market demand schedules and curves. The document discusses factors influencing demand and provides rationales for the downward sloping demand curve. It also notes some exceptions to the law of demand and defines expansion and contraction of demand.
CA NOTES ON THE SALES OF GOODS ACT 1930
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This document provides information about CA coaching classes and study materials offered by AVJ Institute in Delhi, India. It includes contact details for the institute, names and subjects of various CA course instructors like CA Sanchit Grover and CA Sahil Grover, along with fees and contents of pen drive classes and online video lectures/notes on YouTube and Telegram. The last pages contain teaching materials on Chapter 4 (The Companies Act, 2013) of the CA Foundation syllabus, covering topics like nature, definition, characteristics and features of a company, as well as the concept of separate legal entity.
CA NOTES ON RISK, RETURN AND PORTFOLIO PRACTICALS OF STRATEGIC FINANCIAL MODE...Kanoon Ke Rakhwale India
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Business economics helps managers make decisions by applying economic principles and analysis tools. It draws from microeconomics, using concepts like demand analysis, production and cost analysis, and inventory management to address operational issues. It also considers macroeconomic factors and how they influence the business environment. Business economics aims to provide practical recommendations, making it a normative rather than purely positive discipline. It has a wide scope, covering issues from choosing a business and products to setting prices, managing costs and investments, and forecasting demand.
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This document briefly explains the June compliance calendar 2024 with income tax returns, PF, ESI, and important due dates, forms to be filled out, periods, and who should file them?.
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AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS FORMAT
1. AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS
THIS AGREEMENT is made and entered into effective as of June 6, 2001 (the "Effective
Date"), by and between __________________, Inc., a __________________ corporation,
("Company") and __________________, an individual ("Director").
1. Term.
(a) This Agreement shall continue for a period of one (1) year from the Effective
Date and shall continue thereafter for as long as Director is elected as Chairman of the Board
of Directors ("Chairman") of Company.
(b) Notwithstanding the foregoing and provided that Director has neither voluntarily
resigned nor been terminated for "cause" as defined in Section 3(b) of this Agreement,
Company agrees to use its best efforts to reelect Director to the Board for a period of three
(3) years at the 2001 Annual Meeting of the Shareholders.
2. Position and Responsibilities.
(a) Position. Company hereby retains Director to serve as Chairman of the Board of Directors.
Director shall perform such duties and responsibilities as are normally related to such position
in accordance withCompany's bylaws and applicable law, including those services described
on Exhibit A, (the "Services"), and Director hereby agrees to use his best efforts to provide
the Services. Director shall not allow any other person or entity to perform any of the Services
for or instead of Director. Director shall comply with the statutes, rules, regulations and orders
of any governmental or quasi-governmental authority, which are applicable to the
performance of the Services, and Company's rules, regulations, and practices as they may
from time-to-time be adopted or modified.
(b) Other Activities. Director may be employed by another company, may serve on other
Boards of Directors or Advisory Boards, and may engage in any other business activity
(whether or not pursued for pecuniary advantage), as long as such outside activities do not
violate Director's obligations under this Agreement or Director's fiduciary obligations to the
shareholders, except as set forth in Exhibit B. The ownership of less than a 5% interest in an
entity, by itself, shall not constitute a violation of this duty.
2. Except as set forth in Exhibit B, Director represents that, to the best of his knowledge, Director
has no outstanding agreement or obligation that is in conflict with any of the provisions of
this Agreement, and Director agrees to use his best efforts to avoid or minimize any such
conflict and agrees not to enter into any agreement or obligation that could create such a
conflict, without the approval of the Chief Executive Officer or a majority of the Board of
Directors. If, at any time, Director is required to make any disclosure or take any action that
may conflict with any of the provisions of this Agreement, Director will promptly notify the
Chief Executive Officer or the Board of such obligation, prior to making such disclosure or
taking such action.
(c) No Conflict. Except as set forth in Section 2(b) and Exhibit
B, Director will not engage in any activity that creates an actual conflict of interest with
Company, regardless of whether such activity is prohibited by Company's conflict of interest
guidelines or this Agreement, and Director agrees to notify the Board of Directors before
engaging in any activity that creates a potential conflict of interest with Company. Specifically
and except as set forth in Section 2(b) and Exhibit B of this Agreement, Director shall not
engage in any activity that is in direct competition with the Company or serve in any capacity
(including, but not limited to, as an employee, consultant, advisor or director) in any company
or entity that competes directly with the Company, as reasonably determined by a majority of
Company's disinterested board members, without the approval of the Chief Executive Officer.
3. Compensation and Benefits.
(a) Director's Fee. In consideration of the services to be rendered under this Agreement,
Company shall pay Director a fee at the rate of One Hundred Thousand Rupees (Rs.100,000)
per year, which shall be paid in accordance with Company's regularly established practices
regarding the payment of Directors' fees, but in no event later than 12 months after the
Effective Date of this Agreement and each of its subsequent anniversaries, if any.
(b) Stock and Stock Options. Company acknowledges that Director is an owner of both
Common and Preferred Stock and holds an option to purchase stock in Company, and that
the rights attributable to these securities (the "Securities") shall not be affected by the
execution of this Agreement. In addition, in consideration of the services to be rendered
under this Agreement, Company agrees to grant Director the following two stock options
subject to the approval of the Board of Directors (the "Options"): (1) an option to purchase
10,000 shares of Company's Common Stock at an exercise price of ______ per share (the fair
market value of Company's Common Stock on the Effective Date), which shall be fully vested
on the Effective Date; and (2) an option to purchase 10,000 shares of Company's Common
Stock, which shall have an exercise price equal to 100% of the price charged pursuant to
Company's Initial Public Offering ("IPO"), unless the IPO has not occurred by
_______________, in which case, the exercise price shall be 100% of the fair market value
of Company's Common Stock on such date, and which options shall be fully vested
commencing upon the earlier of the date of Company's IPO or ______________. In the event
(i) of a merger, change in control or sale of Company or (ii) Director either is terminated as a
3. board member or is not re-elected, where the Director has not engaged in conduct during his
tenure on the board which would constitute "cause" for such termination, as determined by a
majority vote of the disinterested board members, the Shares immediately shall become fully
vested. "Cause" means a determination by a majority of the disinterested board members that
the Director has been engaged in any of the following: (i) malfeasance in office; (ii) gross
misconduct or neglect; (iii) false or fraudulent misrepresentation inducing Director's
appointment; (iv) wilful conversion of corporate funds; (v) material breach of an obligation to
make full disclosure; (vi) gross incompetence; (vii) gross inefficiency; (viii) acts of moral
turpitude; or (ix) repeated failure to participate (either by telephone or in person) board
meetings on a regular basis despite having received proper notice of the meetings at least 48
hours in advance thereof. The removal of Director as Chairman, by itself, shall not affect the
vesting schedule. The Options shall be subject to the terms and conditions of Company's
Stock Incentiv Plan (the "Plan") and Company's standard Stock Option Agreement, as
modified by this Agreement. During the term of this Agreement, Director may be granted
additional stock options or other equity rights, as determined by Company's Compensation
Committee, in its sole discretion.
(c) Benefits. Company will provide Director and his domestic partner with medical, dental,
eye-care, disability and life insurance benefits in accordance with the benefit plans established
by Company for its senior executives (as may be amended from time to time in Company's
sole discretion) to the extent allowed under the terms of such plans and will pay all premiums
for coverage of Director and his family, including his domestic partner. Director shall also be
eligible to participate in any additional benefits made generally available by Company to its
senior executives, to the extent allowed by the benefit plans established by Company, which
may be amended or terminated at any time in Company's sole discretion; except that Director
shall not be entitled to any paid vacation leave.
(d) Expenses. The Company shall reimburse Director for all reasonable business expenses
incurred in the performance of his duties hereunder in accordance with Company's expense
reimbursement guidelines.
(e) Indemnification. Company will indemnify and defend Director against any liability incurred
in the performance of the Services to the fullest extent authorized in Company's Certificate of
Incorporation, as amended, bylaws, as amended, and applicable law. Company has purchased
Director's and Officer's liability insurance, and Director shall be entitled to the protection of
any insurance policies the Company maintains for the benefit of its Directors and Officers
against all costs, charges and expenses in connection with any action, suit or proceeding to
which he may be made a party by reason of his affiliation with Company, its subsidiaries, or
affiliates.
(f) Records. Director shall have reasonable access to books and records of Company, as
necessary to enable Director to fulfill his obligations as a Director of Company.
4. 4. Termination.
(a) Right to Terminate. At any time, Director may be removed as Chairman as provided in
Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law.
Director may resign as Chairman or Director as provided in Company's Certificate of
Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding
anything to the contrary contained in or arising from this Agreement or any statements,
policies, or practices of Company, neither Director nor Company shall be required to provide
any advance notice or any reason or cause for termination of Director's status as Chairman,
except as provided in Company's Certificate of Incorporation, as amended, Company's bylaws,
as amended, and applicable law.
(b) Effect of Termination as Chairman. Upon a termination of Director's status as Chairman,
in which Director remains a Director, this Agreement will terminate, and the Company and
Director will sign the Company's standard Director's Agreement, in effect at the time of the
termination, subject to any modifications to which both parties mutually agree; provided,
however, following such termination and for as long as Director continues to serve as a
Director of the Company, the Company will continue to provide Director and his domestic
partner with medical, dental and eye-care benefits provided by Section 3(c) and will pay all
premiums for coverage of Director and his family, including his domestic partner under such
benefit plans as provided in Section 3(c) to the extent allowed under applicable law. Except
as provided herein, the Company shall pay to Director all compensation and benefits to which
Director is entitled up through the date of termination, and thereafter, all of the Company's
obligations under this Agreement shall cease, except as provided in Sections 1(b), 3(b), 3(d),
3(e), and 5.
(c) Effect of Termination as Director. Upon a termination of Director's status as a Director,
this Agreement will terminate; Company shall pay to Director all compensation and benefits
to which Director is entitled up through the date of termination; and Director shall be entitled
to his rights under COBRA, HIPPA, and any other applicable law. Thereafter, all of Company's
obligations under this Agreement shall cease, except as provided in Sections 1(b), 3(b), 3(d),
3(e) and 5.
5. Termination Obligations.
(a) Director agrees that all property, including, without limitation, all equipment, tangible
proprietary information, documents, records, notes, contracts, and computer-generated
materials provided to or prepared by Director incident to his services belong to Company and
shall be promptly returned at the request of Company.
(b) Upon termination of this Agreement, Director shall be deemed to have resigned from all
offices then held with Company by virtue of his position as Chairman, except that Director
5. shall continue to serve as a director if elected as a director by the shareholders of Company
as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as
amended, and applicable law. Director agrees that following any termination of this
Agreement, he shall cooperate with Company in the winding up or transferring to other
directors of any pending work and shall also cooperate with Company (to the extent allowed
by law, and at Company's expense) in the defense of any action brought by any third party
against Company that relates to the Services.
(c) The Company and Director agree that their obligations under this Section, as well as
Sections 1(b), 3(b), 3(d), 3(e), 4(b), 4(c) and 7, shall survive the termination of this
Agreement.
6. Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or
indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary
Information (as defined below), confidential information, or trade secrets belonging to
Company, whether or not it is in written or permanent form, except to the extent necessary
to perform the Services, as required by a lawful government order or subpoena, or as
authorized in writing by Company. These nondisclosure obligations also apply to Proprietary
Information belonging to customers and suppliers of Company, and other third parties,
learned by Director as a result of performing the Services.
"Proprietary Information" means all information pertaining in any manner to the business of
Company, unless (i) the information is or becomes publicly known through lawful means; (ii)
the information was part of Director's general knowledge prior to his relationship with
Company; or (iii) the information is disclosed to Director without restriction by a third party
who rightfully possesses the information and did not learn of it from Company.
7. Dispute Resolution.
(a) Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between
Director (and his attorneys, successors, and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, members, agents, successors, attorneys, and
assigns) relating to the Services or the termination of those Services shall be brought in either
the ________________or in ______________ court an that the parties shall submit to the
jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law,
any objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. If any one or more provisions of this Section shall for any reason be
held invalid or unenforceable, it is the specific intent of the parties that such provisions shall
be modified to the minimum extent necessary to make it or its application valid and
enforceable.
(b) Attorneys' Fees. Should any litigation, arbitration or other proceeding be commenced
between the parties concerning the rights or obligations of the parties under this Agreement,
the party prevailing in such proceeding shall be entitled, in addition to such other relief as
6. may be granted, to a reasonable sum as and for its attorneys' fees in such proceeding. This
amount shall be determined by the court in such proceeding or in a separate action brought
for that purpose. In addition to any amount received as attorneys' fees, the prevailing party
also shall be entitled to receive from the party held to be liable, an amount equal to the
attorneys' fees and costs incurred in enforcing any judgment against such party. This Section
is severable from the other provisions of this Agreement and survives any judgment and is
not deemed merged into any judgment.
8. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive
statement of the terms of Director's relationship solely with respect to his position as Chairman
with Company. This Agreement entirely supercedes and may not be contradicted by evidence
of any prior or contemporaneous statements or agreements pertaining to Director's
relationship as Chairman or Director. Agreements related to Director's ownership of the
Securities are not affected by this Agreement.
9. Amendments; Waivers. This Agreement may not be amended except by a writing signed
by Director and by a duly authorized representative of the Company other than Director.
Failure to exercise any right under this Agreement shall not constitute a waiver of such right.
10. Assignment. Director agrees that Director will not assign any rights or obligations under
this Agreement, with the exception of Director's ability to assign rights with respect to the
Securities. Nothing in this Agreement shall prevent the consolidation, merger or sale of
Company or a sale of all or substantially all of its assets.
11. Severability. If any provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by
law, and the remainder of this Agreement shall remain in full force and effect. In the event
that the time period or scope of any provision is declared by a court or arbitrator of competent
jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope to the
maximum time period or scope permitted by law.
12. Interpretation. This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. Captions are used for reference purposes
only and should be ignored in the interpretation of the Agreement.
13.Binding Agreement. Each party represents and warrants to the other that the person(s)
signing this Agreement below has authority to bind the party to this Agreement and that this
Agreement will legally bind both Company and Director. This Agreement will be binding upon
7. and benefit the parties and their heirs, administrators, executors, successors and permitted
assigns. To the extent that the practices, policies, or procedures of Company, now or in the
future, are inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control. Any subsequent change in Director's duties or compensation as Chairman will
not affect the validity or scope of the remainder of this Agreement.
14. Director Acknowledgment. Director acknowledges Director has had the opportunity to
consult legal counsel concerning this Agreement, that Director has read and understands the
Agreement, that Director is fully aware of its legal effect, and that Director has entered into it
freely based on his own judgment and not on any representations or promises other than
those contained in this Agreement.
15. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
16. Date of Agreement. The parties have duly executed this Agreement as
of the date first written above.
__________________, Inc., Director: a __________________ corporation:
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Name: __________________
Title: CEO and President
EXHIBIT A
DESCRIPTION OF SERVICES
Responsibilities as Director. Director shall have all responsibilities of a Director of the
Company imposed by __________________ or applicable law, the Certificate of
Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall
include, but shall not be limited to, the following:
8. 1. Attendance. Use best efforts to attend scheduled meetings of Company's Board
of Directors;
2. Act as a Fiduciary. Represent the shareholders and the interests of Company as a
fiduciary; and
3. Participation. Participate as a full voting member of Company's Board of Directors
in setting overall objectives, approving plans and programs of operation, formulating
general policies, offering advice and counsel, serving on Board Committees, and reviewing
management performance.
EXHIBIT B
AUTHORIZED ACTIVITIES