Corporate Social Responsbility Provisions to come into effect from April 1st, 2014.

According to the Section  135 read with Schedule VII of the companies act which will come into force on 1st April, 2014, all companies with turnover of `1,000 crore and more  or a net worth of `500 crore and more or net profit of `5 crore and more -will have to spend at least two per cent of their three-year average profit every year on CSR activity. 

The notification is available at http://www.mca.gov.in/Ministry/pdf/CompaniesActNotification1_2014.pdf

The following important new activities have been included in Schedule VII:

(a) Promoting preventive health care and sanitation and making available safe drinking water;

(b) Setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(c) Ensuring ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water;

(d)  Livelihood enhancement projects;

(e) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(f) Measures for the benefit of armed forces veterans, war widows and their dependents;

(g) Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

(h) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(i)   Rural development projec

 From April 1, all 16,245 registered companies have to nominate three members for their CSR committee from their board..

To understand the various provisions and concepts regarding CSR please go to  to http://lawsofindiaforcommanman.blogspot.in/2013/09/corporate-social-responsibility-not.html

For more Information on this please email at sonia@ssglawfirm.in or contact at 9873658554

Companies Act 2013 – Directors

A company formed under company legislation is a juristic person and a company is operated through its board which comprises of the directors of the company. Section 149 of the companies act mandates that every company should have a board of directors consisting of individuals as directors[1]. Section 2(10) of the Companies Act, 2013 defines a board as collective body of directors. Section 149 further stipulates that every a public company would have a minimum of 3 directors, a private company will have a minimum of two directors and a one man company will have a minimum of one director[2]. The limit on the maximum no of directors in any company is 15. A company can have more than 15 directors according to the section provided a special resolution is passed in this regard. The act of 2013 also makes a provision for a women director for class of companies as may be prescribed. The section 149 of the act incorporates another new requirement according to which one of the directors should be resident in India for a period of not less than 182 days in the previous year[3]. This new requirement has been made with a view to make the directors accountable and responsible for the defaults done by the Company.

Appointment of Directors: 

According to the new act a director can be appointed by the promoters, through a board meeting, by shareholders, by board of directors ,

  

Appointment of Board of Directors by Promoters: Section 152 of the new act stipulates that when there is no provision in the articles of association of company regarding the appointment of directors, the subscribers of the memorandum shall be the directors of the company. This section implies that the promoters could have a role in the appointment of directors as promoters are the person who decides the subscribers of the memorandum. In addition to this by way of section 168(3) power had been given to the promoters to appoint the directors till the general meeting in a situation when all the directors have either resigned or vacated their office.

Appointment of director at the general meeting:  Section 152 , subsection 6 lays down unless the contrary is stated in the articles of associated two thirds of total number of

Directors shall retire at every general meeting and new directors would be appointed . The subsection further lays down that in default of any provisions if so laid by the articles of association the directors will be appointed at the general meeting.

Appointment of directors by small share holders: A Director can also be appointed by small shareholders in certain cases. Section 151 of the Companies Act, 2013 lays down that a listed company can have directors appointed by the shareholders in the manner so prescribed.  The explanation to the section further goes on to describe a small shareholder as a person  means a shareholder holding shares of nominal value of not more than twenty thousand rupees or such other sum as may be prescribed

Appointment of Director by Board of Directors: There may be situations where death, resignation or any other situation may cause vacancy in the board. In such situations the board of directors is empowered to elect the Directors for whom the position is vacant in the company.  The boards of Directors of the company also have the power to appoint the additional director, alternative director and nominee director if such power has been conferred on the board of directors by the articles of association of the company [4].

Appointment of Director by BIFR: Under section 17(4) of the Sick Industrial Companies (Special Provisions) Act, 1985, the Board of Industrial and Financial Reconstruction could appoint one or two special directors on the Board of Directors of a sick industrial company under the circumstances set out in the said sub-section. This overrides the provisions in the Companies Act 1956 and any other law for the time being in force or provisions in the Memorandum and Articles of Association of the sick company concerned.

Appointment of Director by  National Company Law Tribunal : In addition to the above mentioned authorities a director can also be appointed by the National Company Law Tribunal in the exercise of section 242(2)(k) of the new act.

Qualification to be a Director:

The new act is silent as to qualification required to be a director. Section 152(3) states that no person can be director unless he has a DIN (Director’s Identification Number). Furthermore Section 153 to Section 159 of the new act lay down the procedure for obtaining a DIN. The Companies Act, 2013 in negative terms states that a person cannot be a director if[5]:

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence.

(e) (e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force;

(f) he has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or

Number of Directorships:

Section 165 of the new act states that no person shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time. The proviso to the section states that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten.

Duties of Directors

The duties of the director have been incorporated in Section 166 of the new act . According to section 166 the duties of the directors can be categorized into the following:

a)      Duty to act in good faith promoting the objects of the company for the best interest of the company, its employees , shareholders and the protection of the environment

b)      Duty to exercise due and reasonable care, skill and diligence

c)      Not involving in a situation where his interests conflicts with the interest of the company

d)      Duty not to achieve or attempt to achieve any under gain or advantage for himself or his family members

e)      Duty not to assign his office

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[1] Sec 149 of the Companies Act, 2013.

[2] Section 149(1)(b) of the Companies Act, 2013.

[3] Section 149(3) of the Companies Act, 2013

[4] Section 161 of the Companies Act, 2013.

[5] Section 164 of the Companies Act, 2013.

For any information please contact us at sonia@ssglawfirm.in

REGISTRATION OF A COMPANY IN INDIA

In India the process of registration of a company is governed by Companies Act, 1956. The document below covers the entire procedure of registration of a new company, the legal requirements, the documents required and the amount stamp duty for memorandum of association and articles of association. For the sake of brevity the write up has been categorized into four parts.

I. Basic Legal requirements for registration of a company

1. Names of minimum two persons as Directors.

2. Names of two persons as shareholders.

3. A capital of minimum Rs 1,00,000 to be deposited in the account of company after its incorporation within 30 days which can later be used for the affairs of the company.

4. Memorandum of Association and Articles of Association.

5. Six proposed name of the new company to be formed.

6. Affidavit notarized and signed by Director for DIN1 form.

7. Declaration/Affidavit from Subscribers/first directors at the time of Incorporation.

8. Signatures of Chartered Accountant (in whole time practice) or Company Secretary ( in whole time practice ) on the various forms

II. Documents required for registering a company:

1. Photographs of Directors in JPEG format

2. Self attested copy of Pan Card of the Directors

3. Self attested copy of address proof of the Directors

4. Address proof of place of registration of Company

5. The last pages of MOA and AOA signed by promoters

III. Procedure for Registration of a Company:

Obtaining DIN and DSC: The first step in this regard is to obtain a DIN for all the directors and DSC for one of the Directors. The DIN can be obtained for filing a form DIN1 with the ministry of corporate affairs. A DSC is also required for one of the Directors of a company as the Director is the person who is legally authorized to present the company and sign on its behalf in the various forms that are required for registration of a company in India.

Preparing list of proposed names for new company: After obtaining the DIN (Director’s Identification Number) and DSC the next step is prepare a list of six proposed names of the company and prepare main objects of the company. The six names proposed should have some relevance with the affairs of the company. Along with this two proposed names for Director is also required to fill up the relevant form with the Roc for Name Approval. A Form 1A is e-filed with the registrar of companies for name approval.

Preparing MOA and AOA: After the name has been approved now comes the step of company registration. For this two important documents such as MOA and AOA should be drafted. The MOA and AOA are the essential documents for functioning and rights of shareholders therefore it is always advisable to get these documents properly drafted from a professional rather than approaching touts who would charge very less but would not concentrate on proper drafting. The incorporation application would also include has be filed in form of three forms, Form 1, Form 18 and Form 32. After the forms have been e-filled and approved a Certificate of Incorporation is issued.

IV. Stamp Duty:

The Stamp duty on the Memorandum of Association and Articles of Association varies from state to state. Therefore it is advisable to go to http://www.mca.gov.in/DCAPortalWeb/dca/enquireFeeActionWithoutLogin.do to check the applicable stamp duty. The consolidated list of stamp duty available to different states is available at http://www.mca.gov.in/MCA21/dca/efiling/eStamp_rate.pdf/ . Besides the stamp duty there is government fees on name approval and other associated forms.

For more information contact at Sonia@ssglawfirm.in or 9873658554

Registration of a LLP in India

In India the process of registration of a LLP is governed by Limited Liability Partnership Act, 2008[1].  The concept of Limited Liability Partnership was introduced by the act of 2008 and a LLP combines both the concept of a company and a partnership in one legal entity. The document below covers the entire procedure of formation of a LLP, the legal requirements and the documents required for registration of an LLP in India. For the sake of brevity the write up has been categorized into three parts.

 I.             Basic Legal requirements for registration of a LLP

      Names of minimum two persons as Partners.

      A capital of minimum Rs 10,000 to be deposited in the account of LLP after its incorporation within 30 days which can later be used for the affairs of the LLP

      LLP Drafting Agreement.

      Six proposed name of the new LLP to be formed.

      Affidavit notarized and signed by Director for DIN1 form.

      Consent from Designated Partners

      Signatures of Chartered Accountant (in whole time practice) or Company Secretary ( in whole time practice ) on the various forms

II.             Documents required for registering a company:

      Photographs of Partners s in JPEG format

       Self attested copy of Pan Card of the Partners

      Self attested  copy of address proof of the Partners

      Address proof of place of registration of  the LLP

      The signature of partners on  the LLP Agreement  

III.            Procedure for  Registration of a LLP:

Obtaining DIN and DSC: The first step in this regard is to obtain a DIN for all the directors and DSC for one of the Directors.  The DIN can be obtained for filing a form DIN1 with the ministry of corporate affairs. A DSC is also required for one of the Directors of a company as the Director is the person who is legally authorized to represent the LLP and sign on its behalf in the various forms that are required for registration of a LLP in India.

Preparing list of proposed and filing  of  the form for name approval:  After obtaining the DIN (Director’s Identification Number) and DSC the next step is prepare a list of six proposed names of the  LLP.  The six names proposed should have some relevance with the affairs of the LLP. Along with this two proposed names for Director is also required to fill up the relevant form with the Roc for Name Approval. A Form 1 is e-filed with the registrar of companies for name approval. The name availability rules should also be considered while deciding the name of the LLP.

Filing the Incorporation document and Preparing the LLP Agreement:  After the name has been approved now comes the step of filing the incorporation document which is in form of Form 2. After this the LLP agreement should be drafted. The LLP document should be printed on a stamp paper and signed by both the partners.  The stamp duty on the agreement would vary from state to state. After the certificate of incorporation is received after e-fling form 2 the LLP Agreement should be filed by filing Form 3.

For more information please contact at sonia@ssglawfirm.in or 9873658554

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[1] Copy of the act available at http://www.mca.gov.in/Ministry/LLP_act.html

Directors Declaration under the old companies act and the Companies Act, 2013

The changes with respect to directors declaration under the new Companies Act are as follows :

Section 274 (1) (g):   declaration of director now not restricted to a public company:

Under the previous act the director had to give a declaration that he is he is not the director of a public company which has not filed annual return for 3 continuous financial years and has not failed to repay the deposits but under the new companies act, 2013 the director has to give the same declaration with respect to any company. The words public company has been replaced by company

Status:  New section 164(2), not notified

Section 299: The following are the changes :

1)  Time for making disclosure: Under the new companies act the disclosure regarding interest in contracts and arrangement has to be made by any director at first meeting of board when he becomes director and 1st meeting of the board in every financial year or where there is a change in disclosure. Earlier the disclosure was made at the board meeting when the contract or arrangement was considered or in other cases at  first meeting of the board after the directors becomes interested in any contract or arrangement

2) Penalty: The penalty earlier for not complying with the provision earlier fine upto 50 thousand now the penalty is imprisonment for 1 years or fine which may extend from 50 thousand to one year.

3) Format of Form 24AA has changes. Now the form is Form 12.1

4) The notices given by directors have to be preserved for a period of 8 years from the financial year in which they are given at the registered office address of the company in the safe custody of the secretary of the company or any person so appointed by the board (New Requirement Chapter XII, Rule 12.7)

Status : New Section 184, not notified

APPOINTMENT OF DIRECTOR, RESIGNATION OF DIRECTOR, INDEPENDENT DIRECTOR, CONDUCT OF BOARD MEETING AND COMPOSITION OF BOARD UNDER COMPANIES ACT,2013

A.    Steps for appointment of director: The steps for appointment of director  of a private limited company are as follows :

Note: Only provision regarding appointment of an additional director has been notified.

Step 1: Section 152[1]: Ensure that the director has been allotted a director identification number.

Step 2: Section 149[2]: Ensure that the number of director for a private company is a minimum of two in number.

Step 3: Section 149[3]: Ensure that the company has atleast one director who has stayed in India for a total period of not less than 180 days in the previous calendar year. This provision is applicable for all companies and all the companies existing on and before the commencement of this act have to comply with this requirement within one year from date of notification of the rules in this regard or from the commencement of the act[4].

Step 4: Section 161[5]: In case of appointment of additional director : Ensure that the director to be appointed by board of directors exercising  the power so conferred in them by the Articles of the company is not such a person who has failed to get appointed as a director in a general meeting. The additional director has to be appointed till date of next AGM or last date on which AGM should have been held , whichever is earlier

Step 5: Section 161(2)[6]: In case of appointment of an alternate director: Ensure that such director is appointed as a director in place of a director during his absence from India for a period not less than three months. Also ensure that such person is appointed by the board on being so authorized by the AOA or resolution passed in general meeting. Such director shall not be appointed as an alternate director unless he is qualified to be an independent director under the companies act.

Step 4: Section 160[7]: In case of a person notifying his candidature: Notice must be given to the Company regarding proposal for appointment of a person as a director not less than 14 days before the General Meeting. Such notice should be given by deposit of Rs, 1 Lakh or any higher amount which may be prescribed

Step 5: Section 152(5)[8]: In case the person has not himself notified his candidature: Obtain consent from the person who is to be appointed as Director.  The consent should be in form 11.2 (Chapter XI, Draft rules[9]). The format has changed with respect to the old act.

Step 6: Hold and convene a board meeting and pass resolution to the effect 

Step 7: The consent for appointment should be filed by the company with the Registrar in Form No. 11.8 along with the fee as provided in Annexure ‘B’. (Chapter XI, Draft rule 11.6[10] )

Step 8: Section 170[11]- Make necessary entries in the Register of Director   

Changes vis-à-vis Companies Act, 1956:

1) In case of a person notifying his candidate the person had to deposit Rs. 500 but according to the companies act, 1956 the person has to deposit Rs. 1 Lakh or higher amount so prescribed.

2) Format for written consent has changed (The format can be found at Form 11.2)

3) Provision regarding a resident director has been introduced.

4) Changes have been introduced with respect to additional director.

B.     Steps for resignation of a director: The steps for resignation of director of a private limited company  according to companies Act, 2013  are as follows:

Note: None of the provisions have been notified.

Step 1: Notice to be given by the director resigning to the company (Section 168[12])

Step 2:  After the receipt of notice the company should within thirty days from the date of receipt of notice from a director, intimate the Registrar in Form No. 11.8 and post the information on its website, if any. (Chapter XI, Rule 11.12[13]).

Step 3: Place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company (Section 168[14]).

Step 4: The director may within thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form No. 11.7 along with the fee as provided in Annexure ‘B’. (Chapter XI, Rule 11.13[15])

C.    Steps for conducting  a board meeting : The procedure for conducting a board meeting according to the provisions of the Companies Act, 2013 is as below:

Note: None of these provisions have been notified

Step 1: Section 173[16]: Check that four meetings of board of directors are being conducted every year and the time period between two consecutive board meetings is not more than 121 days.

Step 2: Section 173[17]: Check that a notice of not less than 7 days has been sent by hand or post or electronic means to all the directors .

Step 3: Section 174[18]: The quorum for meeting has to be seen. The quorum for the meeting should be 1/3 of its total strength or two directors whichever is higher. The participation of directors by video conferring and other audio visual means shall be also counted for the purpose of quorum

Step 4: If the meeting is being conducted through audio visual means check that requirements of Chapter XI [19]are met.

Step 5: Section 118[20]: Ensure that the minutes of the meeting are prepared and signed within 30 days of the conclusion of the meeting.

D.    Independent Director : The provisions regarding Independent director according to Companies Act, 2013 are as follows:

Note: None of these provisions have been notified

      An independent director shall be appointed for the following companies:

§  Section 149 (4) : Every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies.

The classes of such public companies are mentioned in Chapter XI Rule 11.2. They are:

§   Public Companies having paid up share capital of one hundred crore rupees or more; or

§  Public Companies having turnover of three hundred crore rupees or more;

§  Public Companies which have, in aggregate, outstanding loans or borrowings or debentures or deposits, exceeding two hundred crore rupees. (Chapter XI, Rule 11.2[21])

§  Applicable to all companies be it public or private, provision ambiguous in nature : Section 135[22] : Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director (This provision requires clarification and clarification would be soon given as stated my Mr. Sachin Pilot. )

The definition and requirements of an independent director is stated in Section 149 (6)[23]. The steps for appointment of independent Director are as follows:

Step 1: Ensure that the independent director meets the requirements stated in Section 149 r/w Schedule VI [24]

Step 2: Ensure that explanatory statement attached to the notice of the meeting for approving the appointment of independent director includes a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made there under and that the proposed director is independent of the management (Schedule VI of companies Act, 2013[25])

Step 3:  Getting the appointment of independent director(s) approved at the meeting of the shareholders. (Schedule VI[26])

Step 4:  Issuing a letter of appointment to the independent director enlisting the term of appointment, the expectations, the fiduciary duties, code of ethics, terms and conditions , remuneration etc (Schedule VI[27])

E.     Composition of board ; The following is the composition of Board in a private Limited company as per the Companies Act, 2013

Note : Only provision regarding additional and nominee director has been notified.

                   I.            Minimum and maximum no of directors: Section 149[28]: Every company shall have board of directors constituting of individuals as directors and shall have minimum of two directors in case of private limited company and a maximum of 15 directors. A Company may appoint more than 15 directors after passing a special resolution.

                II.            Resident Director Section 149 (3)[29]: Applicable to private company: Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.

Compliance time: Section 149(5)[30]: Every company existing on or before the date of commencement of this Act shall, within one year from such commencement or from the date of notification of the rules in this regard as may be applicable, comply with the requirements of the provisions of resident director[31].

             III.            Additional director : Section 161 (1)[32]: Applicable to private company: The Additional director can be to be appointed by board of directors exercising  the power so conferred in them by the Articles of the company till date of next AGM or last date on which AGM should have been held , whichever is earlier but such a person should not has failed to get appointed as a director in a general meeting.

             IV.            Alternate Director: Section 161(2)[33]: Applicable to private company: Such director is appointed as a director in place of a director during his absence from India for a period not less than three months. An Alternate Director is appointed by the board on being so authorized by the AOA or resolution passed in general meeting. A Person qualified to become an independent director can only be appointed as an alternate director [34]

                V.            Nominee Director: Section 161(3) [35]: Applicable to private company: Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.

             VI.            Key managerial personnel : Section 203[36] : applicable to listed company as well as private company with paid up share capital of five crores or more[37] :Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,—

(i) managing director, or Chief Executive Officer or manager and in their absence,

a whole-time director;

(ii) company secretary; and

(iii) Chief Financial Office

Points to be taken into consideration:

a)      Section 203 (2)[38] : Every whole-time key managerial personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.

b)      Section 203 (3)[39]: A Whole-time key managerial personnel shall not hold office in more than one company except in its subsidiary company at the same time.

Provided that nothing contained in this sub-section shall disentitle a key managerial personnel from being a director of any company with the permission of the Board:

Provided further that The whole-time key managerial personnel holding office in more than one company at the same time on the date of commencement of this Act, shall, within a period of six months from such commencement, choose one company, in which he wishes to continue to hold the office of key managerial personnel

Provided also that a company may appoint or employ a person as its managing director, if he is the managing director or manager of one, and of not more than one, other company and such appointment or employment is made or approved by a resolution passed at a meeting of the Board with the consent of all the directors present at the meeting and of which meeting, and of the resolution to be moved thereat, specific notice has been given to all the directors then in India.

c)      In case of vacation :Section 203(4)[40] : If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.

Penalty for contravention (Non appointment of KMP) : Section 203 (5)[41] : In case of contravention of the provisions of  the section 203 , the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every director and key managerial personnel of the company who is in default shall be punishable with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

          VII.            Independent Director : Not applicable to Private companies but section 135 of the act which is related to corporate social responsibility states that Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director .

       VIII.            Women directors (Not applicable to private companies) : Proviso to section 149 : The prescribed class or classes of companies as may be shall have at least one woman director. The prescribed companies[42] are :

(i) every listed company - within one year from the commencement of second proviso to sub-section (1) of section 149;

(ii) every other public company having -

(a) paid–up share capital of one hundred crore rupees or more; or (b) turnover of three hundred crore rupees or more within three years from the commencement of second proviso to sub-section (1) of section 149

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[1] Not in force

[2] Not in force

[3] Not in force

[4] Section 149(5), not in force.

[5] In force , notification dated 14.09.2013.

[6] Not in force

[7] Not in force

[8] Not in force

[9] Not in force

[10] Not in force

[11] Not in force

[12] Not in force

[13] Not in force

[14] Not in force

[15] Not in force

[16] Not in force

[17] Not in force

[18] Not in force

[19] Not in force

[20] Not in force

[21] Not in force

[22] Not in force

[23] Not in force

[24] Not in force

[25] Not in force

[26] Not in force

[27] Not in force

[28] Not in force

[29] Not in force

[30] Not in force

               

[32] In force

[33] Not in force

[34] Provio to section 161, not in force.

[35] In force

[36] Not in force

[37] Rule 13.6, Chapter XIII, not in force

[38] Not in force

[39]  Not in force

[40] Not in force

[41] Not in force

[42] Rule 11.2, Draft Rules Chapter XI, Not in force