The phenomenon of rising temperatures of the Earth resulting in change of climate, seasons, rainfall patterns etc. Is called global warming. Global warming and its effects are together referred to as Climate Change. While these changes have been seen before but the rate of change has increased rapidly from the middle of the 20th century. Findings from different recognized scientific organizations support these claims. According to the Intergovernmental Panel on Climate Change (IPCC), “human influence on climate has been the dominant cause of observed warming since the mid-20th century”. The emission of greenhouse gases as a result of human activities have been one of the largest causes for this. Fossil fuels, Chloro-fluro carbons (CFCs), deforestation, rise in different forms of pollution are all behind this.
Temperature change is also accompanied by loss of snow cover, melting permafrost, frequent natural disasters like cyclones. Land surfaces heat more quickly which have resulted in heat waves, forest fires, increase in desert area. These temperature changes are the highest in the Arctic region. Changes in environmental conditions have led to extinction of several wildlife species in forests, coral reefs etc. Rising carbon dioxide emissions lead to rising sea levels, ocean temperatures and ocean acidification. These changes bring in frequent droughts, extreme weather conditions affecting the equilibrium and natural balance.
Almost all countries have come together for climate change under the umbrella of the United Nations Framework Convention on Climate Change (UNFCCC). The convention aims to “prevent dangerous anthropogenic interference with the climate system”. It has instructed policy makers that there is much greater risk to human and natural systems if the warming goes above 1.5 °C compared to pre-industrial levels. Under the Paris Agreement, nations have made climate pledges to reduce greenhouse gas (GHG) emissions, but even after following those, global warming would still reach about 2.8 °C by 2100. To prevent this from happening and limit the warming to 1.5 °C, methane emissions need to decrease to near-zero levels and carbon dioxide emissions should reach net-zero by the year 2050.
Governments should act immediately and policies should be constructed to reduce fossil fuel emissions, increase reforestation, forest prevention, use of low carbon energy technologies, food preservation. All societies should work together towards dealing with future global warming problems in a scientific way. Development of more resistant crops, better disaster management should also be considered.
Several international movements have taken place like Fridays For Future where school students take time off from school to aware people and demand climate change action from governments. They demand action from political leaders of the world for the fossil fuel industry to convert to renewable energy and take immediate measures for climate change. This movement was publicised after Greta Thunberg started a protest outside the Swedish parliament with a poster saying “School strike for climate”. She is an environmental activist who has spoken at several internationally recognised platforms. She started her journey as an activist from the time when she had convinced her parents to change their lifestyle for reducing their carbon footprint. She is known for her straight forward manner of speaking at public platforms and criticizing world leaders for their failure to address climate change. She has participated in the United Nations Climate Change Conference (2018) and UN Climate Action Summit (2019). She has also got several awards and made it into the Forbes list of The World’s 100 Most Powerful Women (2019). Though her popularity at such a young age has made her a target of critics, but she continues to work and struggle towards her goal with indomitable spirit.
After the anti-mask protests, scientists in USA said that they have noticed a trend and conducted experiments which prove that even the cloth masks slow the spread of the virus. It is a very necessary protective layer. They find out that people who wear a mask are mostly asymptomatic. Click here for more information.
Face shields reduced the risk of infection from 19% to zero. The study is published in the medical journal JAMA network.
Humidity is a key factor is the spread of coronavirus. Professor Michael Ward, an epidemiologist in the at the University of Sydney, and two researchers from Fudan University in Shanghai conducted a research which proves that dry air or low humidity is increase the risk of coronavirus spread. The research shows that for a 1% decrease in relative humidity, COVID-19 cases might increase by 7-8 %.
Avaaz NGO conducted a research and concluded that there is a very high percentage of misinformation about coronavirus spreading over Facebook. Facebook algorithm is a major threat to health, they said. They are taking big steps to solve this problem. When someone tries to share a link about COVID-19, they show them a pop-up to connect with credible health information and authorities. Despite its efforts, Avaaz’s report suggests only 16% of the health misinformation it identified on Facebook carried a warning label. The top 10 websites identified by Avaaz researchers which spread misinformation have approximately 4 times as many views on Facebook as information from official sites, such as the World Health Organisation.
In the most comprehensive study of coronavirus patients to date, Massachusetts General Hospital (MGH) and Mass General Hospital for Children (MGHfC) provide critical data, which shows that kids play a huge role in the community spread of the virus than previously estimated. In a study of 192 children of age group 0-22, 49 children tested positive and an additional 18 children had shown illness related to coronavirus later on. The infected children were shown to have a significantly higher level of virus in their airways than hospitalized adults in ICUs for COVID-19 treatment.
Australia has secured access to a promising coronavirus vaccine and will offer free doses to its entire population of 25 million. The vaccine is being developed by Oxford University and the pharmaceutical company AstraZeneca.
Yale has a special saliva test for coronavirus called SalivaDirect. It is much safer and easier to conduct than the universal nasal swab test, which stays short in supply, riskier, painful and not free of cost. Yale conducts the SalivaDirect test for free.
Germany could start the sale of its Coronavirus vaccine in early 2021. The vaccine is in its last stage of testing with high immune results from Stage 1 and 2. Klaus Cichutek, head of the Paul Ehrlich Institute, confirmed it. Russia will start the sale of its coronavirus vaccine at the end of this month.
Most Americans say they are embarrassed by US response to coronavirus, concluded in a survey. Professors at the University of Michigan say they have NO CONFIDENCE in the administration’s plan to control the virus and Collin county said that they have NO FAITH in the state coronavirus data.
Los Angeles stops the supply of electricity to a celebrity’s house. The residents violated the government rules and were throwing parties frequently attended by many. They say it is a warning for all the others who violate the rules.
Do you know how your cell phone’s sensor can calculate the alcohol percentage present in your body? It calculates the percentage by monitoring the way you are walking. Researchers from Stanford University and the University of Pittsburgh completed this study on 18th August. In a sample of 17 participants, they could calculate the intoxication amount with 92% accuracy. The study focuses on blood alcohol concentration (BAC) and breath alcohol concentration (BrAC). They published the study in Journal of Studies on Alcohol and Drugs.
Can we treat dementia and Alzheimer’s with sound waves? A team of Doctors led by Cardiologist Hiroaki Shimokawa recently experimented and discovered that applying low-intensity pulsed ultrasound (LIPUS) to the entire brain of a mouse improved blood vessel formation and nerve cell regeneration without having apparent side effects. “The LIPUS therapy is non-invasive physiotherapy which could apply to high-risk elderly patients with no surgery or anesthesia, and could be used repeatedly,” says Shimokawa. See the study here.
Scientists solve mystery behind body odour! This is not our fault. Researchers at the University of York found out that there is a special microbe which lives in the human armpits. This odour is called thioalcohol, which gets released when these microbes feed on other compounds on our skin. The study is published in Nature journal.
Coronavirus: Filter “paper” made from titanium oxide nanowires can trap pathogens and destroy them with light. This is a discovery by an EPFL laboratory which can be put to use in personal protection equipment, in ventilation and air conditioners. Although experiments are still under process, they say that it be equally successful on a wide range of viruses, including SARS-CoV-2 or coronavirus.
Why have i written this blog?why are you reading this blog?Why do you eat?Why do you love?
The answer to all of these actions is MOTIVATION!Motivation is the process that initiates, guides, and maintains goal-oriented behaviors. It is what causes you to act, whether it is reading this article, getting a glass of water to reduce thirst or reading a book to gain knowledge.So this blog will critically analyse the concept of motivation and help all of you to understand the reasons behind your actions.So lets get started!
Motivation describes the wants or needs that direct behavior toward a goal. It is an urge to behave or act in a way that will satisfy certain conditions, such as wishes, desires, or goals. Older theories of motivation stated that rational thought and reason were the guiding factors in human motivation; however, psychologists now believe that motivation may be rooted in basic impulses to optimize well-being, minimize physical pain, and maximize pleasure.
Motivation involves the biological, emotional, social, and cognitive forces that activate behavior. In everyday usage, the term “motivation” is frequently used to describe why a person does something. It is the driving force behind human actions.
So lets analyse the mechanism of motivation
Drives and motives
Motivations are commonly separated into drives and motives.
Drives are primarily biological, like thirst, hunger, sleepiness, and the need to reproduce—all of which lead us to seek out and take part in certain activities. Drives are believed to originate within a person and may not require external stimuli to encourage behavior.
Motives, on the other hand, are primarily driven by social and psychological mechanisms, such as work, family, and relationships. They include factors like praise and approval.
INtrinsic and extrinsic motivation
Motivation can be intrinsic (arising from internal factors) or extrinsic (arising from external factors).
Intrinsic:arise from within the individual, such as doing a complicated crossword puzzle purely for the personal gratification of solving a problem.
Extrinsic:arise from outside of the individual and often involve rewards such as trophies, money, social recognition, or praise.
In reality, our motivations are often a mix of both intrinsic and extrinsic factors, and the nature of the mix can change over time.Sometimes, intrinsic motivation can diminish when extrinsic motivation is given—a process known as the overjustification effect. This can lead to extinguishing the intrinsic motivation and creating a dependence on extrinsic rewards for continued performance.
Motivation v/s emotion
While motivation and emotion can be intricately linked, they are two fundamentally different things. Motivation describes the wants or needs that direct behavior toward a goal; in contrast, an emotion is a subjective state of being that we often describe as a feeling. Emotion and motivation are linked in several ways: both influence behavior and can lead us to take action, and emotion itself can act as a motivator.
The need to understand motivation
So at the end of this article,lets see what is the use of understanding the concept of motivation.Understanding motivation can:
Help improve the efficiency of people as they work toward goals
Help people take action
Encourage people to engage in health-oriented behaviors
Help people avoid unhealthy or maladaptive behaviors such as risk-taking and addiction
Graphology is the study of hand writing to assess the personality traits of a person. It is the evaluation of physical characteristics and patterns of a handwriting to identify personality characteristics. Graphology is also used to identify the writer and their mental state during the time of writing. The word ‘graphology’ has been derived from the Greek word grapho meaning writing and logos meaning study or discussion. Graphology has been used by European psychologists and counsellors. It says that there is a relationship between personality, conducts, intellectual level, temper and character in handwriting. Hand writing can be analysed according to pressure, size, slant, zones, layout (margins, spaces between letters, words and lines). At present there are also some AI tools and websites which can be used.
Alfred Binet conducted a study on handwriting and called graphology “the science of the future”. In 1929, Milton Bunker founded The American Grapho Analysis Society. It made two different branches in the world of American graphology – graphoanalysis and holistic graphology.
Graphologists:
The works of some graphologists are mentioned below:
Max Pulver had authored three graphology books (from 1931 to 1949) and several articles. He has worked on pressure, intelligence, and crime. He developed the theory of Symbolism of Space and founded the Schweizerische Graphologische Gesellschaft (Swiss Graphological Society) in 1950 and was its president until his death.
Camillo Baldi was an Italian philosopher who worked on a variety of subjects. His best known essay on graphology was the first detailed investigation of the discipline.
Robert Saudek was a Czech-born graphologist. He was also a writer of novels, stories, poems and plays. He had considerable influence on the content and standing of graphology worldwide and published numerous articles in many languages like The Listener, Zeitschrift für Menschenkenntnis and the Journal of Social Psychology. He founded the Professional graphology society in the Netherlands and started two academic periodicals: in Dutch and English. Many graphologists worldwide today refer to Saudek’s work without knowing the origin. He published Experimental Graphology in 1929. Saudek examined the speed in handwriting and quantified handwriting by using a microscope, caliper, pressure board, ruler, protractor and slow-motion pictures. He also dealt with graphological phenomena in terms of the experimental psychologists.
Sheila Lowe is a British-born novelist and graphologist. Her first book was published in 1999 and was a bestseller in the Complete Idiot’s Guides series. In 2007, the first edition of Poison Pen, the first of her Claudia Rose forensic mystery series came out, published by Capital Crime Press. She is at present the president of the American Handwriting Analysis Foundation.
There has been studies in the U.S. on handwriting and sex. According to the research sex could be determined through writing at a significant level. Studies on ethnicity, race, age, nationality, sexual orientation, weight have got mixed results.
According to the Hungarian Parliamentary Commissioner for Data Protection and Freedom of Information, handwriting analysis without informed consent is considered to be a privacy violation.
Controversy:
Graphology has been a controversial topic for about a century. Some suggest that empirical studies have failed to show its validity to perform personality evaluation. Although it has got support from the scientific community in the mid twentieth century, some recent researches have rejected the validity of graphology as a tool for assessing personality and job performance.
Succulents are indoor plants which can grow with very little water. They are ornamental plants and are used to decorate spaces for their interesting shapes and colours. If you are in search of house plants which can thrive with little care succulents are for you. Over the last few years succulents have grown very popular. There are hundreds of unique varieties and one doesn’t need gardening skills to care for them, anyone can grow them. They have special water storing tissues which help them to grow even in very dry conditions which is not favorable for most other plants. So, they are ideal for growing in your living room. They are also very easy to find in nurseries and shops.
In botany, succulent are plants which are thick and fleshy to retain water in arid climates or soil conditions. The word succulent comes from the Latin word sucus, meaning ‘juice’, or ‘sap’. These plants may store water in various structures, such as leaves and stems. The natural habitats of these water preserving plants are in areas where there is high temperatures and low rainfall, like deserts. Having the ability to thrive on limited water sources, such as mist and dew, succulents are equipped to survive in an ecosystem with scarce water sources. In horticulture, the term succulent regularly excludes cacti. However, in botanical terminology, cacti fall under succulents.
Some easy to grow succulent varieties are –
Burro’s tail – It is a trailing succulent that looks good in a hanging basket or container so it can drape over. The stems can reach up to 3 feet long and have gray-green leaves which looks like the grains of rice. Although it rarely blooms, pink or red flowers might be visible at the end of the stems in summer.
Christmas Cactus – It has flat segmented stems like crab claws which gives it the nick name crab claw cactus. It also prefers a bit more moisture so you can water it whenever the top inch of soil in the container is dry. Keeping it in bright light near a window, can make it bloom in winter.
Hens and Chickens – It is a very common type of succulent and is characterized by flower like structures with round edges. They are actually two different plants which look very similar. They have star shaped flowers.
Aloevera – It has long slender leaves with sharp teeth like edges. It’s well known for its sap which is used to treat skin diseases and heal wounds. Aloevera is an easy to grow houseplant and is tough to kill.
Snake Plant – They have thick, stiff and pointed leaves which grow straight up to 3 feet long. Having a patterned marking makes it look like a snake and hence the name. It will multiply and grow leading to filling the whole pot. It might require you to divide it in different pots.
African Milk Tree – It is capable of growing up to nine feet tall in natural habitat, and it isn’t actually a tree. As a houseplant, this succulent reaches up to three feet tall, producing upright, triangular, branched stems bordered with short sharp thorns. The tips of the green stems have small leaves with a reddish tinge.
Zebra Haworthia – It has striking stripes and spiky foliage which makes it look like a rare and exotic plant, but it’s often available at garden centers and is very easy-going when it comes to taking care of. It will stay small within 5 inches.
5 Latest Sustainable Development Goals in the Corporate World.
Sustainable Development Goals by private firms has increased noticeably since the last decade. Many big corporates like Google, Apple, Dell, Tech Mahindra, Hero MotoCorp, etc. are working with the view of sustainable development since the beginning. Let’s look at some recent sustainable development goals and initiatives by private firms.
1. Microsoft
Microsoft is setting multiple sustainable development goals and adopting different approaches to tackle environmental degradation. The company recently launched its initiative ‘Zero waste by 2030’ focusing on carbon, water, ecosystems, and waste.
Building Microsoft Circular Centers to reuse and repurpose servers and hardware in their data centers.
Eliminate single-use plastics in packaging.
Improve their waste accounting technology.
Invest in circular economy ventures.
Help employees to reduce their own waste footprints.
Microsoft headquarters, Redmond. Source: Microsoft
2. Vestas
It is the first renewable energy manufacturer verified by ‘Science-based target initiatives’ for its sustainable development goals. Vestas has earlier made many contributions to environment protection.
Vestas announced its green initiative to become carbon neutral, without using offsets, by 2030.
IPCC in a recent report, states that limiting the rise in the global temperature to 1.5°C, as stated in the Paris Agreement, will significantly reduce the risk of extreme affects from climate change.
Reduce greenhouse gas emissions by 45% within its own supply chain.
Carbon neutrality and minimize energy consumption.
100% renewable electricity for offices and data centers.
Remote jobs to reduce travel emissions.
Support other organizations in their climate actions.
Help employees to volunteer for environmental causes.
4. Crown
Packaging firm ‘crown’ laid out their initiative ‘Twentyby30’ containing 20 sustainable development goals aiming to get accomplished by 2025, 2030, and 2050. The initiatives include:
Send zero waste to landfill
Make aluminum and steel cans 10 percent lighter to reduce the usage of packaging material.
Increase the recycling of its plastic strapping by 10 percent.
5. Salesforce
The latest initiative of this AI-based CRM firm is to achieve 100% renewable power by 2022. This renewable energy deal is in collaboration with Bloomberg, Cox Enterprises, Gap Inc., and Workday, Inc. and with guidance from LevelTen. The sustainable development goal is to provide renewable energy at a small scale, available to everyone. Currently, renewable energy contracts are made at a high scale involving large investments which are not feasible for small-scale organizations and individuals.
In today’s instagram world,People especially adolescents are getting image and body conscious.They look at the perfect bodies of celebrities and aspire to be like them.In this aspiration,they are psychologically and physically wounded.Most of such people experience eating disorders where in they undergo extreme changes in their eating and exercise habits.Ultimately they damage themselves.
So,in today’s blog lets look at one of the eating disorders called Bulimia Nervosa,it’s causes and it’s impacts.Let’s get started.
Bulimia nervosa is an eating disorder characterized by episodes of binge eating—consuming a lot of food quickly—followed by compensatory behavior, most commonly vomiting or “purging.” People who are bulimic often feel a lack of control over their eating. A bulimic can consume as many as 3,400 calories in little more than an hour and as many as 20,000 calories in eight hours.
People with bulimia often know they have a problem and are afraid of their inability to stop eating. Bingeing is then followed by purging — namely, self-induced vomiting or the abuse of diuretics or laxatives. Bingeing and purging are often performed in secret, with feelings of shame alternating with relief.
The bingeing and purging cycle is usually repeated several times a week. As with anorexia, people with bulimia often have coexisting psychological illnesses, such as depression, anxiety, and substance abuse problems. Many physical dysfunctions result from the purging, including electrolyte imbalances, gastrointestinal troubles, and dental problems.
An estimated one to four percent of females have bulimia nervosa during their lifetime. The prevalence in males is unknown, but bulimia nervosa is far less common in males than females. Most cases begin in the late teens and early 20s, but can go undetected until the 30s or 40s.
SYMPTOMS
Bulimia signs and symptoms may include:
Being preoccupied with your body shape and weight
Living in fear of gaining weight
Repeated episodes of eating abnormally large amounts of food in one sitting
Feeling a loss of control during bingeing — like you can’t stop eating or can’t control what you eat
Forcing yourself to vomit or exercising too much to keep from gaining weight after bingeing
Using laxatives, diuretics or enemas after eating when they’re not needed
Fasting, restricting calories or avoiding certain foods between binges
Using dietary supplements or herbal products excessively for weight loss
CAUSES
Exact causes are not completely known and are believed to complex.Hence there is no single known cause of bulimia, but there are some factors that may play a part,such as:
Culture:As in strict body expectations:Slim and trim girls wanted for marriage in India.
Families:Constant pressure and criticism from parents on looks of children
Life changes or stressful events: can trigger bulimia.
Personality traits: Those with bulimia may have low self-esteem and feel hopeless.
Biology.:Genes, hormones, and other biological factors may contribute to development of bulimia.
Impact
Bulimia has a great impact on the individual and can lead to following complications:
Negative self-esteem and problems with relationships and social functioning
Dehydration leading to kidney failure
Heart problems
Severe tooth decay and gum disease
Absent or irregular periods in females
Digestive problems
Anxiety, depression, personality disorders or bipolar disorder
Misuse of alcohol or drugs
Self-injury and suicidal thoughts.
Management
If left untreated,bulimia can create major complications in life as mentioned above.Hence if you see your loved ones experiencing symptoms of bulimia,support them and console them.If the symptoms are unbearable,immediately consult a doctor and psychologist who will be able to help the patient successfully.
Please spread empathy and kindness.Acceptance and kindness can prevent bulimia in such insecure people.Every difficulty can be defeated with empathy,patience and willingness to improve and come out.
If you all found the article useful,do give it a like.
Coronavirus pandemic is not ending anytime soon. Cases are rising everywhere, with the USA being on top. With many people suffering and being cautious, many other people are ignorant, misinformed, and hostile. Community spread of the virus is increasing in the USA and India. Medical staff, scientists, and police are giving their best to control the spread of coronavirus. It is also the duty of all the citizens to help in controlling the spread of coronavirus. All the capable citizens should come forward in this devastating pandemic situation and lend a helping hand in contributing to treatment, vaccine preparation, manufacture, and distribution. Governments should plan and execute smart measures for the same, but only a handful of countries, including New Zealand, are seen coping effectively with the community spread of coronavirus. Let’s look at the latest coronavirus scenarios around the world, keeping in view the social responsibility, awareness, and control measures.
Schools to reopen in the USA
The USA has the highest number of coronavirus cases and the rate of spread is increasing day by day with 55,196 fresh cases on August 8. A high school in Indiana had to shift to online learning just two days after reopening. Students in Mississippi had to quarantine after classmates tested positive for coronavirus within the first week of reopening. Teachers and parents protesting, scientists forecasting and young kids being at high risk of infections, reopening schools in the USA is under discussion. What did the US president say on August 4?
Approximately 150 demonstrators gathered held an anti-mask rally in Salt Lake City on August 5, carrying posters that read “Don’t smother the children” and “Let kids be kids. No masks!”
A grilled-cheese shop owner in Windermere, Florida, announced that she wouldn’t require face masks inside her restaurant and promised “100 free meals for patrons who come with no masks.” Many anti-mask protesters gathered outside her shop in her support.
Today, in Shibuya, Japan, a cluster festival, which deliberately spreads coronavirus without wearing masks, held a cluster demo and roamed around the Yamanote Line. The organizer of the demo calls himself “cluster jack” and seems to have a bad throat.
Anti-mask rally in Wisconsin. Source: Channel3000.
Bill gates tie-up with the Serum Institute of India in the speedy manufacture and distribution of the coronavirus vaccine. Serum Institute is one of the vaccine developers in the world. The Bill and Melinda Gates Foundation will provide at-risk funding of USD 150 million to Gavi, the vaccine alliance, via its Strategic Investment Fund, which is to get used by the Serum Institute to manufacture the coronavirus vaccine. The vaccine is likely to be available to at least 92 countries.
New Zealand: 100 days without community spread
New Zealand gets praised internationally for its handling of the coronavirus pandemic. The government has lifted almost all of its lockdown restrictions, first imposed in March. The last case of community transmission in New Zealand got reported on May 1, days after the government started lifting its lockdown. August 9 is the fourth day in a row that no fresh coronavirus cases got reported and the total number of active cases in the country is 23, all in managed isolation. The country of 5 million people sought control measures like immediate lockdown, tough border restrictions, effective communication and high testing and link tracking program.
Russia to launch the first coronavirus vaccine next week
Russia is all set to register the first coronavirus vaccine on August 12. Currently, the vaccine is at the third stage of testing and will get tested on 1600 people after registration to ensure its effectiveness and safety. The vaccine trials began on June 17 among 76 volunteers. The fast-track testing of the vaccine by Russia is worrying the scientists, activists and lawmakers and is being questioned. We hope that the vaccine is being tested rightfully and does not have any side-effects.
The International Science Collaborations on COVID-19 has a new discussion on the table. The idea of patent pooling.
Costa Rica, one of the countries in the meeting suggested the inkling of pooling the rights to deal with the current pandemic through minimal or at times free, preferably affordable licensing to ensure that the outcomes of efforts by various countries which can be used by one another and especially by those countries which have limited economic resources to deal with this problem. This proposal had received full support from all the other countries except from the UK and the US.
Patent Pooling, according to World Intellectual Property Organisation (WIPO), is defined as an agreement made between two or more patent holders. The agreement licenses the patents to one another or any third party. The main idea is to share the intellectual property rights and also to have a hand in the product.
Generally, patents pooling is done with the objective for necessitating the complex technologies as complementary patents. It is believed to provide productive technical solutions. Such an idea was seen in work in regard to the vaccines which were produced in the present COVID-19 crisis.
The ‘Sewing Machine Combination” made in the year 1856 is recognised to be as the first modern patent pool done in the US.
Patent pooling structures were actively debated and implemented during the SARS outbreak of 2002-03. The same process was also seen during the H5N1 influenza outbreak of 2005, followed by the 2009 H1N1 influenza pandemic.
Patent pooling ensures innovation between companies by minimizing the potential legal issues which arise due to the use of protected concepts of the other. It lowers the transaction costs and allows better process efficiencies as businesses that hold these complementary patents. Such a pooling by effectively agreeing not to sue each other for infringement can result in better and new products in the marketplace.
The International steps towards patent pooling that were taken are the C-TAP, GISAID, MIPP, TRIPS and CBD.
The COVID-19 Technology Access Pool (C-TAP) which is hosted by WHO accumulates all the pledges of commitments made under the Solidarity Call to Action. It is done in order to voluntarily share COVID-19 health technology related data, knowledge and intellectual property.
Global Initiative to Sharing of All Influenza Data (GISAID) promotes the data of rapid sharing of the virus as seen in the case of all influenza viruses and the coronavirus capable of causing COVID19. This also includes genetic sequences data, related clinical data and also the epidemiological data which might be associated with human viruses to be endorsed in public. The geographical and species-specific data is noted. According to this data, in the recent times, around 49,781 genome sequences of the COVID virus have been shared and they have been shared voluntarily by the researchers from all over the world.
Medicines Patent Pool (MPP) has simplified the development of generic drugs. For tuberculosis, HIV and Hepatitis C by allowing them to be sold at an affordable price. MPP is a UN backed public health organisation. It works to increase the access of the drugs and also in the facilitation of development of these life-saving medicines especially for the low- and middle-income countries.
Trade Related Intellectual Property Regime (TRIPS) consents the countries to grant compulsory licences to the selected companies which would work to produce a patented product at the times of such emergencies.
Nagoya Protocol under Convention on Biodiversity (CBD) frames Article 2(e) in the protocol which includes the genetic sequence information. These information forms the basis of all ongoing researches and developments that take place for the COVID-19 treatment and prevention. The Protocol specifically requires the contracting parties to provide the options for access and benefit sharing when the resources could be used for commercial purposes. It indirectly provides the scope for patent pooling.
The concept of ‘patent pooling’ is practically new in India. It primarily focuses to have solutions for the affordable health care.
Indian Patents Act (IPA), 1970 does not either render for any provisions related to formation of such patent pools or provide any guidelines for the same. But at the same time, it neither restrains to create nor denies for the formation of patent pools.
Under this Act, the Central Government on its motion can set up a patent pool by acquiring the patents and inventions required in the public interest. Such an exception only exists in the hands of the authorities and thus, the pooling is particularly viewed as a restrictive practice by Competition Act, 2002 and is claimed to be anti-competitive in nature.
LLP is a corporate business vehicle that enables professional expertise and entrepreneurial initiative to combine and operate in flexible, innovative and efficient manner, providing benefits of limited liability while allowing its members the flexibility for organizing their internal structure as a partnership.
The Limited Liability Partnership Act, 2008(LLP Act) does not provide an exhaustive definition. Sub-section (n) of section 2 of the Act states that “limited liability partnership” means a partnership formed and registered under this Act.
NATURE AND CHARACTERISTICS OF LLP
1. The LLP is a body corporate having separate entity from its partners and perpetual succession.
2. An LLP in India is governed by the Limited Liability Partnership Act, 2008 and, therefore, the provisions of Indian Partnership Act, 1932 are not applicable to it.
3. Every Limited Liability Partnership shall use the words “Limited Liability Partnership” or its acronym “LLP” as the last words of its name.
4. An LLP is a result of an agreement between the partners, and the mutual rights and duties of partners of an LLP are determined by the said agreement subject to the provisions of LLP Act, 2008.
5. The LLP being a separate legal entity is liable for all its assets, with the liability of the partners limited only to the amount of contributed by them just like a company. No partner will be individually liable for any wrongful acts of other partners. However if the LLP was formed for the purpose of defrauding creditors or for any fraudulent purpose, then the liability of the partners who had the knowledge will be unlimited.
6. There must be at least two designated partners in every LLP of whom one shall be resident in India.
7. Every LLP shall maintain annual accounts to show its true state of affairs. It must prepare a statement of accounts and solvency every year and file with the Registrar.
8. The Central Government may, whenever it thinks fit, investigate into the affairs of an LLP by appointing a competent Inspector.
9. A firm, private company or an unlisted public company have the option to convert itself into LLP as per the provisions of the Act. Upon such conversion, the Registrar will issue a certificate to that effect. After issuance of a certificate of registration, all the property of the firm or the company, all assets, rights, obligations relating to the company shall be vested in the LLP so formed, and the firm or the company stands dissolved.
10. The name of the firm or the company is then removed from the Registrar of Firms or Registrar of Companies, as the case may be. Like the company, an LLP can be wound up either voluntary or by the Tribunal established under the Companies Act, 2013
11. The LLP Act 2008 also enables the Central Government to apply the provisions of the Companies Act whenever it thinks appropriate.
ADVANTAGES OF LLP
Easy to form: Forming an LLP is an easy process. It is less complicated and time consuming unlike the process of formation of a company.
2. Liability: The partners of the LLP is having limited liability which means partners are not liable to pay the debts of the company from their personal assets. No partner is responsible for any other partner’s misconduct.
3. Perpetual succession: The life of the Limited Liability Partnership is not affected by death, retirement or insolvency of the partner. The LLP will get wound up only as per provisions of the LLP Act.
4. Management of the company: An LLP has partners, who own and manage the business. This is different from a private limited company, whose directors may be different from shareholders.
5. Easy transferability of ownership: There is no restriction upon joining and leaving the LLP. It is easy to admit as a partner and to leave the firm or to easily transfer the ownership to others.
6. Taxation: an LLP is not subject to Dividend Distribution Tax. (DDT). Distributed profits in the hands of the partners is not taxable. For Income Tax purposes, LLP is treated on par with partnership firms.
7. No compulsory audit required: Every business has to appoint an auditor for checking the internal management of the company and its accounts. However, in the case of LLP, there is no mandatory audit required. The audit is required only in those cases where the turnover of the company exceeds Rs 40 lakhs and where the contribution exceeds Rs 25 lakhs.
8. Fewer compliance requirements: An LLP is much easier and cheaper to run than a private limited company as there are just three compliances per year. On the other hand, a private limited company has a lot of compliances to fulfil and has to compulsorily conduct an audit of its books of accounts.
9. Flexible agreement: The partners are free to draft the agreement as they please, with regard to their rights and duties.
10. Easy to wind-up: Not only is it easy to start, it is also easier to wind-up an LLP, as compared to a private limited company.
DISADVANTAGES OF LLP
Restricted Access to Capital Markets: LLPs are small form of business and cannot get its shares listed in any stock exchange through initial public offerings. With this restriction, limited liability partnerships may find it difficult to attract outside investors to buy the shares.
2. Rights of partners: An LLP can be structured in such a way that one partner has more rights than another. So it isn’t a one vote per share system. So, some lesser partners may feel compromised if higher shareholders choose to move the business in a direction that affects their interests.
3. Public Disclosure of LLP Information: A LLP must file its Annual Returns, Financial Statements etc to the Registrar of LLPs annually. Which become public document once filed with Registrar of LLPs and may be inspected by general public including competitors by paying some fees to the Registrar of LLPs. Information disclosure can make an entity competitively disadvantaged. Competitors – especially those not required to disclose any documents – can access that information and use it to improve their own business.
4. Limitations in Formation of LLP: LLP cannot be formed by a single person. A non – resident Indian and a Foreign National willing to form a LLP in India must have one person resident in India to act as Designated Partner. Further FDI in LLP is allowed only through government route only and that too in those sectors only where 100% FDI is allowed under automatic route under the FDI Policy. This limitation makes LLP an unattractive form of business.
5. Offenses and penalties: Limited Liability Partnership Act, 2008 provides that for non-compliance on procedural matters such as delay in filing of e-forms, one has to pay default fee for every day for which the default continues. Such default fee would be payable at the rate of rupee one hundred per day after the expiry of the date of filing up to a period of three hundred days. The offense can result in either:-
(i)through payment of fine or
(ii) through payment of fine as well as imprisonment of the offender.
6. Exit Options are Not Easy for LLPs in default of Filings: A LLP who has defaulted in filings its statement of accounts and annual return with the Registrar of LLPs, willing to shut down its operations and wind up, will have to make its default good first by filing necessary e-forms with late filing fee. This provision is making LLP an unattractive form of business as in India there are many businesses that are ignorant about compliances.
7. Limitation in External Commercial Borrowings (ECB): Limited Liability Partnerships are not allowed to raise ECB. Therefore, a LLP cannot avail commercial loans from its foreign partners, FIIs, Foreign Banks, and any financial institution located outside India.
PROCEDURE FOR AN INCORPORATION OF LLP
The incorporation document shall be filed in Form FiLLiP (Form for incorporation of Limited Liability Partnership) with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated.
If an individual required to be appointed as designated partner does not have a DPIN or DIN,application for allotment of DPIN shall be made in Form FiLLiP The application for allotment of DPIN shall not be made by more than two individuals in Form FiLLiP: an application for reservation of name may be made through Form FiLLiP: Provided also that where an applicant had applied for reservation of name under rule 18 in Form RUN-LLP (Reserve Unique Name-Limited Liability Partnership) and which has been approved, he may fill the reserved name as the proposed name of limited liability partnership.
THE SUMMARIES PROCEDURE FOR
Incorporation of LLP is as under:
Procure DSC and DIN:
Procure DSC and DIN for the individuals acting as Designated Partners of LLP. A person, who already has a DIN, is not require to obtain any new DIN. Existing DIN to be used for Designated Partner (However, DIN should have all latest details such as resident of India, name, address etc.). Any person proposed to become the Designated Partner in a new LLP shall have to make an application through eform FiLLiP. An application for allotment of DIN up to two Designated Partners, shall be filed in an e-form FILLiP with the Registrar, in case of proposed Designated Partners not having approved DIN.
2. Name reservation: The first step in incorporation of an LLP is reservation of name of the proposed LLP. There are two ways of reserving name of the proposed LLP.
i. File an application under LLP-RUN for ascertaining availability and reservation of the name of an LLP.
ii. Name can be proposed in eform FiLLiP, an application for incorporation of LLP.
3. Incorporate LLP: After reserving a name under LLP-RUN, applicant should file eform FiLLiP for incorporating a new LLP. eform FiLLiP contains the details of LLP proposed to be incorporated, Partners’/ Designated Partners’ details and consent of the Partner/ Designated Partners to act as Partners/ Designated Partners. On approval of the form, the RoC will issue the certificate of incorporation.
Where the Registrar, on examining Form FiLLiP, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.
After re-submission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days time to remove such defects or deficiencies: Provided that the total period for re-submission of documents shall not exceed thirty days.
Documents to be attached with form FiLLiP:
i. Consent of the partners.
ii. In case of the partners who are body corporates, certified true copy of the board resolution is passed by such body corporate partners.
iii. Proof of address of registered office of LLP.
iv. Subscribers’ sheet including consent.
v. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner.
vi. Copy of approval obtained from any sectoral regulator/in-principle approval.
vii. Identity and address proof of individuals acting as Partner and/or Designated Partner.
viii. List of main objects of an LLP.
ix. If the name proposed is liked to registered trademark, NoC from the trade mark owner.
x. NOC of foreign body corporate for usage of name (In case of foreign entities intending to incorporate LLPs in India).
The companies can be divided into different types based on parameters such as Size of company, a number of its members, Control of ownership, Liability to shareholders, need of capital from public & On the basis of the manner in which capital can be accessed. A company is popularly referred as a group of person coming together with resources in terms of capital, manpower, and skill for the common objective of making profits.
In old companies Act 1956 a company should have at least 2 persons as its member or shareholder. However, the companies Act 2013 introduced a new concept of One Person Company in India wherein only one Indian person who is a citizen of India can register a private limited company with some limitation, the different types of companies can be classified based on different parameters.
CLASSIFICATION OF THE COMPANIES
1. Classification on the basis of Incorporation: Companies may be Incorporated under the following categories:
(a) Statutory Companies: These are constituted by a special Act of Parliament or State Legislature. The provisions of the Companies Act, 2013 do not apply to them. Examples of these types of companies are Reserve Bank of India, Life Insurance Corporation of India, etc.
(b) Registered Companies: The companies which are incorporated under the Companies Act, 2013 or under any previous company law and registered with the Registrar of Companies, fall under this category.
2. Classification on the basis of Liability: Under this category there are three types of companies: –
(a) Unlimited Companies: In this type of company, the liability of members of the company is unlimited, Section 2(92) of the Companies Act, 2013 provides that unlimited company means a company not having any limit on the liability of its members, Such companies may or may not have share capital. They may be either a public company or a private company. . The members is liable to the company and to any other person.
(b) Companies limited by guarantee: Section 2(21) of the Companies Act, 2013 provides that a company that has the liability of its members limited to such amount as the members may respectively undertake, by the memorandum, to contribute to the assets of the company in the event of its being wound-up, is known as a company limited by guarantee. The members of a guarantee company are, in effect, placed in the position of guarantors of the company’s debts up to the agreed amount. the members is liable to the company and to any other person.
(c) Companies limited by shares: A company that has the liability of its members limited by the liability clause in the memorandum to the amount, if any, unpaid on the shares respectively held by them is termed as a company limited by shares. Section 2(22) of the Companies Act, 2013 provides that “company limited by shares” means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.
For example,a shareholder who has paid Rs. 75 on a share of face value Rupees 100 can be called upon to pay the balance of Rupees.25 only’. Companies limited by shares are by far the most common and it may be either public or private.
3. Other Forms of Companies
(a) Section 8 Companies: a person or an association of persons proposed to be registered under this Act as a limited company and proved to the satisfaction of the Central Government that the company –
i. has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
ii. intends to apply its profits, if any, or other income in promoting its objects; and
iii. intends to prohibit the payment of any dividend to its members such person or association of person may be allowed to be registered as a limited company without addition to its name of the word “limited” or private limited by the Central government by issuing a license and by prescribing specified condition.
The association proposed to be registered under section 8 shall not be proposed to be an unlimited company. However the same may be company limited by guarantee or a Company limited by shares.
(b) Government Companies: As per section 2(45) of the Companies Act, 2013 the Government company” means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company;
(c) Foreign Companies: As per section 2(42) of the Companies Act, 2013 the “foreign company” means any company or body corporate incorporated outside India which,-
(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
(b) conducts any business activity in India in any other manner.
(d) Holding and Subsidiary Companies; As per section 2(46) of the Companies Act, 2013 46) the “holding company”, in relation to one or more other companies, means a company of which such companies are subsidiary companies and the expression “company” includes any body corporate.
As per section 2(87) of the Companies Act, 2013 “subsidiary company” or “subsidiary”, in relation to any other company (that is to say the holding company), means a company in which the holding company –
(i) controls the composition of the Board of Directors or
(ii) exercises or controls more than one-half of the 19[total voting power] either at its own or together with one or more of its subsidiary companies:
Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed.
Explanation.- For the purposes of this clause, –
(a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company;
(b) the composition of a company’s Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors.
(c) the expression “company” includes any body corporate.
(d) “layer” in relation to a holding company means its subsidiary or subsidiaries.
As per section 2(11) of the Companies Act, 2013, the “body corporate” or “corporation” includes a company incorporated outside India, but does not include –
(i) a co-operative society registered under any law relating to co-operative societies and
(ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf.
(e) Associate Companies/ Joint Venture Company: As per section 2(6) of the Companies Act, 2013 the “associate company”, in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.
Explanation.- For the purpose of this clause, –
(a) the expression “significant influence” means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement.
(b) the expression “joint venture” means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
(f) Investment Companies: the term “investment company” includes a company whose principal business is the acquisition of shares, debentures or other securities 13[and a company will be deemed to be principally engaged in the business of acquisition of shares, debentures or other securities, if its assets in the form of investment in shares, debentures or other securities constitute not less than fifty per cent. of its total assets, or if its income derived from investment business constitutes not less than fifty per cent. as a proportion of its gross income.
(g) Producer Companies: Producer Company means a body corporate having objects or activities specified in section 581B of the Companies Act, 1956 and registered as Producer Company under the Companies Act.
The objects of the Producer Company shall relate to all or any of the following matters, namely:
i. production, harvesting, procurement, grading, pooling, handling, marketing, selling, export of primary produce of the Members or import of goods or services for their benefit: Provided that the Producer Company may carry on any of the activities specified in this clause either by itself or through other institution ;
ii. processing including preserving, drying, distilling, brewing, vinting, canning and packaging of produce of its Members ;
iii. manufacture, sale or supply of machinery, equipment or consumables mainly to its Members.
iv. providing education on the mutual assistance principles to its Members and others.
v. rendering technical services, consultancy services, training, research and development and all other activities for the promotion of the interests of its Members.
vi. generation, transmission and distribution of power, revitalisation of land and water resources, their use, conservation and communications relatable to primary produce.
vii. insurance of producers or their primary produce.
viii. promoting techniques of mutuality and mutual assistance.
ix. welfare measures or facilities for the benefit of Members as may be decided by the Board.
x. any other activity, ancillary or incidental to any of the activities referred above or other activities which may promote the principles of mutuality and mutual assistance amongst the members in any other manner.
xi. financing of procurement, processing, marketing or other activities specified above which include extending of credit facilities or any other financial services to its Members.
(h) Nidhi Companies: A nidhi company is a type of company in the Indian non-banking finance sector, recognized under section 406 of the Companies Act, 2013 their core business is borrowing and lending money between their members.
They are also known as Permanent Fund, Benefit Funds, Mutual Benefit Funds and Mutual Benefit Company. These companies are regulated under the Nidhi Rules, 2014 issued by the Ministry of Corporate affairs.
(i) Dormant Companies covered under Section 455 of the Companies Act. 2013 and includes a company which is formed and registered under the Act for a future project or to hold an asset or intellectual property and which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years.
(j) Non-banking Financial Companies: A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 1956 / 2013 engaged in the business of loans and advances, acquisition of shares/stocks/bonds/debentures/securities issued by Government or local authority or other marketable securities of a like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of agriculture activity, industrial activity, purchase or sale of any goods (other than securities) or providing any services and sale/purchase/construction of immovable property.
A non-banking institution which is a company and has principal business of receiving deposits under any scheme or arrangement in one lump sum or in installments by way of contributions or in any other manner, is also a non- banking financial company.
(k) Listed Company: “listed company” means a company which has any of its securities listed on any recognised stock exchange.
Application under section 14 for conversion of public company into private company.
(1) An application under the second proviso to sub-section (1) of section 14 for the conversion of a public company into a private company, shall, within sixty days from the date of passing of special resolution, be filed with Regional Director in e-Form No. RD-l along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely:-
(a) a draft copy of Memorandum of Association and Articles of Association , with proposed alterations including the alterations pursuant to sub-section (68) of section 2 of the Act;
(b) a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;
(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;
(d) declaration by a key managerial personnel that pursuant to the provisions of sub-section (68) of section 2 of the Act , the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder;
(e) declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 777 , 178,185,186 and 188 of the Act and rules made thereunder;
(f) declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub- section (3) of section 779 and also stating that the company was never listed in any of the Regional
Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India: Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaid declarations shall be filed any of the director.
(2) Every application filed under sub-rule (1) shall set out the following particulars, namely:-
(a) the date of the Board meeting at which the proposal for alteration of Memorandum and Articles was approved;
(b) the date of the general meeting at which the proposed alteration was approved;
(c) reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders, deposit holders and other related parties;
(d) details of any conversion made within last five years and outcome thereof along with copy of order;
(e) details as to whether the company is registered under section 8.
(3) There shall be attached to the application, a list of creditors, debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely:-
(a) the names and address of every creditor and debenture holder of the company;
(b) the nature and respective amounts due to them in respect of debts, claims or liabilities;
(c) in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt: Provided that the company shall file an affidavit, signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be managing director, where there is one, to the effect that they have made a full enquiry into affairs of the company and, having done so, have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or claims payable on contingency or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge.
(4) A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect, and take extracts from the same on payment of ten rupees per page to the company.
(5) The company shall, at least twenty-one days before the date of filing of the application
(a) advertise in the Form No.INC.25A, in a vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated;
(b) serve, by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company; and
(c) serve, by registered post with acknowledgement due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force
(6)(a) Where no objection has been received from any person in response to the advertisement or notice referred to in sub-rule (5) and the application is complete in all respects, the same may be put up for orders without hearing and the concerned Regional Director shall pass an order approving the application within thirty days from the date of receipt of the application.
(b) Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall within thirty days from the date of receipt of the application, give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, to rectify defects or incompleteness and to re-submit such application within a period of fifteen days in e-Form No. RD-GNL-5:
Provided that maximum of two re-submissions shall be allowed
(c) In cases where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (6), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made. as the case may be.
(d) Where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated period of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.
(9) (i) Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period thirty days as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with reasons within thirty days from the date of hearing, failing which it shall be deemed that application has been approved and approval order shall be automatically issued to the applicant.
(ii) In case where no consensus is received for conversion within sixty days of filing the application while hearing or otherwise, the Regional Director shall reject the application within stipulated period of sixty days: Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
(10) On completion of such inquiry inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, conversion shall be allowed.
(11) The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No. lNC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
(1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. Independent director may be selected from Databank.
(2) The appointment of independent director(s) of the company shall be approved by the company at the meeting of the shareholders.
(3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include 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 thereunder and that the proposed director is independent of the management. It shall also indicate the justification for choosing the appointee for appointment as Independent Director.
(4) The appointment of independent directors shall be formalized through a letter of appointment, which shall set out:
(a) The term of appointment;
(b) The expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;
(c) The fiduciary duties that come with such an appointment along with accompanying liabilities;
(d) Provision for Directors and Officers (D and O) insurance, if any;
(e) The Code of Business Ethics that the company expects its directors and employees to follow;
(f) The list of actions that a director should not do while functioning as such in the company; and
(g) The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
(5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
(6) The terms and conditions of appointment of independent directors shall also be posted on the company’s website.
(7) He shall be hold office for a term of upto 5 consecutive years of a company. [Section 149(10)]
RE-APPOINTMENT OF AN INDEPENDENT DIRECTOR
The re-appointment of independent director shall be on the basis of report of performance evaluation. (
Schedule IV – Code for Independent Directors)
Section 149(11) provides that the Independent Director shall be eligible for re-appointment on passing of special resolution. He shall not hold office for more than 2 consecutive terms, but such independent director shall be eligible for appointment after the expiration of 3 years of ceasing to become an independent director. However, he shall not, during the said period of 3 years, be appointed in or be associated with the company in any other capacity, either directly or indirectly.
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