Commence dates of Sections of Companies Act, 2013


 

Updated as on 10th December 2016

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REDUCTION OF SHARE CAPITAL


Section 66 of the Companies Act, 2013, discussed earlier here, was notified on 7th December 2016 with effect from 15th December 2016. Central Government on 15th December 2016 notified the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 with effect from even date. In this post we will discuss the same. Continue reading

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Refund to claimant from IEPF


Ministry of Corporate Affairs amended the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 rules published in Official Gazette on 28th February 2017 and came into force on even date.  In earlier post here and here(original)/here(amended), we discussed transfer of amounts of unpaid and unclaimed dividends etc to the Investor Education and Protection Fund Authority Fund and transfer of shares in respect of which dividend is remain unpaid and unclaimed for continuous seven years. In this post, we will discuss amended provisions related to refund of such amount and shares related to unpaid dividend transferred to the Investor Education and Protection Fund Authority.

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Transfer of Shares related to Unpaid Dividend


Ministry of Corporate Affairs recently amended Indian companies, the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 published in Official Gazette on 28th February 2017 and came into force on same date. We discussed original rules earlier here.  In this post, we will discuss amended law related transfer of shares related to unpaid dividend to the Investor Education and Protection Fund Authority.

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contract or agreement


In company law, there is interchangeable use of term contract and agreement. Though, they does not refer to same things. There is another term arrangement which also relevant in this context but not relevant to present post, here.

Agreement is an action of being agree. A contract is more than that.

“All contracts are agreements but all agreements are not contract.”

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Which Bank for your company?


Most young entrepreneur has this question in mind – which is suitable bank for my company or firm.

Most banks are here to do business and have physical and online services. Mindset of banker may affect business of their clients. They all have their target clients – you must be one of target client. A software company may not have good business relation with regional rural banks. Likewise a personal banking branch may not serve as good as corporate banking branch.

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Emeritus Chairman vs Chairman


In India, most companies have designation of Chairman but there is no legally recognised office of chairman of company under the Companies Act, 2013. In Indian law, chairman or chairperson is not legal position but a momentary position in meetings.

Chairman under the company law is person appointed/elected as chairman of the Meeting of Board of Directors or meetings of members (general meetings). To avoid time to appoint/select/elect chairman in each such meeting, usually board of directors names a person as its chairman once. Chairman of the Board of Directors may act as chairman of the company (means chairman of its general meetings). However, this position usually treated as permanent designation for a person.

Section 104 of the Companies Act, 2013, talk about chairman of meetings. In some later sections term chairperson is also used in same meaning.

Indian Secretarial Standards bring some legal definition for the position of chairman.

For Indian Secretarial Standards SS – 1 dealing with meetings of Board of Directors, Chairman means the Chairman of the Board or its Committee, as the case may be, or the chairman appointed or elected for a meeting.

For Indian Secretarial Standards SS – 2 dealing with general meetings, Chairman means Chairman of the Board or the Chairman appointed or elected for a Meeting.

These definitions given in Indian Secretarial Standards give some legal backing for permanently appointed chairman of the board.

Chairman Emeritus is more ceremonial position. Chairman Emeritus is an honorary position usually given to people who have retired from the position. It is just a respect to person named so. Chairman Emeritus is like a head of family who lost all powers to younger generation but have high regards at least in society (if not in the family). More often than not, Chairman Emeritus conducts meetings just by presence and all legal responsibilities rest on named chairman.

Basic responsibility of chairman is to conduct a meeting and certify as correct the proceeding when noted down as minutes of meeting. Thus, legally chairman is higher and actual position.

In listed companies, Chairman is preferably a non – executive position and sometime independent directors need to be elected as chairman. Chairman of most committees of Board should legally be an independent director. In private companies and closely held companies managing director act as chairman. In family owned head of family acts as chairman.

This post was earlier written as Quora answer here.

 

Limited vs Private Limited Company


 

I receive a question on Quora which may interest readers of this Blog. The question is –

What is the difference between limited company & private limited company?

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