A company may have many kinds of meetings; general meetings are one among them. In very simple terms, a meeting of general body may be called general meeting. General meeting comprises of all general members of an organisation that is company in our case.
A general meeting may be Annual General Meeting (AGM) or Extra – ordinary General Meeting (EGM).
Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged AGM, Annual General Meeting, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, EGM, Extra Ordinary General Meeting, Financial Year, General Meeting, General Meeting by Tribunal, General Meeting on Requisition, India, Legal Reforms, Meeting by Board, Ministry of corporate affairs, One Person Meeting, Proxy, Reforms, Year
In last post, we discussed about register of members, register of debenture – holders and register of other security holders. Now, we will discuss, some other provisions related to these registers and also about annual return.
PLACE OF KEEPING AND INSPECTION OF REGISTERS AND RETURNS (SECTION 94):
The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company.
Posted in Chapter VII – CA2013, Governance and Responsibility
Tagged Annual Return, Closing of Register, Companies Act 2013, Companies Bill 2012, Company Secretary, Company Secretary in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture – holders, Foreign Register, Index of members, India, Legal Reforms, Member, Ministry of corporate affairs, Reforms, Register of Debenture – holders, Register of Members, Register of other security holders, Register Office, Return of Promoters’ Stake
Clause 55 of Section 2 says that member in relation to a company means –
(a) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration shall be entered as member in its register of member;
(b) every other person who agrees in writing to become a member of the company and whose name is entered in the register of the company; and
(c) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository.
On the other hand, a holder of a debentures is called a debentures – holder.
Posted in Chapter VI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Beneficial Interest, Beneficial Owner, Closing of Register, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture – holders, Depository, Foreign Register, Index of members, India, Legal Reforms, Member, Ministry of corporate affairs, Nomination, Reforms, Register of Debenture – holders, Register of Members, Register of other security holders, Wholly Owned Subsidiary
A Charge under the Companies Act, 2013 means an interest or lien created on the property and assets of the company or any of its undertakings or both as security and includes mortgage.
REGISTRATION OF CHARGES (SECTION 77):
Every company creating a charge shall register the particulars of charge signed by the company and its charge – holder together with the instruments creating such charge with the Registrar within thirty days of its creation.
Posted in Chapter VI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Charge, Charge – holder, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Creation of Charge, India, Inspection of Register of charges, Legal Reforms, Manager, Ministry of corporate affairs, Modification, Receiver, Rectification of charges, Reforms, Register of Charge, Registration of Charge, Satisfaction of Charge
After the commencement of present Act of 2013, or more correctly, on issue of Notification by Government of India making Section 73 effective; no company shall invite, accept or renew deposits from the public except in a manner provided under Chapter V of the Act. The chapter V has total four Sections i.e. Section 73 to 76 (both inclusive).
This prohibition does not apply to a banking company, a non – banking financial company as well as any other class of company as specified by the Central government. The Central government may specify any company after consultation with the Reserve Bank of India.
Posted in Chapter V - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Deposit, Deposit from members, deposits from public, Fraud, India, Legal Reforms, Ministry of corporate affairs, National Company Law Tribunal, Reforms
Under Section 92 of the Companies Act, 2013, every company shall prepare annual return in the prescribed form and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
Posted in Chapter VII – CA2013, Companies Act 2013, Company Secretary, Governance and Responsibility, Institute of Company Secretaries of India - ICSI
Tagged Annual Return, class-action suits, Company Secretaries in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Fraud, Institute of Company Secretaries of India, Members and Shareholders
A bond from the Dutch East India Company, dating from 7 November 1623, for the amount of 2,400 florins. (Photo credit: Wikipedia)
Debenture is most important instrument to raise capital for a company. A company use debenture to raise debt capital. Popularly, debenture issued by public sector companies with government approval is called bonds.
Section 2 (30) of the Companies Act, 2013 define inclusively debenture as “debenture” includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not.
Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Bond, Companies Act 2013, Companies Bill 2012, convertible debenture, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture, Debenture Stock, Debenture Trust, Debenture Trust Deed, Debenture Trustee, Debentures, Fully Convertible Debenture, India, Legal Reforms, Ministry of corporate affairs, Non – Convertible Debenture, Partly Convertible Debenture, Reforms, Secured Debenture, Shares and Securities, Unsecured Debenture
Free transferability of share is one essential condition for Company form of business, subject to some restrictions under private companies. New Act, deals with substantially.
TRANSFER AND TRANSMISSION OF SECURITIES (SECTION 56):
A company shall register a transfer of securities or interest of members only when such a proper instrument of transfer; duly stamped, dated and executed by or on behalf of the transferor and transferee and specifying the name, address and occupation has been delivered to the company by either party within a period of sixty days from date of execution, along with the certificate of security or the letter of allotment of securities.
Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Depository, Free transferability, Nomination, Personation of member, Rectification of register, Reforms, Register of Member, Restriction of securities transfer, SEBI, Securities, Shares, Shares and Securities, transfer of securities, Transfer of shares, transmission of securities, Transmission of shares, Tribunal
On 30th August 2013 (Bhadrapada 8, 1935 Saka), Ministry of Law and Justice issued a notification regarding the Companies Act, 2013 immediately after it received assent of President of India. Only section 1 of the Act of 2013 came into effect from that day. Section 1 as usual deals with short title, Extent, commencement and application.
Earlier Act of 1956 was applicable to whole of India with some modification related to Indian State of Nagaland, but not applicable Indian state of Sikkim. Act of 2013 is applicable to whole of India including Sikkim and without any exception to any state. Sub – section 4 of Section 1 of Act of 2013 lists out some exception regarding particular classes of companies. However, Act of 2013 is not made effective to Sikkim as on 12th September 2013.
Posted in Chapter I - CA2013, Companies Act 2013, CorpGov, CSR, Governance and Responsibility
Tagged Appellate Tribunal, Central Government, Companies Act, Companies Act 1956, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Affairs Ministry, Corporate Governance, Corporate Law, General Meeting, India, Indian Depository Receipt, Legal Reforms, Ministry of corporate affairs, National Company Law Tribunal, Public Offer, Reforms, Sikkim, the Registration of Companies (Sikkim) Act
In our last blog post Prospectus (Companies Act 2013) , we discussed provisions related to prospectus. We will continue our study in this post.
ADVERTISEMENT OF PROSPECTUS (SECTION 30):
When a company issue an advertisement of prospectus, the advertisement shall specify contents of its memorandum; the objects, the liability of members, amount of share capital, name of signatories, and number of shares subscribed for by these signatories and its capital structure.
SHELF PROSPECTUS (SECTION 31):
Any class of company may file a shelf prospectus with the Registrar of Companies at the stage of first offer of securities.
Posted in Chapter III - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Abridge Prospectus, Advertisement of Prospectus, Application Form, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Information Memorandum, Legal Reforms, Ministry of corporate affairs, Prospectus, Public Issue, Public Offer, Red Herring Prospectus, Reforms, Registrar of Companies, Securities, Securities and Exchange Board of India, Shares, Shares and Securities, Shelf Prospectus
In last post, public offer and private placement we have discussed public offer. In this post we will discuss Prospectus under Companies Act, 2013
Clause (70) of Section 2 of this Bill define “prospectus” means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.
Section 26 deals with matters to be stated in prospectus.
Posted in Chapter III - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, Companies Bill 2012, Company Secretary, Corporate Governance, Corporate Law, Deemed Prospectus, India, Information in Prospectus, Prospectus, Public Company, Public Issue, Public Offer, Registrars, Registration of Prospectus, Reports with Prospectus, Securities, Securities and Exchange Board of India Act 1992, Shares, Shares and Securities, Shelf registration, Statement of Compliance, Statement of Expert
There are some provisions other than what I have already discussed in my recent posts. I will discuss these provisions here.
COPIES OF DOCUMENTS TO MEMBERS (SECTION 17):
Whenever a member ask, company shall send him within seven days of this request a copy of each following documents:
There a provision for a payment of prescribed fee. Section 117 deals with agreements and resolutions which are required to be filed by the company with Registrar. We will discuss it in a future post.
Posted in Chapter II - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Authentication Of Documents, Authentication Of Proceedings, Companies Bill 2012, Copies of Documents to Members, CorpLaw, Corporate Law, Execution Of Bill Of Exchange., Incorporation & Registration, India, Legal Reforms, Ministry of corporate affairs, Reforms, Service of Documents, Service Of Documents On Company, Service Of Documents On Member, Service Of Documents On Registrar, Shares of Holding Companies, Signing Of Contracts
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