According to Section 89 of the Companies Act, 2013, where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed.
Rule 9 of the Companies (Management and Administration) Rules 2014 supplements provisions of Section 89 of the Act.
Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, India, Ministry of corporate affairs, Register of beneficial Owner, Register of Debenture, Register of Members, Register of Other Securities, The Companies (Management and Administration) Rules 2014
According to sub – section (4) of Section 88 of the Companies Act 2013 a company may also have a Foreign Register which contain names and particulars of members, debenture – holders, other security holders or beneficial owners residing outside India. This may include a register maintained by a depository outside India containing details of beneficial owners in case of global or other depository issues.
Rule 7 of the Companies (Management and Administration) Rules 2014 discuss Foreign Register of Members, Debenture – holders, other security holders or beneficial owners.
Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, Duplicate Register., Foreign Register, India, Ministry of corporate affairs, Principal Register, Register of beneficial Owner, Register of Debenture, Register of Members, Register of Other Securities, The Companies (Management and Administration) Rules 2014
Sub – section (1) of Section 88 of the Companies Act 2013 not only cost on company an obligation to keep registers of members, debentures or other security holders but also cost an obligation to maintain these registers. Rules 5 of the Companies (Management and Administration) Rules 2014 lay down manner of this maintenance.
Every company shall maintain the registers in the following manner namely:-
Every company shall keep a register of register of debenture – holders and Register of any other security holders in accordance with Section 88(1) of the Companies Act, 2013. Rule 4 of the Companies (Management and Administration) Rules 2014 discuss the particulars in the register of debenture – holders and register of any other security holders. Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in Form MGT – 2.
Every company shall keep a register of members in accordance with Section 88(1) of the Companies Act, 2013. Rule 3 of the Companies (Management and Administration) Rules 2014 discuss the particulars in the register of members.
Every company Limited by shares shall from the date of its registration maintain a register of its member in Form MGT – 1. [Rule 3(1)]
Recently we have discussed “General Meetings”, “Preparing General Meetings” and “Proxies, Voting and Polling”. The provision contains here also applicable to all company meetings unless context restrict them to General Meeting.
RESOLUTION (SECTIONS 114):
The Companies Act, 2013 does not define resolution. Resolution is a formal statement of a decision or expression of opinion put before or adopted by an assembly. This may be ordinary resolution or special resolution.
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, Electronic Voting, Extra Ordinary General Meeting, General Meeting, General Meeting by Tribunal, General Meeting on Requisition, India, Legal Reforms, Meeting by Board, Ministry of corporate affairs, One Person Meeting, Poll, Postal Ballot, Proxy, Reforms, Representative, Voting
Recently we have discussed “General Meetings” and “Preparing General Meetings”. In this post we will discuss things during meetings like Proxies, voting, poll and related matters.
Proxies are one of the beauties of corporate legislations. Proxies have their important in corporate decision making through voting and polls.
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, Electronic Voting, Extra Ordinary General Meeting, General Meeting, General Meeting by Tribunal, General Meeting on Requisition, India, Legal Reforms, Meeting by Board, Ministry of corporate affairs, One Person Meeting, Poll, Postal Ballot, Proxy, Reforms, Representative, Voting
In last post “General Meetings”, we discussed what may be possible dates for general meeting and the place where it may be held. How we manage the event is depend upon our own choice. But there are some other legal formalities to comply with. These may be –
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, 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
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
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
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