Many years ago one Hindu priest told me, those worshipping Laxmi ji (goddess of wealth) before without satisfying Ganesh Ji (god of goodness) may not get good wealth. We need to follow established a procedure to get the desired result. Without understanding utility of Form DIR – 10, its use may not give the desired result. Here, we will have a discussion.
Posted in Chapter XI - CA2013, Chapter XIX -CA2013, Chapter XVIII - CA2013
Tagged Annual Accounts, Annual Filing, Annual Returns, Disqualified Director, National Company Law Tribunal, Registrar of Companies, Removal of Name, Restoration of Companies, Shell Companies, Strike – off companies, Winding Up
Compliance way or Confine way! The Government made it clear. Directors who were on a long-term picnic after removal of names of their “shell companies” are now offered sleepless nights. I appreciate.
Ministry of Corporate Affairs issued two important lists in this regard –
Posted in Chapter IX - CA2013, Chapter XI - CA2013, Chapter XVIII - CA2013, Chapter XXIX - CA2013, Companies Act 2013
Tagged Annual Accounts, Annual Filing, Annual Returns, Disqualified Director, National Company Law Tribunal, Registrar of Companies, Removal of Name, Restoration of Companies, Shell Companies, Strike – off companies, Winding Up
Ministry of Corporate Affairs recently amended the Companies (Appointment and Qualification of Directors) Rules, 2014 by notification of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2017 on 5th July 2017. A related amendment in the Companies (meetings of Board and its Powers) Rules, 2014 was also made by notification of the Companies (meetings of Board and its Powers) Second Amendment Rules, 2017 for which published notification copy is yet not available.
Posted in Chapter XI - CA2013, Chapter XII - CA2013, Companies Act 2013
Tagged Board of Directors, Committee of Board, Independent Director, Meeting through Audio Visual Means, Noting of dissent, Powers of Board, the Companies (Appointment and Qualification of Directors) Amendment Rules 2017, the Companies (Appointment and Qualification of Directors) Rules 2014, the Companies (meetings of Board and its Powers) Rules 2014, the Companies (meetings of Board and its Powers) Second Amendment Rules 2017
Now, Ministry of Corporate Affairs introduced relatively easy and online e – form for surrendering director identification.
Ministry of corporate came out with minor but significant decision in the Companies (Registration Offices and Fees) Rules, 2014 by way of the Companies (Registration Offices and Fees) 2nd Amendment Rules, 2016.
Posted in Chapter IX - CA2013, Chapter XI - CA2013, Chapter XXIV - CA2013, Companies Act 2013
Tagged AOC – 4, DIR - 3, the Companies (Accounts) 2nd Amendment Rules 2015, The Companies (Accounts) Rules 2014, the Companies (Appointment and Qualification of Directors) Rules 2014, the Companies (Registration Offices and Fees) Amendment Rules 2014, The Companies (Registration Offices and Fees) Rules 2014
Yesterday late evening, I posted here about press release issued by Ministry of Corporate Affairs. Soon thereafter, two files uploaded on Official Gazette website with two notifications in each. In earlier post here today, we discussed establishment and jurisdiction of various NCLT benches.
In this post, we will have a bird’s eye view on Sections notified on 1st June 2016 related to NCLT.
Posted in Chapter I - CA2013, Chapter II - CA2013, Chapter IX - CA2013, Chapter VI - CA2013, Chapter VII – CA2013, Chapter XI - CA2013, Chapter XIV - CA2013, Chapter XV - CA2013, Chapter XXVII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Annual General Meeting, Annual Return, Articles, Auditor, Board of Directors, Boards’ Report, class-action suits, Debentures, deposits, Deposits Creditors and Charges, General Meeting, Incorporation, Incorporation & Registration, Inquiry, INQUIRY AND INVESTIGATION, Inspection, Investigation, Members and Shareholders, Memorandum, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Oppression and Mismanagement, Shares and Securities, Statutory Audit
Ministry of Corporate Affairs issued an advertisement (a Public Notice) in newspapers asking all directors to bring down number of their directorship to the permissible limit as prescribed under Section 165 of the Companies Act, 2013.
“All such individual who are holding directorship in more than, the limit of number of companies prescribed per the aforesaid mentioned provisions of the Act, are hereby notified to bring down the number of their directorship to / below the permissible limits as also prefer compounding application before the competent authority in terms of Section 621A of the Companies Act, 1956 within 30 days hereof and get the offence compounded. In case of non – compliance with the above directions, the jurisdictional ROC will initiate prosecution without further individual notices to them.”
In this blog post, we will discuss this Public Notice and applicable provisions.
Recently, this blog received request form small promoters and investors asking information to receive information about company. Individual investors express fear about own investment in own companies.
Though, I suggest them to get professional help from local company secretary or chartered accountant, if company secretary is not available in their locality. But a simple, Do It Yourself (DIY) may help them.
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Form – DIR – 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, asked strange information therein – 5 – Whether (applicant is) resident in India – yes or no (radio button). Any person filing and certifying the form should be confirm what is asked and what is purpose? Whether permanent residential address or present resident address has any relation with resident status? What is definition of these terms; Resident Status, Permanent Residential Address and Present Residential Address?
An amendment rules notified by MCA introduces concept of limited purpose independent director in private companies. Government is amending existing Companies (Corporate Social Responsibility Policy) Rules, 2014. These rules are being criticised by various eminent jurist for trying to undermine authority of Section 135 of the Companies Act, 2013. Sub – Section (1) of Section 135 mandate for at least one independent director in every company whether it is private or public company. Existing Rule 5 of CSR rules tries to undermine this provision of Section 135 by saying “an unlisted public company or a private company covered under sub-section (1) of section 135 which is not required to appoint an independent director pursuant to sub-section (4) of section 149 of the Act, shall have its CSR Committee without such director”. A rule being subordinate legislation has no constitutional authority to change a provision of the Act.
Amended Clause (i) of Sub – Rule (1) of Rule 5 reads, “an unlisted public company or a private company covered under sub-section (1) of section 135 shall have an independent director for being member of its CSR Committee and such independent director shall have no other duty, obligation and responsibility under the Act.” Consequently, Clause (i) of Sub – Rule (1) of Rule 5 also been deleted.
Posted in Chapter XI - CA2013, Companies Act 2013, CSR, Governance and Responsibility, Prank
Tagged CSR Corpus, CSR Fund, Independent Director, India, MCA, Ministry of corporate affairs, Private Company, Registrar of Companies, The Companies (corporate Social Responsibility Policy) Rules 2014, The Companies Act 2013
Rule 16 of the Companies (Appointment and Qualification of Directors) Rules 2014 as earlier discussed earlier here, prescribes where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR – 11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
The Ministry of Corporate Affairs bring out an amendment to these Rules through the Companies (Appointment and Qualification of Directors) Amendment Rules 2015 dated 19th January 2015. These Rule are applicable from date of publication of these amendment rules in Official gazette.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Appointment and Qualification of Directors) Amendment Rules 2015, Companies Act 2013, Corporate Law, India, Ministry of corporate affairs
Indian Government as promoters considered as worst while complying corporate law and governance. What procedure government follows while appointing an additional director?
Indian Ministry of Corporate Affairs brought an amendment in the Companies (Appointment and Qualification of Directors) Rules 2014 with effect from 18th September 2014.
Databank:
Now data bank shall not ask for income – tax Permanent Account Number (PAN), [Rule 6(2)(c)]
Only Father’s name will be in record. There will no need for mother’s name and spouse name. I am always of the view there should be option to give name of either of parents on part of person, because law must be gender neutral. [Rule 6(2)(d)]
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Appointment and Qualification of Directors) Amendment Rules 2014, Companies Act 2013, Corporate Law, India, Ministry of corporate affairs
Sub – Section (1) of Section 170 of the Companies Act 2013 mandate that every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.
Rule 17 of the Companies (Appointment and Qualification of Directors) Rules 2014 prescribed Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-
According to Section 168 of the Companies Act 2013 A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company. A director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.
Rule 16 of the Companies (Appointment and Qualification of Directors) Rules 2014 prescribed that where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR – 11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, Director, India, Ministry of corporate affairs, Resignation of Director
Appointment of directors for this blog post does not include re – appointment of directors as such. But surely provisions are different only on compliance with Section 160 of the Companies Act 2013.
When an appointment of a director is proposed, the process starts with Notice of candidature under Section 160.
A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five percent of total valid votes cast either on show of hands or on poll on such resolution. The company shall inform its members of the candidature of a person for the office of director under sub-section (1) in such manner as may be prescribed.
Further procedure related to the notice is explained under Rule 13 of the Companies (Appointment and Qualification of Directors) Rules 2014.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Appointment of Director, ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, Director, India, Ministry of corporate affairs
Change is truth of life and life always moves on. This may result in change in particulars specified in Director Identification Number records.
Rule 12 facilitate intimation of these changes in particulars in DIN records.
Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR – 3, intimate such change(s) to the Central Government within a period of thirty days of such change(s) in Form DIR – 6 in the following manner, namely;-
Rule 11 of the Companies (Allotment and Qualification of Directors) Rules 2014 talk about cancellation or surrender or deactivation of Director Identification Number (DIN).
The Central Government or Regional Director (Northern Region), Noida or any officer authorised by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received from any person, cancel or deactivate the DIN in case –
Posted in Chapter XI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, DIN, Director Identification Number, India, Ministry of corporate affairs
Every individual intending to be appointed as director of a company shall make an application for allotment for Director Identification Number (DIN) to the Central government. [Section 153]
Rule 9 of the Companies (Allotment and Qualification of Directors) Rules 2014 laid down the manner for the Application of Director Identification Number.
Posted in Chapter XI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged ¬Companies (Appointment and Qualification of Directors) Rules 2014, Companies (Incorporation) Rules 2014, Companies Act 2013, Corporate Law, DIN, Director Identification Number, India, Ministry of corporate affairs
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