Category Archives: Chapter XII – CA2013

MEETINGS OF BOARD AND ITS POWERS

CORONA AMENDMENTS UNDER THE COMPANIES ACT, 2013


We firstly ignore negative news going to effects us. Secondly, we undermine the impact. Third, we start fighting. Humanity since 2017 knew and ignored about 73 corona viruses waiting to affect humanity. It is changing our life and law. I wrote a post on initial restrictions going to impact corporate compliances on 13th March 2020 which I considered now outdated. Here are measures the Ministry of Corporate Affairs announced:

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CORONA RESTRICTION EFFECTING COMPLIANCE


Corona Virus is spreading eliminating mighty economies. It created unprecedented Socio-economical legal issues all over the world. India announced Visa Restrictions vide No.1/Comm/BoI/2020-81 dated 11th March 2020. On a simple reading, this looks draconian but essential. Just thereafter, stock exchange dropped an unprecedented manner. Board meetings cancelled even for companies with a foreigner in the board of Directors. Corporate India needs business plans and legislative support.

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No Sense Notice!!


This is a very interesting query received recently.

One existing independent director is going to be retired at the conclusion of the upcoming Annual General Meeting of the company. The company (read management) do not want to renew the tenure of independent director. The name of another independent director has already been proposed by the management in the notice of the Annual General Meeting. Now, there is a proposal to call a Board Meeting just after (or next day) the conclusion of Annual General Meeting. As per the law and the articles of the company, there is a requirement of 7 days notice or 48 hours shorter notice for calling the Board Meeting. The outgoing independent director should receive notice of the Board Meeting. Will it really serve any purpose in law?

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Related Party Transactions and Audit Committee


The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 amended law related to the audit committee. Certain transactions related to related parties shall be voidable unless ratified by the audit committee. In this post, we will discuss updated law related to approval of related parties in the audit committee.

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Audit Committee – Post 7th May 2018


The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 amended law related to the audit committee. Certain transactions shall be voidable unless ratified by the audit committee. In this post, we will discuss updated law related to Audit committee.

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Principal Business Activities


Every company must be a business organization. Being business organization, a company has business activities. In the Companies Act, 2013 “principal business activities” is a major reporting requirement. According to Section 92(1)(a), every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding its principal business activities. Section 185 as amended has reference to principal business activities as a major condition for a loan to directors and related concerns.

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A BOARD BELOW THE QUORUM


After the list of disqualified directors made public by Government of India, Many companies facing “no director on board” or “board below the quorum” situations. In last post here, we discussed the first situation. Now, we will discuss the second one.

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