Category Archives: Chapter XXI – CA2013

PART I.—Companies authorised to register under this Act; PART II.—Winding up of unregistered companies

Companies Act 2013 Amended by Insolvency and Bankruptcy Code 2016


A notification issued by Ministry of Corporate Affairs notified section 255 of the Insolvency and Bankruptcy Code, 2016. By virtue of notification of Section 255 of Insolvency and Bankruptcy Code, 2016; the Companies Act, 2013, stands amended in accordance with Schedule XI of the IBC2016 with effect from 15th November 2016. We shall have a short discussion here.

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Part of Companies Amendment Act became Effective


A draft notification posted here on website of Ministry of Corporate Affairs says that Section 1 to 12 and Section 15 to 23 of the Companies (Amendment) Act, 2015 came into force with effect from 29th May 2015. The official language of notification read, “the Central Government hereby appoints the 296 May, 2015 as the date on which the provisions of sections 1 to 12 and 15 to 23 of the said Act shall come into force.” The Amendment Act was got presidential assent and notified by Ministry of Law and Justice as such on 26th May 2015 in official gazette.

Two sections not notified yet deals with Fraud Reporting Procedure [Section 13 amending Section 143 of Principal Act] and Related Party Transactions [Section 14 amending Section 177 of Principal Act]. This is understood that Rules related to these sections are in drafting process.

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OBLIGATION OF THE COMPANIES AUTHORISED TO REGISTER


Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

We have discussed earlier here in detail, every company which is seeking registration under this Part shall,—

  1.  ensure that secured creditors of the company, prior to its registration under this Part, have either consented to or have given their no objection to company’s registration under this Part;
  2. publish in a newspaper, advertisement one in English and one in vernacular language in such form as may be prescribed giving notice about registration under this Part, seeking objections and address them suitably;
  3. file an affidavit, duly notarised, from all the members or partners to provide that in the event of registration under this Part, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm, limited liability partnership, cooperative society, society or any other business entity, as the case may be.
  4. comply with such other conditions as may be prescribed.

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REGISTERING COMPANIES AUTHORISED TO REGISTER


Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

Any company formed under any law for the time being in force duly constituted according to law and consisting of seven or more members may at any time register under this Act as a company. This registration shall not be invalid by reason only that it has taken place with a view to the companies being wound up. We have discussed these provisions of Section 366 of the Companies Act, 2013 earlier here.

The Companies (Authorised to Registered) Rules 2014 supplement the provisions of the Companies Act 2014.

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URC – 1


Application by a company for registration under section 366
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WINDING UP OF UNREGISTERED COMPANIES


Part – II of the Chapter XXI deals with winding up of unregistered companies.

UNREGISTERED COMPANY (EXPLANATION TO SECTION 375):

“unregistered company”—

(a)  shall not include— (i) a railway company incorporated under any Act of Parliament or other Indian law or any Act of Parliament of the United Kingdom; (ii) a company registered under this Act; or (iii) a company registered under any previous companies law and not being a company the registered office whereof was in Burma, Aden, Pakistan immediately before the separation of that country from India; and

(b) save as aforesaid, shall include any partnership firm, limited liability partnership or society or co-operative society, association or company consisting of more than seven members at the time when the petition for winding up the partnership firm, limited liability partnership or society or co-operative society, association or company, as the case may be, is presented before the Tribunal.
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COMPANIES AUTHORISED TO REGISTER


Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

COMPANIES CAPABLE OF BEING REGISTERED (SECTION 366):

For the purpose of this Part the “company” includes any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law for the time being in force which applied for registration under this Part.

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