What is significant of word “limited” in name of a business organization?
In rural and semi urban India, this is a majority opinion that risk of a person dealing with is limited. Such persons may be petty investors, public depositors, unemployed youth, farmer, retired citizens, daily wagers and all potential victims of corporate criminals. I have met many persons, who support this limited risk perception. I have no idea about source of such wrong information.
Association for Democratic Reforms and another vs. Union of India
and others is a very important decision not only because it came at the eve of Indian General Elections, not only because two powerful parties Indian National Congress and Bhartiya Janata Party are accused; but also because it comes on the eve of Indian transition on companies law. The decision is a result of a writ Petition and we can find original decision here. Before going to the decision, I refer relevant legal provisions here.
Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility, Truth of Our Time
Tagged Bhartiya Janata Party, BJP, Companies Act 1956, Companies Act 2013, Foreign Companies, Foreign Contribution Regulation Act 1973, Foreign source, INC, Indian National Congress, Sesa, Sterlite, Vedanta Inc
Section 180 of the Companies Act, 2013 restricts powers of the Board of Directors to certain extent. The Board of Directors may exercise particular powers only with the consent of the company given by way of special resolution passed in general meeting of the company.
POWER OF CENTRAL GOVERNMENT TO DIRECT COMPANIES TO FURNISH INFORMATION OR STATISTICS (SECTION 405):
The Central Government may by order companies generally or any company or class of company to furnish any information or statistic with regard to constitution or working of the company within a time specified in the order.
Posted in CHAPTER XXV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Central Government, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Information, Legal Reforms, MCA, Ministry of corporate affairs, Reforms, Regional Director, Registrar of Companies, Statistics
This chapter deals with Registration offices established by the Government and fees to be charged for registration purpose.
Posted in Chapter XXIV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Additional Fee, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Electronic Fee, Electronic Filing, Fee, India, Legal Reforms, Ministry of corporate affairs, Reforms, Registrar, Registrar of Companies, Registration Office, Registry
GOVERNMENT COMPANIES (Companies Act, 2013)
As per definition given in the Act “Government company” means any company in which not less than fifty – one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company.
Posted in Chapter XXIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged CAG, Companies Act 2013, Companies Bill 2012, Comptroller and Auditor General of India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Government Company, India, Legal Reforms, Ministry of corporate affairs, Reforms
Consequence of any investigation is report. The Report is just a milestone. We will discuss the journey ahead in this post.
Inspector’s Report (Section 223):
In inspector shall submit all interim reports, if any, and final report to the Central Government.
Every report shall be in writing or printed as per direction of the Central Government.
Posted in Chapter XIV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Bankers, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Criminal Prosecution, Disgorgement, Expenses of Investigation, Explanation, False Statement, Fraud, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Advisors, Legal Reforms, Ministry of corporate affairs, Recovery, Reforms, Registrar, Tribunal, Wind up
We have much earlier discussed “Appointment of Managing Director and Manager” and “Managerial Remuneration in case of inadequate profit”. I understand, Section 197 read with Schedule V is a code for managerial remuneration. Now, we will discuss other relevant provision for managerial remuneration.
CALCULATION OF PROFIT (SECTION 198):
In computing the net profit of a company in any financial year credit shall be given for:
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors Remuneration, Inadequate Profit, India, Legal Reforms, Loss of Office, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Profit and Loss, Recovery of Remuneration, Reforms, Remuneration, Schedule V, Whole – time Director
“Company Secretary” has started a long journey form clerk to manager, general manager, decision maker, key managerial personnel to its full avatar of governance professional.
Depending upon knowledge, experience and expertise, all members of same profession may not be on same glorified height. Some may still be a clerk and some other may be on top of ladder. This all may depend upon our risk appetite of individual and his willingness to accept challenges. This will also depend upon the challenges offered to the professional.
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
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
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