In an earlier post here, we have discussed provisions related to dividend under the Companies Act, 2013. Now we have the Companies (Declaration and Payment of Dividend) Rules 2014 as notified on 31st March 2014 for discussion.
Section 41 of the Companies Act, 2013 is simply interesting provision which leave everything for legislative capacity of executives. We have discussed this provision earlier here.
Under wide powers, the Ministry framed the Companies (issue of Global Depository) Rules 2014.
In this post, we will discuss dematerialisation of shares, Refund of application money and payment of commission on issue of share capital.
DEMATERIALISATION OF SECURITIES
Section 29 of the Companies Act 2013, say every company making public offer; and such other class or classes of companies as may be prescribed shall issue the securities only in the dematerialised form. This section was discussed in detail earlier on this blog here.
Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes that the promoters of every public company making a public offer of any convertible securities may hold such securities only in dematerialized form. The entire holding of convertible securities of the company by the promoters held in physical form up to the date of the initial public offer shall be converted into dematerialized form before such offer is made and thereafter such promoter shareholdings shall be held in dematerialized form only.
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Posted in Chapter III - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, Dematerialisation of Securities, India, Ministry of corporate affairs, Prospectus, Refund of Application Money, Securities, Share, The Companies (Prospectus and Allotment of Securities) Rules 2014, Underwriting Commission
Section 42 of the Companies Act, 2013 allows any company, whether private or public, to make private placement of securities through issue of a “Private Placement Offer Letter” (PPOL). We have discussed provision of the Section earlier here.
In addition of Section 42, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes all fine prints of the private placement.
As we discussed earlier here, sub – section (4) of Section 39 of the Companies Act 2013 says, “Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed”. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes this manner.
Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS – 3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
We have discussed Shelf Prospectus and Information Memorandum here in an earlier post. Rule 10 of the Companies (Prospectus and Allotment of Securities) Rules 2014 discuss it further.
The information memorandum shall be prepared in Form PAS – 2 and filed with the Registrar along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus.
Where certain members of company propose to offer whole or part of their holding of share to public, they may do so in accordance with prescribed procedure. We have discussed provisions Section 28 of the Companies Act 2013 earlier here. Rule 8 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes procedure under Section 28 of the Companies Act, 2013.
We have discussed provisions related to Variation in terms of a contract or object in the prospectus stated in Section 27 of the Companies Act, 2013 earlier here. Rule 7 of the Companies (Prospectus and Allotment of Securities) Rules 2014 under authority of Section 27 of the Companies Act, 2013 prescribed procedure related to variation in Term of a Contract or object stated in terms of prospects.
Posted in Chapter III - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, India, Ministry of corporate affairs, Prospectus, The Companies (Prospectus and Allotment of Securities) Rules 2014, Variation in object in the prospectus, Variation in terms of a contract
We have discussed provisions relating to prospectus under Section 26 of the Companies Act 2013 earlier here. Section 26 lists out details of information, Reports and other matters to be stated in the prospectus. The Companies (Prospectus and Allotment of Securities) Rules 2014 further elaborate these matters. Here, we will discuss, Reports to be set out in the Prospectus as per Rules 5 of these Rules.
We have discussed provisions relating to prospectus under Section 26 of the Companies Act 2013 earlier here. Section 26 lists out details of information, Reports and other matters to be stated in the prospectus. The Companies (Prospectus and Allotment of Securities) Rules 2014 further elaborate these matters. Here, we will discuss, Reports to be set out in the Prospectus as per Rule 4 of these Rules.
We have discussed provisions relating to prospectus under Section 26 of the Companies Act 2013 earlier here. Section 26 lists out details of information, Reports and other matters to be stated in the prospectus. The Companies (Prospectus and Allotment of Securities) Rules 2014 further elaborate these matters. Here, we will discuss information to be stated in the Prospectus as per Rule 3 of these Rules.
After promoters and subscriber to memorandum of a proposed company proposed directors are most important persons for a proposed company. Once, a promoter selects proposed first directors of a company, first legal step is to check whether they have a director identification number. Incorporation documentation asks to disclose name of proposed first directors of a company.
We have already discussed the law related to Director Identification Number in an earlier post here. However, we still need to understand some legal procedures as mentioned in the relevant Rules also.
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]
This application shall be made electronically in Form DIR -3 of the Companies (Appointment and Qualification of Directors) Rules 2014. [Rule 9]
A dream company comes into existence with a good planning and efforts. If character of a human start building with thinking of its parents; character of a company start building with thinking of its promoter.
I have nothing to say about all business decision like business objects, size of investment, geography of operations and members of its core management team. I will discuss some points with corporate law angle. However the object must be defined and lawful. It is good if, this is reduced in writing with help of an industry expert with a vetting by a Company Secretary.
We always have our perceptions without considering facts. We reject facts which do not support our predetermined thought. Reading opposite ideas and facts always help. Read this word by word, it hurt you…
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As the 2014 elections begin, the time has come again to state the obvious. In the context of massive propaganda campaigns, the subtle use of stereotypes, and the fact that both the Western and the Indian media share certain basic biases, many people end up believing in a range of myths about the adherents of the world’s second largest religion. This is a quick attempt at exposing those myths.
The world’s largest Muslim majority country is Indonesia (total population approximately 25 crores, larger than Pakistan). Indonesia is a secular democracy. Indeed, its population is almost a mirror image of India’s – 88% Muslim, 9% Christian, 3% Hindu, 2% Buddhist, etc. (as compared to India, which has a population that is 80% Hindu, 13.4% Muslim, 2.3%…
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Before discussing the circular, I will check definition of financial year in the Companies Act 1956. The clause (17) of section 2 of the Act define “financial year means, in relation to any body corporate, the period in respect of which any profit and loss account of the body corporate laid before it in annual general meeting is made up, whether that period is a year or not.”
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This blog supports diversified Parliament to represent all voices from all over India without talking about any stability.
Vote even if it is for ‘None of the above’ (NOTA).
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