Category Archives: Governance and Responsibility

Governance and Responsibility – In life of Nation, State, Government, Corporate, Society and Individual

Digital Signature

Posted on April 9, 2014 | 6 comments

What is first legal requirement for formation of a company? This is willingness to form a company. Who should have this willingness? The promoter! Who will be the promoter? Any person, natural or legal! However, in case of One Person Company only a natural person can incorporate a company. Even in case a legal person, a natural person shall digitally and manually sign the incorporation forms and documents.

This is needless to say even a form for reservation of a name for proposed company need a digital signature among other requirements.

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Posted in Chapter II - CA2013, Chapter XI - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, CorpLaw, Corporate Law, Digital Signature, Digital Signature Certificate, DSC, India, Ministry of corporate affairs, PAN, Permanent Account Number, Promoter

Representation before Stakeholders on Companies Rules 2014

Posted on April 4, 2014 | 2 comments

Dear Stakeholders of Corporate India,

As a most vibrant corporate community of the world, you are aware or recent unwelcome development related to corporate India like Satyam, Sahara and Saradha. These developments raised strong concern among us and Parliament of India as well. This reflects in core principles of the Companies Act, 2013. India has some of the best corporate governance and social responsibility norms in the world.

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Posted in Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI

Tagged Audit, Companies Act 2013, Companies Rules 2014, Company Secretary, CorpGov, Corporate Governance, Pre - certification, Secretarial Audit

Specification of Definitions Details

Posted on April 3, 2014 | 1 comment

The Companies (Specification of definitions details) Rule, 2014 defines some additional terms which have not be defined in the Act. These rules clarify two terms already defined in the Act but need executive clarification as the Act.

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Posted in Chapter I - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Electronic Mode, India, Ministry of corporate affairs, Relative, The Companies (Specification of definitions details) Rule 2014

Appeal of ICSI to its Members and Students

Posted on April 2, 2014 | Leave a comment

Institute of Company Secretaries of India has mailed an “appeal” to its members and student on 1st April 2014. This was not an April Fool Prank. This letter is in public domain and is a public document.

In following paragraph, we will discuss this “appeal”:
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Posted in Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Secretarial Standards, Truth of Our Time

Tagged Governance Standards, ICSI, Institute of Company Secretaries of India, Social Media

LIMITING RISK OF LIABILITY

Posted on April 2, 2014 | 1 comment

What is benefit of incorporating of a company? One of most important benefit of incorporation is limiting risk of liability.

In case of traditional form of businesses; proprietor, partnership or family businesses; there is no concept of limited liability. An owner or part – owner is responsible to pay all business debt even from its own pocket. We always know, business money (galla) is different from personal money. But, owner of a business remains in risk of liabilities towards creditors and government personally.

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Posted in Chapter II - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Companies Act 2013, Limited liability, One Person Company

INTEGRATED COMPANY SECRETARYSHIP COURSE – FULL TIME

Posted on April 1, 2014 | 1 comment

The Institute of Company Secretaries of India has announces an integrated Company Secretaryship Course – Full Time on its web – site Recently. Readers may find details at the following link:

https://www.icsi.edu/portals/0/INTEGRATED_COMPANY_SECRETARYSHIP_COURSE_FULL_TIME.pdf

1. What is this integrated Company secretaryship course – Full time?

2. Was any response invited from stakeholders particularly from members?

3. Is it meant to create a class of full time students against present part – time students?

4. What measure have been taken to ensure that Industry will take all company secretaries as equal irrespective of course chosen – Full time or part time?

5. Why is there only one year training period there for these students against two years for general part time students? Is not it meant creating a separate class among students itself?

Readers may leave comments in the Comment section here under.

Posted in Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Truth of Our Time

Tagged Company Secretary, Full Time Integrated Company Secretaryship Course, ICSI, Institute of Company Secretaries of India

COMPANY LIMITED, STAKEHOLDERS’ RISK UNLIMITED

Posted on April 1, 2014 | Leave a comment

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.

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Posted in Chapter II - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility, Truth of Our Time

Tagged Companies Act 2013, Limited liability, Risk, Stakeholders

FOREIGN DONATIONS TO POLITICAL PARTIES

Posted on March 31, 2014 | 1 comment

Association for Democratic Reforms and another vs. Union of India

Photo from https://www.facebook.com/CongBjpBhaiBhai/photos/pb.542860795730627.-2207520000.1396190678./627037157312990/

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.

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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

Clarification on Section 180 of Companies Act, 2013

Posted on March 26, 2014 | 17 comments

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.

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Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged 2013, Board of Directors, Borrowing, Companies Act 2013, Power of Board, Section 180 of the Companies Act

CSR Policy; Publication and Reporting

Posted on March 24, 2014 | 2 comments

CSR policy of Indian companies may have more similarities than any other thing. Section 135 read with Schedule VII of the companies Act 2013 decide four corner of CSR policy of Indian companies, which is guided by and supplementary to development vision of Government of India.

Corporate Social Responsibility committee is primary body to formulate and recommend the CSR policy and expenditure thereon. The committee also has to monitor CSR policy implementation and logically expenditure thereon. The Board of a company may approve the policy and budget allocation for different aspect of CSR initiatives.

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Posted in Chapter IX - CA2013, Companies Act 2013, CSR, Governance and Responsibility

Tagged Companies Act 2013, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Corporate Social Responsibility, CSR, CSR Policy, CSR Reporting, India, Ministry of corporate affairs, Reforms

CSR Administration in India

Posted on March 17, 2014 | 3 comments

In my recent post on CSR last week, I discussed definition and scope of Corporate Social Responsibility in India after recently notified Rules. Now, I will discuss administration of Corporate Social Responsibility in India.

The Corporate Social Responsibility Committee of the Board of the Company is responsible for administration of Corporate Social Responsibility of the company. The committee shall consist of three or more directors, out of which one shall be an independent director. This provision is equally applicable to all companies including private or small companies.

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Posted in Chapter IX - CA2013, Companies Act 2013, CSR, Governance and Responsibility

Tagged Companies Act 2013, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Corporate Social Responsibility, CSR, CSR Activities, CSR Administration, CSR approaches, CSR Expenditure, India, Ministry of corporate affairs, Reforms

Applicability of CSR Law

Posted on March 10, 2014 | 14 comments

Newly enacted CSR law is not applicable to all companies. Sub – Section (1) of Section 135 is applicable to all companies; subject to limitation based on its net worth, turnover and net profit. These threshold limits are:

Net worth rupees five hundred crore or more (Rs. 500,00,00,000/-) or rupees five arab
Turnover rupees one thousand crore or more (Rs. 10,00,00,00,000/-) or rupees ten arab
Net Profit rupees five crore of more (Rs. 5,00,00,000/-)

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Posted in Chapter IX - CA2013, Companies Act 2013, CSR, Governance and Responsibility

Tagged Companies Act 2013, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Corporate Social Responsibility, CSR, CSR Activities, CSR applicability, CSR Expenditure, India, Ministry of corporate affairs, Reforms

Defining CSR in India

Posted on March 3, 2014 | 2 comments

I discussed Corporate Social Responsibility here, when there was a pending Bill. Now, we have a full fledged corporate social responsibility law in place. Section 135 of the companies Act, 2013, redrafted Schedule VII and the Companies (Corporate Social Responsibility Policy) Rules 2014 will be effective from 1^st April 2014. I agree with V. Umakanth in India CorpLaw say, April 1 this year would mark a new era in corporate law and governance in India with companies being required to comply with the quasi-mandatory obligations regarding CSR, an approach that is fairly unique in the global context.

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Posted in Chapter IX - CA2013, Companies Act 2013, CSR, Governance and Responsibility

Tagged Companies Act 2013, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Corporate Social Responsibility, CSR, CSR Activities, CSR Expenditure, India, Ministry of corporate affairs, Reforms

NOTES ON EFFECTIVE PROVISIONS OF COMPANIES ACT 2013

Posted on February 27, 2014 | Leave a comment

Some other Sections of Companies Act 2013 has also been made effective form April 1, 2014 by Notification 1 dated 27th Feb 2014 and Notification dated 26th March 2014.

Page 1

A part of the Companies Act 2013 is in force since 12^th September 2013. In blog post, we will discuss these effective (1+98) sections. I have already shared my initial comments earlier on September 13, 2013.

To keep it reader – friendly, each new Section will be at new page. To change page, readers may click on desired page number at the bottom of the page.
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Pages: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99

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Posted in Chapter I - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, Indian Companies Act

WINNING

Posted on February 22, 2014 | Leave a comment

Winning!!

Is not “Winning” always after a fight? What really matter is which fight we choose to win. We cannot win every fight come to us during our journey of life… during our journey of livelihood… during our journey of nirvana.

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Posted in Truth of Our Time

Tagged India Today, Winning

SPECIAL COURTS AND MEDIATION & CONCILIATION PENAL

Posted on January 24, 2014 | 4 comments

Special courts are one most commendable constitute introduced by this Act. This is trend recently to constitute special courts for every single legal constitute. The main reason for establishment of such special court is technicalities involved in these technical matters.

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Posted in Chapter XXVIII - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, Companies Bill 2012, Company Prosecutor, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Mediation and Conciliation Penal, Ministry of corporate affairs, Reforms, Special Court

REPEAL AND SAVINGS (COMPANIES ACT, 2013)

Posted on January 21, 2014 | 4 comments

Section 465 deals with repeal of certain enactments and savings.

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Posted in Chapter XXIX - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Repeal, Savings, the Registration of Companies (Sikkim) Act 1961

DORMANT COMPANIES

Posted on January 21, 2014 | 45 comments

Section 455 primarily deals with the provision regarding Dormant Companies. We need to understand inactive companies, first.

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Posted in Chapter XXIX - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Dormant Company, Inactive Company, India, Legal Reforms, Ministry of corporate affairs, Reforms

NIDHI COMPANIES

Posted on January 21, 2014 | 14 comments

Section 406 deals with Nidhi companies.

“Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such class of companies.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013, Governance and Responsibility

Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Nidhi, Nidhi Companies, Reforms

INFORMATION AND STATISTICS (Companies Act, 2013)

Posted on January 21, 2014 | Leave a comment

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.

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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