This chapter deals with Registration offices established by the Government and fees to be charged for registration purpose.
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Category Archives: Governance and Responsibility
REGISTRATION OFFICES AND FEES
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
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
POWER AND FUNCTION OF NATIONAL COMPANY LAW TRIBUNAL
In last we discussed constitution of National Company Law Tribunal and Appellate tribunal. Now, it comes to power and function of the Tribunal.
Posted in Chapter XXVII - 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, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Reforms
CONSTITUTION OF NATIONAL COMPANY LAW TRIBUNAL
I am not going to discuss much debated thing, whether National Company Law Tribunal ever be constituted. I am going to discuss provisions in this Act; whether they are applicable or going to be applicable or not.
Posted in Chapter XXVII - 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, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Reforms
FOREIGN COMPANIES: CAPITAL AND OTHER MATTERS
In our last blog post, we discussed general provisions related to foreign companies. We will discuss provisions which are related to prospectus and penalties.
PROSPECTUS OF FOREIGN COMPANY (SECTION 387):
This provision is applicable to foreign companies, and there is no difference whether the company has or has not established or when formed will or will not establish a place of business in India. No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorporated outside India unless the prospectus is dated and signed.
Posted in Chapter XXII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, Company incorporated outside India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Foreign Company, India, Indian Depository Receipt, Legal Reforms, Ministry of corporate affairs, Prospectus, Reforms
GENERAL PROVISIONS RELATED TO FOREIGN COMPANIES
Foreign company is a company or body corporate incorporated outside India which –
(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
(b) conduct any business activity in India in any other manner.
REMOVAL OF NAME OF COMPANIES
Life always started to die. The company can be created and wind up. Sometimes, Idea of a company conceives, but fail to take life.
[Law state in this post came into effect from 26 Dec 2016 after a few amendments.]
POWER OF REGISTRAR TO REMOVE NAME (SECTION 248):
Intimation for Removal of Name by the Registrar:
The Registrar may send a notice to the company and all its director of his intention to remove the name of the company from the register of companies when the Registrar has reasonable cause to believe –
Posted in Chapter XVIII - 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, Removal of name of company, Strike off the name of company, Tribunal
AishMGhrana: Annual Report 2013
The WordPress.com stats helper monkeys prepared a 2013 annual report for this blog AishMGhrana.Me
Here’s an excerpt:
This year was a very special year for my blog. From average 16 page views in December 2012 to more than 375 page views per days in December 2013 with about 54,000 page views this year.
REGISTERED VALUERS AND VALUATION
The Valuation is new concept for Indian companies’ law. We will discuss it under this blog post.
REGISTERED VALUERS (SECTION 247):
Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities, goodwill, or any other assets or any liability or net worth of a company, it shall be valued by a Registered Valuer and appointed by the Audit committee or Board of Directors of the company.
Posted in Chapter XVII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, Company Valuation, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Registered Valuer, Valuation, Value, Valuer
Social Mobile Democracy
Democracy is most uniting factor after Cricket and Cinema in India. Elections are much awaited celebration of our democracy.
General election 2014 will be largest democratic exercise across globe expected to be participated by billions of Indian. In election, a slightest move in a remote village may affect fate in mightiest of politicians.
Posted in Truth of Our Time
MERGER OR AMALGAMATION
We will discuss merger and amalgamation in this post
MERGER AND AMALGAMATION (SECTION 232):
The Tribunal, Merger, amalgamation or demerger is proposed in the application of compromise and arrangement under Section 230 (i) of the company, or (ii) of the creditors, or (iii) of the members of the company (iv) of the liquidator of company under liquidation, may order the meeting (A) Creditors or class of creditors, or (B) of the members or class of members, (x) to be called, (y) held and (z) conducted in the manner directed by the Tribunal.
Posted in Chapter XV - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Amalgamation, Arrangement, Companies Act 2013, Companies Bill 2012, Compromise, CorpGov, CorpLaw, Corporate Governance, Corporate Law, cross border merger, cross country merger, India, Legal Reforms, Merger, Ministry of corporate affairs, Reforms, Tribunal
INSPECTOR’S REPORT AND THEREAFTER
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
ISSUES RELATED TO MANAGERIAL REMUNERATION
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
CHALLENGES FOR COMPANY SECRETARY AS GOVERNANCE PROFESSIONAL
“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.
BOOKS OF ACCOUNTS
The Financial Statements of a company is most important document until recent past, when non – financial reporting started to gain its momentum. This is a reporting of growth in business in monetary units.
BOOK OF ACCOUNTS (SECTION 128):
Every company shall prepare and keep at its registered office books of accounts and other relevant books and papers and financial statement for every financial year. These books must give a true and fair view of the state of affairs of the company and its branch offices. These books must explain the transactions effected both at the registered office and its branches. These books shall be kept on actual basis and double entry system of accounting.
Posted in Chapter IX - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Accounting Standards, Adjourned Annual General Meeting, Annual Filing, Annual General Meeting, Audit Report, Auditors, Balance Sheet, Books of Accounts, Branch Office, Chief Financial Officer, Companies Act 2013, Companies Bill 2012, Consolidated Financial Statements, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors, Financial Statements, India, Inspection of Books, Legal Reforms, Managing Director, Members, Ministry of corporate affairs, Notes to Accounts, Profit and Loss Accounts, Provisional Annual filing, Re – casting of Financial Statement, Reforms, Registered Office, Voluntary revision of Financial Statements
RESOLUTION, MINUTES AND REPORT
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
PROXIES, VOTES AND POLLING
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
PREPARING GENERAL MEETING
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
GENERAL MEETINGS
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
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