Category Archives: Governance and Responsibility

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

Suggestion for MCA website, “Act and Rules” Section

Posted on March 1, 2015 | 2 comments

Dear Sir,
 
I am regular user of portal of Ministry of Company Affairs. This is one government site which update regularly. I have a small suggestion. This is related to “Act and Rules” section. 
 
I find Ministry update it immediately, whenever there is any new Rules, Notification, General Circular or order issued by Ministry and send for publication of Official Gazette of India. As you aware; most of these rules, notifications and orders come into force on the date of publication in the Official Gazette and until publication in Official Gazette, copies of these rules, notifications and orders are just a piece of information, not of Law of land.
 
I would like to suggest you, when these rules, notification and order published in Official gazette, Ministry may please replace its pre – publication copies with copies published in Official Gazette. This will help stakeholders to know date of publication in official gazette as well as date from which these rules, notification and orders.
 
I understand, this may increase workload a little bit but help stakeholders a lot and improve image of Ministry also.

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

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General Circulars on CSR

Posted on February 27, 2015 | 2 comments

As we discussed in last post here, government bringing changes in CSR law frequently. With all these development nightmare of CSR may become tax seems to be true soon. In this post, we are discussing General Circulars issued by Government in relation to CSR during first year. There are three circulars General Circular 21/2014 dated 18th June 2014, 36/2014 dated 17th September 2014 and 01/2015 dated 3rd February 2015.

General Circular 21/2014 enumerates following rules for interpretation of CSR Schedule VII of the Companies Act 2013:

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

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Journey of CSR Schedule in 2014

Posted on February 24, 2015 | 6 comments

This is being said in corporate sector, the companies Act 2013 is being treated by government and corporate as CSR law. The schedule related to corporate social responsibility has been amended since its being come into force.

Original CSR Schedule read as under:

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

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Companies Permitted to invest (Removal of Difficulty Order2015)

Posted on February 20, 2015 | 1 comment

Ministry of Corporate Affairs issued another “the Companies (Removal of Difficulties) Order, 2015” in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 o remove the difficulties form (a) Definition of Small Companies under Section 2(85) and (b) for that purpose also inserted forth item in sub – section (11) of Section 186.

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

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Change in Definition of Small Company (Removal of Difficulty Order 2015)

Posted on February 17, 2015 | 1 comment

Ministry of Corporate Affairs issued another “the Companies (Removal of Difficulties) Order, 2015” in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 to remove the difficulties form (a) Definition of Small Companies under Section 2(85) and (b) for that purpose also inserted forth item in sub – section (11) of Section 186.

As we have already discussed earlier here, original definition of small company is:

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

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Immediate professional concern on Secretarial Audit

Posted on February 13, 2015 | 6 comments

Late CS Bipin S. Acharya used to say that Secretarial Audit will confer this professional its legitimate dues and legal recognition for secretarial audit his life mission. Recently, the Companies Act 2013 introduced secretarial audit first time in India under legal mandate. However, there is suspicious among company secretaries about its future as earlier compliance certificates became useless piece of paper. The Institute of Company Secretaries of India seems to share same apprehension and working to address all issues. However, Institute has own limitations. Presently, we have about 9500 companies covered under compulsory secretarial audit and there are about 6500 company secretaries in practice.

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Posted in Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Secretarial Audit

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CRITIC TO E – BOOK ISSUED BY MCA

Posted on February 10, 2015 | Leave a comment

Recently, most of union ministries issued e – books on activities and achievements in recent years. This is welcome initiative under leadership of Prime Minister Modi, if it continues for next five years of present government. Presently, these e – books highlights past performances which belongs to mostly congress tenure. The e – book issued by Ministry of Corporate Affairs has no difference.

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Posted in Book Review, CorpGov, Governance and Responsibility, Truth of Our Time

AMENDMENT: Administration of CSR

Posted on February 6, 2015 | 5 comments

According to Rule 4(2) of the Companies (Corporate Social Responsiblilty Policy) Rules 2014 as discussed earlier here:

“The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise:

Provided that—

(i) if such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programs or projects;

(ii) the company has specified the project or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.”

Now, Ministry of Corporate Affairs came out with the Companies (Corporate Social Responsiblity Policy) Rules 2015 dated 19th January 2015. These amendments shall come into effect from date of publication. After these amendments above mentioned sub – rule (2) of Rule 4 shall be as under:

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

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AMENDMENT: COPY OF RESIGNATION OF DIRECTOR

Posted on February 3, 2015 | 1 comment

Rule 16 of the Companies (Appointment and Qualification of Directors) Rules 2014 as earlier discussed earlier here, prescribes where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR – 11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

The Ministry of Corporate Affairs bring out an amendment to these Rules through the Companies (Appointment and Qualification of Directors) Amendment Rules 2015 dated 19th January 2015. These Rule are applicable from date of publication of these amendment rules in Official gazette.

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

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Issues in Appointment of Director in a Government Company

Posted on January 30, 2015 | 3 comments

Indian Government as promoters considered as worst while complying corporate law and governance. What procedure government follows while appointing an additional director?

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

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Saving Private Assets

Posted on January 20, 2015 | 1 comment

[A new Web portal LawStreetIndia launched on Pongal this year. This piece was originally published on LawStreetIndia here on 15th January 2015. This blog wish all success to the portal]

Investor Education and Protection Fund is a permanent parking lot of all unclaimed shares and dividend under the Companies Act. Unending hunger of fund by government results its claim on everything unclaimed with help of hurriedly drafted laws. Yes, for all legal purpose, government is not going to own such money and keep it in trust but fund so transferred help to arrange mileage for government as administrator of such fund.

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

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AMENDMENT TO APPOINTMENT AND QUALIFICATION OF DIRECTORS RULES

Posted on January 13, 2015 | 1 comment

Indian Ministry of Corporate Affairs brought an amendment in the Companies (Appointment and Qualification of Directors) Rules 2014 with effect from 18th       September 2014.

Databank:

Now data bank shall not ask for income – tax Permanent Account Number (PAN), [Rule 6(2)(c)]

Only Father’s name will be in record. There will no need for mother’s name and spouse name. I am always of the view there should be option to give name of either of parents on part of person, because law must be gender neutral. [Rule 6(2)(d)]

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

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THE COMPANIES AMENDMENT BILL 2014: PART 3 OF 3

Posted on January 9, 2015 | 5 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 2 of 3 is present here.

To amend sub-section (1) of section 188 of the said Act to exempt related party transactions between holding companies and wholly owned subsidiaries (WOS) from the requirement of approval of non-related shareholders [Section 16 of the Amendment Bill]

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Posted in Chapter I - CA2013, Chapter XII - CA2013, Chapter XXIX - CA2013, Chapter XXVII - CA2013, Chapter XXVIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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THE COMPANIES AMENDMENT BILL 2014: PART 2 OF 3

Posted on January 6, 2015 | 5 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 2 of 3 is present here.

To amend sub-section (1) of section 123 of the said Act to include provisions for writing off past losses/depreciation before declaring dividend for the year [Clause 10 of the Amendment Bill]

A forth proviso is being added to the effect that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.

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

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THE COMPANIES AMENDMENT BILL 2014: PART 1 OF 3

Posted on January 2, 2015 | 2 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 1 of 3 is present here.

To amend clauses (68), (71) of Section 2 and Section 11 of the said Act to omit the requirement for minimum paid-up share capital [Clause 2 and 4 of the Amendment Bill]:

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Posted in Chapter I - CA2013, Chapter II - CA2013, Chapter V - CA2013, Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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AishMGhrana: 2014 in review

Posted on December 31, 2014 | 2 comments

This year was a very special year for my blog. The blog got more recognition and love from law professionals, students and public. The WordPress.com stats helper monkeys prepared a 2014 annual report for this blog.

Here’s an excerpt:

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Posted in Governance and Responsibility, Truth of Our Time

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Happy Diwali 2071 Vikram Samvat

Posted on October 23, 2014 | 3 comments

2014 10 23

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Posted in Truth of Our Time

Amendment in Section 143(5)

Posted on September 24, 2014 | 2 comments

Section 143(5) of the Companies Act 2013, as discussed earlier here originally read as under:

In the case of a Government company, the Comptroller and Auditor-General of India shall appoint the auditor under sub-section (5) or sub-section (7) of section 139 and direct such auditor the manner in which the accounts of the Government company are required to be audited and thereupon the auditor so appointed shall submit a copy of the audit report to the Comptroller and Auditor-General of India which, among other things, include the directions, if any, issued by the Comptroller and Auditor-General of India, the action taken thereon and its impact on the accounts and financial statement of the company.

On 4th September 2014 Ministry of Corporate Affairs came out with the Companies (Removal of Difficulties) Seventh Order, 2014. Which come it force from date of its publication which is 4th September 2014. According to this order, Section 143(5) now read as under:

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

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SERVICE OF DOCUMENTS

Posted on September 18, 2014 | 3 comments

Section 20 of the Companies Act 2013 discussed earlier here make provision for service of documents for the purpose of this Act.

Service of documents on company

A document may be served on a company or its officer by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed.

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

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CHANGE OF OBJECTS

Posted on September 17, 2014 | 8 comments

According to sub – section (8) of Section 13 of the Companies Act 2013 discussed earlier here, a Company, which has raised money from public and has a unutilised amount out of money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.

The prescribed details in respect of this special resolution shall be published in newspapers (one in English and another in local language) which are in circulation at place where registered office of the company is situated. These details shall also be placed on the Website of the company, if any. These details shall indicate the justification for such change in objects of the company.

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

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