GENERAL MEETING THROUGH AUDIO VISUAL MEANS


Within days of the nationwide lockdown due to COVID-19 (Corona), Indian Stock exchanges on 26th March 2020 received intimation of first extraordinary general meeting through audiovisual means. This was not legally facilitated. After a great demand, the Ministry of Corporate Affairs came out with a hurried framework through its General Circular 14/2020 dated 8th April 2020, applicable to all listed or unlisted companies. It raises more question that solution as of now but certainly in a good direction. Thereafter Ministry issued General Circular 17/2020 dated 13th April 2020. We have already discussed this framework for companies which are not required to provide the facility of e-voting under the Act. We will in this post discuss this framework for Companies which are required to provide the facility of e-voting under the Act or any other company which has opted for such facility.

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GENERAL MEETING THROUGH AUDIO VISUAL MEANS IN OTHER COMPANIES


Within days of the nationwide lockdown due to COVID-19 (Corona), Indian Stock exchanges on 26th March 2020 received intimation of first extraordinary general meeting through audiovisual means. This was not legally facilitated. After a great demand, the Ministry of Corporate Affairs came out with a hurried framework through its General Circular 14/2020 dated 8th April 2020, applicable to all listed or unlisted companies. It raises more question that solution as of now but certainly in a good direction. We will in this post discuss this framework for private and unlisted public companies with less than one thousand members. {Update: This post is updated to incorporate provisions of General Circular 17/2020 dated 13 April 2020}

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COMPANIES FRESH START SCHEME 2020


There is a long pending demand to grant immunity from the heavy late filing fee on late filing of fee particularly on the filing of Annual Accounts and Annual Returns to be filed by the companies. Presently the late filing fee is Rs 100 per day each form under annual filing which result in huge amount in case of even 30 days delay. There are several questions customarily not to ask from companies like what was the problem if filing AGM was held on time. However, there are some genuine problems for promoters, particularly for small companies. This scheme helps these non- compliant companies. The present scheme includes many other pending forms also. We will discuss.

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Promoters in doubt to file settlement proposal during Liquidation Process


Guest Post: Adv. Nitin Kumar Kaushik (Insolvency Professional) advnitinkaushik@gmail.com Mob: 70422-58781

Issue: whether the withdrawal of application filed by the Applicant under section 7, 9 and 10 of IB Code can be permitted by the NCLT post liquidation order passed under section 33 of IB Code. OR, can promoter be entitled to propose a scheme of the arrangement after passing Liquidation Order under Section 33 of IB Code?

Earlier, as per Rule 8 of Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 (“CIRP Rules”), the National Company Law Tribunal may permit withdrawal of Section 7, 9 and 10 of Insolvency and Bankruptcy Code, 2016 (“IB Code”), on a request by the applicant before its admission. However, at that time, there was no provision in the IB Code to permit withdrawal of the CIRP process after the admission of CIRP.

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CORONA AMENDMENTS UNDER THE COMPANIES ACT, 2013


We firstly ignore negative news going to effects us. Secondly, we undermine the impact. Third, we start fighting. Humanity since 2017 knew and ignored about 73 corona viruses waiting to affect humanity. It is changing our life and law. I wrote a post on initial restrictions going to impact corporate compliances on 13th March 2020 which I considered now outdated. Here are measures the Ministry of Corporate Affairs announced:

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Company Affirmation of Readiness towards COVID-19


Companies Affirmation of Readiness towards COVID-19 Form is a simple web form. It can be filed from anywhere. There is no requirement of DSC and does not involve payment of any fee.

The purpose is to make companies and partnerships aware of unprecedented time and to ensure their better contribution to fighting this virus.

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MY EXPERIENCE OF WORK FROM HOME


Work form Home is buzzword world over this month and Second half of March 2020 in India. We all are preparing for this to the extent possible. I am sharing my eight years of experience of work from home, hereunder:

I opted “work from home” in June 2012 and officially working from Home and later Home Office since 5th July 2012 the day I got my Certificate of Practice. Though, this was actually not my first experience nor something new for Indian. Indian Professionals, particularly Doctors, Vaidya, Haqims, Advocates, Vakils, Pleaders, Letter writers, deed writers, Landlords and even big traders has a history of work from home or have home offices. Though we please those were the days, noting changes except in favour of home office. Technology is the biggest enabler for work from home and lack of self-discipline is a hurdle. Let us start work from home.

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Aside

I m participating in #JanataCurfew on Sunday 22 March 2020
Are you?
I will observe it on Saturday 21 March 2020 also.

CORONA RESTRICTION EFFECTING COMPLIANCE


Corona Virus is spreading eliminating mighty economies. It created unprecedented Socio-economical legal issues all over the world. India announced Visa Restrictions vide No.1/Comm/BoI/2020-81 dated 11th March 2020. On a simple reading, this looks draconian but essential. Just thereafter, stock exchange dropped an unprecedented manner. Board meetings cancelled even for companies with a foreigner in the board of Directors. Corporate India needs business plans and legislative support.

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Share Certificate and Family Company


Away from strictly legal structure know to us, we students of Indian corporate laws know specific classes of companies  – Husband-wife company, Family company, friends basically, and company – “basically partnership” etc. Nothing is defined but all these terms. The basic character of these companies is the utmost trust and faith at the time of incorporation. Due to this, we receive specific queries like:

Is it mandatory to issue a share certificate if both/all the directors are shareholders?

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Now, Added SPICe Incorporation


The era of simple incorporation has already been over. We have SPICe since long which claimed to facilitate additional registrations at the option of the applicant. Now, This is over. The Government is now at the final stage of serving added SPICe. The menu name “SPICe+”

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SUBSCRIPTION SHEET


Foundations of all great buildings are usually a neglected construction but ensuring long life of the building. Subscription Sheet is one of the neglected areas of our discussions in corporate laws. With the introduction of eMemorandum of Association (SPICe MoA) and eArticles of Association (SPICe AoA), we usually consider it obsolete. No, it is actually not.

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THE ECOSYSTEM OF LAW


How to read the ecosystem of law is the basic question all practitioners of procedural laws raise time to time. This is not the same question students of law raise in schools or lawyers in courts. This is not all about interpretation and cracking of a law code hidden behind words. Here, I am trying to reply with reference to my bread and butter – the Companies Act, 2013 and The Insolvency and Bankruptcy Code, 2016.

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Provisional Registration of Company


No. In this post, I am not discussing any existing law. This a proposal I received in form of a query on Quora about registration of a temporary company. I received another query, how India registered so many “paper companies”.

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Advantage of Public Deposit


This is a brief (not a legal) note on the advantage of public deposit made by the general public under the Companies Act. What advantage public deposit have.

I personally do not see it as a safe investment avenue for the general public. Unless you have a risk-bearing capacity to invest the same amount in the volatile stock market, it is advisable not to invest in Public Deposit.

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Is Bank a Company?


I received an interesting query on Quora earlier this month. Another day, another reader asked on WhatsApp why Registrar of Companies or Serious Fraud Investigation Office is not taking action against “PMC Bank Limited”. The reader was ignorant of the word “co-operative” in the name of scam-hit banks. Last year, one member/shareholder of the State Bank of India queried about compliance by the bank under the Companies Act, 2013.

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Founder of a Company


The founder is not a legal term in relation to a company. General Public usually uses this term to refer to the original promoters of any company.

Interestingly, the definition of the term “promoter” also do not indicate directly to “founders” as the definition is drafted with the perspective of an existing company.

Now, I must subscribers to the Memorandum of Association (MoA), the founding or constituting documents of a company are first promoters. They satisfy two conditions of the definition of promoters also.

Subscribers of the MoA took initiatives to form a company and give a legal birth to it. Sometimes one of them actually leads and recognised by other subscribers as founder subscriber.

In short, the mind has a seed of the company in it may be called the founder of the company.

Notarised- Apostilled Documents


What documents should I notarize or apostilled for the purpose of incorporation of a company in India? This is one common question asked by a person with citizenship or resident outside India.

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Recapitulation Cross-Border Insolvency


Guest Post Author: Riya Gulati

Prologue

Cross-border insolvency modulates the treatment of financially distressed borrowers where such borrowers have creditors or assets in more than one nation. International insolvency chiefly accentuates on three modules: choice of law, jurisdiction and enforcement of dictum rules. Indeed, cross-border insolvency fetches with it a host of legal and ethical convolutions and ramifications. Nonetheless, in the matters pertaining to the international insolvency cases, the prime focus inclines on the recognition of foreign functionaries and their powers. The UNCITRAL Model Law on Cross-Border Insolvency and the EC Regulation on Insolvency Proceedings 2000 are the two fundamental contemporaneous regimes for the cross-border insolvencies that have been executed on something outspread than a territorial basis.

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COMPLIANCE BY INDEPENDENT DIRECTORS


In the last post PROFICIENT INDEPENDENT DIRECTORS, we discussed the introduction of “proficiency self – assessment test” by the Ministry of Corporate Affairs. The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 gives teeth to the Companies (Creation and Maintenance of database of Independent Directors) Rules, 2019. We, in this post, will discuss the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. More power is given by the Companies (Accounts) Amendment Rules, 2019.

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