Tag Archives: CorpLaw

MEMBER AND NOMINEE OF ONE PERSON COMPANY


Clause (62) of the Companies Act 2013 defines “One Person Company” means a company which has only one person as a member. According to clause (68) of this section as well as Clause (c) of Sub- section (1) of Section 3; one person company is a private company.

Rule 3 of the Companies (Incorporation) Rules, 2014 say only a natural person shall be eligible to incorporate one person company. Such one person shall be Indian citizen and a resident of India. A non – resident Indian or a Foreign Citizen resident in India may not incorporate a one person company. Same rules are applicable to nominee of the sole member of a one person company.

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NAME AVAILABILITY FOR COMPANY NAMES


Name Availability for Indian companies shall be governed by Rule 8 of the Companies (Incorporation) Rules 2014 under the authority of the Companies Act, 2013.

Determine Identical Names:

The rules firstly say that before granting any name, it will be examined whether name is identical with name of any other company/LLP or any other name already allowed to a company/LLP.

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Specification of Definitions Details


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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OFFICIAL LIQUIDATORS


Here, we will discuss provisions related to Official Liquidator.

APPOINTMENT OF OFFICIAL LIQUIDATOR (SECTION 359)

For the purposes of this Act, so far as it relates to the winding up of companies by the Tribunal, the Central Government may appoint as many Official Liquidators, Joint, Deputy or Assistant Official Liquidators as it may consider necessary to discharge the functions of the Official Liquidator.

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GENERAL PROVISIONS RELATING TO WINDING UP – 3


We will continue to discuss general provisions relating to winding up in this post also.

Certain limited powers of Company Liquidator (Section 343)

(1) The Company Liquidator may—

(a) with the sanction of the Tribunal, when the company is being wound up by the Tribunal; and

(b) with the sanction of a special resolution of the company and prior approval of the Tribunal, in the case of a voluntary winding up,—

(i) pay any class of creditors in full;

(ii) make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, against the company, or whereby the company may be rendered liable; or

(iii) compromise any call or liability to call, debt, and liability capable of resulting in a debt, and any claim, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or alleged to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the company and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.

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CSR Policy; Publication and Reporting


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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