Proper winding up of a company is certainly more important than its incorporation. The ghost of a company should not haunt after attaining or discarding objects of the company.
MODES OF WINDING – UP (SECTION 270):
The winding up of a company may be either –
Posted in Chapter XX - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, Company Liquidators, CorpGov, CorpLaw, Corporate Governance, Corporate Law, debt, India, Legal Reforms, Ministry of corporate affairs, Petition for winding up, Reforms, Statement of Affairs, Winding Up, winding up by Tribunal, winding up of a company
Ministry of corporate Affairs has issued a General Circular on 14th February 2014. My readers can download this Circular from MCA site link here.
We have already discussed Section 185 in one of the earlier post here.
The Section under discussion basically says, No company shall, directly or indirectly, advance any loan, including any loan represented by a book debt, to any of its directors or to any other person in whom the director is interested or give any guarantee or provide any security in connection with any loan taken by him or such other person.
Posted in Chapter XII - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors, Guarantee, India, Investment, Key managerial personnel, Legal Reforms, Loan, Loan to Directors, Ministry of corporate affairs, Reforms, Subsidiary Company
Part – II of the Chapter XXI deals with winding up of unregistered companies.
UNREGISTERED COMPANY (EXPLANATION TO SECTION 375):
“unregistered company”—
(a) shall not include— (i) a railway company incorporated under any Act of Parliament or other Indian law or any Act of Parliament of the United Kingdom; (ii) a company registered under this Act; or (iii) a company registered under any previous companies law and not being a company the registered office whereof was in Burma, Aden, Pakistan immediately before the separation of that country from India; and
(b) save as aforesaid, shall include any partnership firm, limited liability partnership or society or co-operative society, association or company consisting of more than seven members at the time when the petition for winding up the partnership firm, limited liability partnership or society or co-operative society, association or company, as the case may be, is presented before the Tribunal.
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Posted in Chapter XXI - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, Cooperative Society, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Foreign Company, India, Legal Reforms, Limited Liability Partnership, Ministry of corporate affairs, Partnership Firm, Reforms, Society, Unregistered Company, Winding Up, winding up of unregistered company
Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.
[Note: This is updated version of the post with the law updated as on 5th July 2018]
COMPANIES CAPABLE OF BEING REGISTERED (SECTION 366):
For the purpose of this Part, the “company” includes any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law for the time being in force which applied for registration under this Part.
Posted in Chapter XXI - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, Cooperative Society, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Limited Liability Partnership, Ministry of corporate affairs, Partnership Firm, Reforms, Registration, Society
In last post, we discussed sick companies. Now, we will discuss revival and rehabilitation.
SCHEME OF REVIVAL AND REHABILITATION (SECTION 261):
The company administrator shall prepare or cause to be prepared a scheme of revival and rehabilitation of the sick company after considering the draft scheme filed along with the application under Section 254.
Posted in Chapter XIX -CA2013, Companies Act 2013
Tagged committee of creditors, Companies Act 2013, Companies Bill 2012, Company Administrator, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Interim Administrator, Legal Reforms, Ministry of corporate affairs, Reforms, Revival and Rehabilitation, Scheme of Revival and Rehabilitation, Sick company, The Rehabilitation and Insolvency Fund, Winding Up
This chapter may and will replace the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. We may note this chapter has much wider impact then earlier Act of 1985.
SICK COMPANIES (SUB – SECTION 1 OF SECTION 253):
Where on a demand by the secured creditors of a company representing fifty percent or more of its outstanding amount of debt, the company has failed to pay the debt within a period of thirty days of the service of the notice of demand or to secure or compound it to the reasonable satisfaction of the creditors, any secured creditor may file an application to the Tribunal in the prescribed manner along with the relevant evidence for such default, non-repayment or failure to offer security or compound it, for a determination that the company be declared as a sick company.
Posted in Chapter XIX -CA2013, Companies Act 2013
Tagged committee of creditors, Companies Act 2013, Companies Bill 2012, Company Administrator, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Interim Administrator, Legal Reforms, Ministry of corporate affairs, Reforms, Revival and Rehabilitation, Sick company
In this Post we will discuss provision of Section 456 – 470 of the Companies Act, 2013.
Posted in Chapter XXIX - CA2013, Companies Act 2013
Tagged Amendment to Schedules, Annual Report by Central Government, Approvals, Companies Act 2013, Companies Bill 2012, Condonation of Delay, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Delegation of Power, India, Information, Legal Reforms, Ministry of corporate affairs, Power to make Rules, PROHIBITION OF ASSOCIATION OR PARTNERSHIP EXCEEDING CERTAIN NUMBER, Reforms
One might say the Companies Act, 2013 is more about dealing with corporate fraud than regulating companies. Section 447 is most talk about provision of this Act and many sections refer to this section directly.
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.
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
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
Section 455 primarily deals with the provision regarding Dormant Companies. We need to understand inactive companies, first.
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.
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.
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
This chapter deals with Registration offices established by the Government and fees to be charged for registration purpose.
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 (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
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
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
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
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.
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
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AishMGhrana 