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
These schemes of corporate reconstruction have many inbuilt complex issues. The law has to care about all these complexities.
SHARES OF DISSENTING SHAREHOLDERS (SECTION 235):
Where a scheme or contract involving the transfer of shares or any class of shares in a transferor company to a transferee company has been approved by the shareholders or class of shareholders, the transferee company may give notice to any dissenting shareholder that it desires to acquire his share. The conditions are –
Posted in Chapter XV - CA2013, Companies Act 2013
Tagged Amalgamation, Amalgamation by Government order, Arrangement, Companies Act 2013, Companies Bill 2012, Compromise, CorpGov, CorpLaw, Corporate Governance, Corporate Law, cross border merger, cross country merger, dissenting shareholder, India, Legal Reforms, Merger, Ministry of corporate affairs, Minority Shareholders, Reforms, Registration of offer or Scheme, Tribunal
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
In this and next few post, we will discuss legal principles contained in Chapter XV of the Act.
POWER TO COMPROMISE AND ARRANGEMENT (SECTION 230):
A compromise or arrangement may be –
(a) between a company and its creditors or any class of them; or
(b) between a company and its members or any class of them.
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
We are going to deal corporate frauds, genre of crime committed by most educated, polished, professional, greedy white colour criminals. You may find these people to come out on technical or procedural grounds even after committed in all black and whites.
HUMAN INSPECTOR (SECTION 215):
No firm, body corporate or other association shall be appointed as an inspector.
This leaves only human being to be appointed as inspector.
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Code of Civil Procedure 1908, Code of Criminal Procedure 1973, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Custody of Books and Papers, Examination on Oath, Explanation, Fraud, Freezing of Assets, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Power of Inspector, Protection of Employee, Reforms, Registrar, Seizure of Documents, Tribunal
Presently, the Serious Fraud Investigation Office (SFIO) is an organisation working under Ministry of Corporate Affairs. The office was established by the Government of India Resolution dated 2003 to investigate corporate frauds. The “About us” page of its website as on date read as under:
“The SFIO is a multi-disciplinary organization under Ministry of Corporate Affairs, consisting of experts in the field of accountancy, forensic auditing, law, information technology, investigation, company law, capital market and taxation for detecting and prosecuting or recommending for prosecution white-collar crimes/frauds. The SFIO will normally take up for investigation only such cases, which are characterized by:
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Civil Court, Code of Civil Procedure, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Explanation, Fraud, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Reforms, Registrar, Serious Fraud investigation Office, SFIO, Tribunal
We will discuss one important but neglected aspect of inspection, inquiry and investigation in this blog post.
POWER TO CALL FOR INFORMATION, INSPECTION AND INQUIRIES (SECTION 206):
This is a long but very powerful section as it appear from its section – heading.
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Civil Court, Code of Civil Procedure, Companies Act 2013, Companies Bill 2012, Control, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Explanation, Foreign Company, Fraud, India, Influence, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Ownership, Reforms, Registrar, Search, Search and Seizure, Seizure, Tribunal
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
LOAN TO DIRECTORS, ETC. (SECTION 185):
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.
This provision shall not apply to –
Posted in Chapter XII - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors, India, Investment, Key managerial personnel, Legal Reforms, Loan, Loan to Directors, Ministry of corporate affairs, Reforms, Subsidiary Company
English: Sir Ratan Tata, founder of Sir Ratan Tata Trust (Photo credit: Wikipedia)
Director identification Number is a prerequisite for appointment as director in a company in India. Same time Register of Directors and Key Managerial personnel serve the purpose of Record of interests of these persons in company and otherwise.
DIRECTOR IDENTIFICATION NUMBER (SECTIONS 153 – 159)
Every individual intending to be appointed as director of a company shall make an application for allotment for Director Identification Number (DIN) to the Central government. (Section 153)
Posted in Chapter XI - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, Copy of Register, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, Director Identification Number, India, Inspection of Register, Inspection of Register of Director and Key Managerial Personnel, Legal Reforms, Ministry of corporate affairs, Reforms, Register of Director, Register of Key Managerial Personnel
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
Dividend is a payment made by a company to its shareholders out of distributable profit.
DECLARATION OF DIVIDEND (SECTION 123):
A company shall declare dividend and pay it, only out of profit of the company for the financial year or out of undistributed profit of any previous financial year or out of both.
Posted in Chapter VIII - CA2013, Companies Act 2013
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Dividend, Dividend Account, IEPF, India, Interim Dividend, Investor Education and Protection Fund, Legal Reforms, Ministry of corporate affairs, Reforms, Unpaid Dividend
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
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
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
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
In last post, we discussed about register of members, register of debenture – holders and register of other security holders. Now, we will discuss, some other provisions related to these registers and also about annual return.
PLACE OF KEEPING AND INSPECTION OF REGISTERS AND RETURNS (SECTION 94):
The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company.
Posted in Chapter VII – CA2013, Governance and Responsibility
Tagged Annual Return, Closing of Register, Companies Act 2013, Companies Bill 2012, Company Secretary, Company Secretary in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture – holders, Foreign Register, Index of members, India, Legal Reforms, Member, Ministry of corporate affairs, Reforms, Register of Debenture – holders, Register of Members, Register of other security holders, Register Office, Return of Promoters’ Stake
Clause 55 of Section 2 says that member in relation to a company means –
(a) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration shall be entered as member in its register of member;
(b) every other person who agrees in writing to become a member of the company and whose name is entered in the register of the company; and
(c) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository.
On the other hand, a holder of a debentures is called a debentures – holder.
Posted in Chapter VI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Beneficial Interest, Beneficial Owner, Closing of Register, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture – holders, Depository, Foreign Register, Index of members, India, Legal Reforms, Member, Ministry of corporate affairs, Nomination, Reforms, Register of Debenture – holders, Register of Members, Register of other security holders, Wholly Owned Subsidiary
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