A Charge under the Companies Act, 2013 means an interest or lien created on the property and assets of the company or any of its undertakings or both as security and includes mortgage.
REGISTRATION OF CHARGES (SECTION 77):
Every company creating a charge shall register the particulars of charge signed by the company and its charge – holder together with the instruments creating such charge with the Registrar within thirty days of its creation.
Posted in Chapter VI - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Charge, Charge – holder, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Creation of Charge, India, Inspection of Register of charges, Legal Reforms, Manager, Ministry of corporate affairs, Modification, Receiver, Rectification of charges, Reforms, Register of Charge, Registration of Charge, Satisfaction of Charge
After the commencement of present Act of 2013, or more correctly, on issue of Notification by Government of India making Section 73 effective; no company shall invite, accept or renew deposits from the public except in a manner provided under Chapter V of the Act. The chapter V has total four Sections i.e. Section 73 to 76 (both inclusive).
This prohibition does not apply to a banking company, a non – banking financial company as well as any other class of company as specified by the Central government. The Central government may specify any company after consultation with the Reserve Bank of India.
Posted in Chapter V - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Deposit, Deposit from members, deposits from public, Fraud, India, Legal Reforms, Ministry of corporate affairs, National Company Law Tribunal, Reforms
Under Section 92 of the Companies Act, 2013, every company shall prepare annual return in the prescribed form and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
Posted in Chapter VII – CA2013, Companies Act 2013, Company Secretary, Governance and Responsibility, Institute of Company Secretaries of India - ICSI
Tagged Annual Return, class-action suits, Company Secretaries in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Fraud, Institute of Company Secretaries of India, Members and Shareholders
A bond from the Dutch East India Company, dating from 7 November 1623, for the amount of 2,400 florins. (Photo credit: Wikipedia)
Debenture is most important instrument to raise capital for a company. A company use debenture to raise debt capital. Popularly, debenture issued by public sector companies with government approval is called bonds.
Section 2 (30) of the Companies Act, 2013 define inclusively debenture as “debenture” includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not.
Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Bond, Companies Act 2013, Companies Bill 2012, convertible debenture, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture, Debenture Stock, Debenture Trust, Debenture Trust Deed, Debenture Trustee, Debentures, Fully Convertible Debenture, India, Legal Reforms, Ministry of corporate affairs, Non – Convertible Debenture, Partly Convertible Debenture, Reforms, Secured Debenture, Shares and Securities, Unsecured Debenture
On 30th August 2013 (Bhadrapada 8, 1935 Saka), Ministry of Law and Justice issued a notification regarding the Companies Act, 2013 immediately after it received assent of President of India. Only section 1 of the Act of 2013 came into effect from that day. Section 1 as usual deals with short title, Extent, commencement and application.
Earlier Act of 1956 was applicable to whole of India with some modification related to Indian State of Nagaland, but not applicable Indian state of Sikkim. Act of 2013 is applicable to whole of India including Sikkim and without any exception to any state. Sub – section 4 of Section 1 of Act of 2013 lists out some exception regarding particular classes of companies. However, Act of 2013 is not made effective to Sikkim as on 12th September 2013.
Posted in Chapter I - CA2013, Companies Act 2013, CorpGov, CSR, Governance and Responsibility
Tagged Appellate Tribunal, Central Government, Companies Act, Companies Act 1956, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Affairs Ministry, Corporate Governance, Corporate Law, General Meeting, India, Indian Depository Receipt, Legal Reforms, Ministry of corporate affairs, National Company Law Tribunal, Public Offer, Reforms, Sikkim, the Registration of Companies (Sikkim) Act
In our last blog post Prospectus (Companies Act 2013) , we discussed provisions related to prospectus. We will continue our study in this post.
ADVERTISEMENT OF PROSPECTUS (SECTION 30):
When a company issue an advertisement of prospectus, the advertisement shall specify contents of its memorandum; the objects, the liability of members, amount of share capital, name of signatories, and number of shares subscribed for by these signatories and its capital structure.
SHELF PROSPECTUS (SECTION 31):
Any class of company may file a shelf prospectus with the Registrar of Companies at the stage of first offer of securities.
Posted in Chapter III - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Abridge Prospectus, Advertisement of Prospectus, Application Form, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Information Memorandum, Legal Reforms, Ministry of corporate affairs, Prospectus, Public Issue, Public Offer, Red Herring Prospectus, Reforms, Registrar of Companies, Securities, Securities and Exchange Board of India, Shares, Shares and Securities, Shelf Prospectus
There are some provisions other than what I have already discussed in my recent posts. I will discuss these provisions here.
COPIES OF DOCUMENTS TO MEMBERS (SECTION 17):
Whenever a member ask, company shall send him within seven days of this request a copy of each following documents:
There a provision for a payment of prescribed fee. Section 117 deals with agreements and resolutions which are required to be filed by the company with Registrar. We will discuss it in a future post.
Posted in Chapter II - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Authentication Of Documents, Authentication Of Proceedings, Companies Bill 2012, Copies of Documents to Members, CorpLaw, Corporate Law, Execution Of Bill Of Exchange., Incorporation & Registration, India, Legal Reforms, Ministry of corporate affairs, Reforms, Service of Documents, Service Of Documents On Company, Service Of Documents On Member, Service Of Documents On Registrar, Shares of Holding Companies, Signing Of Contracts
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
After reading my posts on Formation of a Company and Alteration of Memorandum and Articles, few readers suggested that I should cover provisions related to names in one place. I will discuss these provisions here along with provisions related to conversion of company from one class to another.
Posted in Chapter II - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Articles, Change in Name, Companies Act 2013, Companies Bill 2012, Conversion of Registered Companies, CorpLaw, Corporate Law, Incorporation, Incorporation & Registration, India, Legal Reforms, Memorandum, Ministry of corporate affairs, Name of Company, Rectification of Name, Reforms
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
In last blog post, commencement of business and registered office, I discussed Section 11 and 12 of the Companies Bill, 2012 Act 2013. In this post, I will discuss, Alteration of Memorandum and Articles of the company and relevant issues.
ALTERATION OF MEMORANDUM (SECTION 13):
A Company can alter its memorandum by a special resolution, and after complying requirement of Section 13.
Posted in Chapter II - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Alteration of Articles, Alteration of Memorandum, Alteration of Objects, Certificate of Incorporation, Change in Name, Companies Bill 2012, CorpLaw, Corporate Law, Incorporation & Registration, Limitation on Alteration of Memorandum, Memorandum, Registered Office, Registration of Alteration of Memorandum, Shifting of Registered Office
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Section 7, 8 of Companies Bill 2012 Act, 2013
In my last blog post “Formation of Company”, I discussed the formation of company and its foundation documents; Memorandum, Articles and proposed/changed Name. In This post we will discuss, Incorporation of Company including incorporation of non- profit company.
INCORPORATION OF COMPANY (SECTION 7):
All document related to incorporation shall be filed be filed before the registrar, in whose jurisdiction registered office of a company is proposed to be situated. A Registrar may have jurisdiction over several states or only a part of a state. Following documents are to be submitted:
Posted in Chapter II - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Articles, Certificate of Incorporation, CIN, Companies Bill 2012, CorpLaw, Corporate Identity Number, Corporate Law, Effect of Registration, Incorporation, Incorporation & Registration, Incorporation of Company, Incorporation of Non – profit, India, Memorandum, Registered Office, Subscriber
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Section 3, 4 and 5 of the Companies Bill, 2012 Act 2013
In my last post, I discussed definition of companies and classes.
FORMATION OF COMPANY (SECTION 3):
A company may be formed for any lawful purpose by:
(a) Seven or more persons as public company;
(b) Two or more persons as private company;
(c) One person as One Person Company
By subscribing names to a memorandum and complying other requirements.
Posted in Chapter II - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Articles, Companies Bill 2012, Company, Company Limited by Guarantee, Company Limited by Shares, CorpLaw, Corporate Law, Formation of company, Incorporation, Incorporation & Registration, India, Legal Reforms, Memorandum, Name of Company, One Person Company, Private Company, Public Company, Reforms, Registered Office, Unlimited Company
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
For every new law, legislative intent, which show it in debates taken place in Parliament, become important. These debates offer a guide while drafting subordinate legislation. There are many questions about future rules and regulations. I, here, compiled some important quotes from this debates from Rajya Sabha.[i][ii][iii]
Posted in Companies Act 2013, CorpGov, CSR, Governance and Responsibility, Truth of Our Time
Tagged Auditor, Chartered Accountants, class-action suits, Companies Act 2013, Companies Bill 2012, CorpLaw, Corporate Law, Corporate Social Responsibility, CSR, Director, Ganguly Committee, Independent Director, India, Legal Reforms, Ministry of corporate affairs, Rajya Sabha, Reforms
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