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
“Company Secretary” has started a long journey form clerk to manager, general manager, decision maker, key managerial personnel to its full avatar of governance professional.
Depending upon knowledge, experience and expertise, all members of same profession may not be on same glorified height. Some may still be a clerk and some other may be on top of ladder. This all may depend upon our risk appetite of individual and his willingness to accept challenges. This will also depend upon the challenges offered to the professional.
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
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
This work is licensed under a Creative Commons Attribution-NonCommercial 3.0 Unported License.
AishMGhrana 