Tag Archives: Corporate Law

VERIFICATION OF REGISTERED OFFICE

Posted on September 12, 2014 | 5 comments

In an earlier post here, we have discussed that according to Section 12 of the Companies Act 2013, the company shall have on and from the fifteenth day of its incorporation and all time a registered office for all communication purpose. The company shall furnish verification of its registered office within a period of thirty days of its incorporation.

According to Rule 25 of the Companies (incorporation) Rules 2014,

The verification of the registered office shall be filed in Form INC – 22 along with the fee.

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Posted in Chapter II - CA2013, Companies Act 2013

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COST AUDIT

Posted on September 11, 2014 | 3 comments

We have discussed applicability of the Companies (Cost Record and Audit) Rules 2014. Certain companies shall maintain cost record as discussed earlier here.

According to Rule 4 of the Companies (Cost Record and Audit) Rules 2014, cost audit shall be applicable –

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Posted in Chapter X - CA2013, Companies Act 2013

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APPLICABILITY OF COST AUDIT RULES

Posted on September 10, 2014 | 7 comments

The Companies (Cost Record and Audit) Rules 2014 shall be applicable from the date of its publication in official gazette of India and published in official gazette on 1st July 2014 (Notificiation is dated as 30th June 2014).

Applicability of Cost Record [Rule 3]:

For the purpose of sub-section (1) of section 148 of the Act, the following class of companies, including Foreign Companies defined in sub-section (42) of section 2 of the Act, shall be required to include cost records in their books of account, namely:-

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Posted in Chapter X - CA2013, Companies Act 2013

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GOVERNANCE PROVISIONS FOR NIDHI COMPANIES

Posted on September 9, 2014 | 2 comments

Rules relating to Directors [Rule 17]

The Director shall be a member of Nidhi.

The Director of a Nidhi shall hold office for a term up to ten consecutive years on the Board of Nidhi.

The Director shall be eligible for re-appointment only after the expiration of two years of ceasing to be a Director.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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LOAN BY NIDHI COMPANIES

Posted on September 8, 2014 | 6 comments

Today, we will discuss loan given by Nidhi Companies.

Loans [Rule 15]

A Nidhi shall provide loans only to its members.

The loans given by a Nidhi to a member shall be subject to the following limits, namely:.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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DEPOSITS BY NIDHI COMPANIES

Posted on September 5, 2014 | 9 comments

In this post we will discuss deposits accepted Nidhi companies.

Branches [Rule 10]

A Nidhi may open branches, only if it has earned net profits after tax continuously during the preceding three financial years.

A Nidhi may open up to three branches within the district.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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NIDHI COMPANIES

Posted on September 4, 2014 | 22 comments

Nidhi Companies, as defined in Section 406 of the companies Act 2013 was discussed earlier here.

“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. [Section 406 of the Companies Act 2013]

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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INSPECTION, INVESTIGATION AND INQUIRY RULES

Posted on September 3, 2014 | 1 comment

While discussing Section 211 of the Companies Act 2013 earlier here, the Central Government shall establish Serious Fraud Investigation Office to investigate fraud related to companies.

Rule 3 of the Companies (Inspection, Investigation and Inquiry) Rules 2014 supplement Section 211(2) of the Act.

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Posted in Chapter XIV - CA2013, Companies Act 2013

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Appeal against Order of Adjudicating Officer

Posted on September 2, 2014 | Leave a comment

Sub – section (5) (6) and (7) of Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.

Any person aggrieved by an order made by the adjudicating officer may prefer an appeal to the Regional Director having jurisdiction in the matter. [Section 454(5)]

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Posted in Chapter XXIX - CA2013, Companies Act 2013

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ADJUDICATION OF PENALTIES

Posted on September 1, 2014 | 2 comments

Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.

The Central Government may by an order published in the Official Gazette appoint Adjudicating Officers for adjudicating penalty under this Act. [Section 454(1)]

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Posted in Chapter XXIX - CA2013, Companies Act 2013

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Second Amendment to Companies MBP Rules

Posted on August 30, 2014 | 1 comment

On 14th August 2014, Ministry of Corporate Affairs came out with its second amendment to the Companies (Meeting of Board and its Powers) Rules 2014. These Rules come into effect from the date of publication of these amendment Rules in official Gazette which is 14th August 2014.

  1. Rule 3 relating to board meeting through audio vidsual Means discussed earlier here, has been amended to give effect that “scheduled venue of the meeting, which shall be deemed to be a place of the meeting may be a place anywhere and need not be a place in India.
  2. Rule 4(iv) have been amended to the effect that a meeting of Audit Committee through
    Audio Visual means shall not deal with “consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub-section (1) of section 134 of the Act. Before amendment, a meeting of Audit Committee through
    Audio Visual means may have not deal with “consideration of accounts” only.

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Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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MISCELLANEOUS RULES

Posted on August 29, 2014 | 1 comment

In this post, we will discuss three miscellaneous rules from the Companies (Miscellaneous) Rules 2014. Rule 9 and 10 are originally in these Rules. Rule 11 is inserted with effect from 17th July 2014.

Fees for application to Central Government

For the purposes of sub-section (2) of section 459, every application which may be, or is required to be, made to the Central Government under any provision of the Act-

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Posted in Chapter XXIX - CA2013, Companies Act 2013

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DORMANT COMPANIES

Posted on August 28, 2014 | 3 comments

We have discussed in earlier post here, where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.

The Companies (Miscellaneous) Rules 2014, for the purposes of sub-section (1) of section 455, a company may make an application in Form MSC-1 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 to the Registrar for obtaining the status of a Dormant Company in accordance with the provisions of section 455 after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in value). [Rule 3 of the Companies (Miscellaneous) Rules 2014]

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Posted in Chapter XXIX - CA2013, Companies Act 2013

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OBLIGATION OF THE COMPANIES AUTHORISED TO REGISTER

Posted on August 27, 2014 | 1 comment

Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

We have discussed earlier here in detail, every company which is seeking registration under this Part shall,—

  1.  ensure that secured creditors of the company, prior to its registration under this Part, have either consented to or have given their no objection to the company’s registration under this Part;
  2. publish in a newspaper, advertisement one in English and one in vernacular language in such form as may be prescribed giving notice about registration under this Part, seeking objections and address them suitably;
  3. file an affidavit, duly notarized, from all the members or partners to provide that in the event of registration under this Part, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm, limited liability partnership, cooperative society, society or any other business entity, as the case may be.
  4. comply with such other conditions as may be prescribed.

[UPDATE: This post was updated with effect from 15th August 2018]

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Posted in Chapter XXI - CA2013, Companies Act 2013

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REGISTERING COMPANIES AUTHORISED TO REGISTER

Posted on August 26, 2014 | 3 comments

Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

Any company formed under any law for the time being in force duly constituted according to law and consisting of seven or more members may at any time register under this Act as a company. This registration shall not be invalid by reason only that it has taken place with a view to the companies being wound up. We have discussed these provisions of Section 366 of the Companies Act, 2013 earlier here.

The Companies (Authorised to Registered) Rules 2014 supplement the provisions of the Companies Act 2014.

[UPDATE: This post is valid from 1st April 2014 till 14th August 2018. The updated version may be reached here.]

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Posted in Chapter XXI - CA2013, Companies Act 2013

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REGISTRATION OF CHARGES RULES

Posted on August 25, 2014 | 4 comments

In an earlier post we have discussed Chapter VI of the Companies Act 2014, which deals with registration of charges. The Companies (Registration of Charges) Rules 2014 discusses procedural aspect.

For registration of charge as provided in subsection (1) of Section 77, Section 78 and Section 79, the particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form CHG – 1 (for other than Debentures) or Form CHG – 9 (for debentures), as the case may be, duly signed by the company and the charge holder and filed with the Registrar within a period of thirty days of the date of creation or modification of charge along with the fee. [Rule 3(1) of the Companies (Registration of Charges) Rules 2014]

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Posted in Chapter VI - CA2013, Companies Act 2013

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Prospectus of Letter of Offer for IDRs:

Posted on August 23, 2014 | 1 comment

The prospectus or letter of offer shall, inter alia, contain the following particulars, namely:-

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Posted in Chapter XXII - CA2013, Companies Act 2013

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APPLICATION AND PROCEEDS OF IDRs

Posted on August 22, 2014 | 1 comment

In earlier post here, we discussed, eligibility and procedure related to issue of Indian Depository Receipt. In this post, we will discuss application for IDRs, its proceeds and Transfer of Indian Depository Receipts.

Application for IDRs

No application form for the securities of the issuing company shall be issued unless the form is accompanied by a memorandum containing the salient features of prospectus in the specified form.

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Posted in Chapter XXII - CA2013, Companies Act 2013

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INDIAN DEPOSITORY RECEIPTS

Posted on August 21, 2014 | Leave a comment

We have discussed earlier here that according to Section 390 of the Companies Act 2013, the Central government make rules for –

  • the offer of Indian Depository Receipt;
  • the requirement of disclosures in prospectus or letter of offer issued in connection with Indian Depository Receipt;
  • the manner in which Indian Depository Receipt shall be dealt with in a depository mode and by custodian and underwriters; and
  • the manner of sale, transfer or transmission of Indian Depository Receipt,

by a foreign company.

These Rules are contained in Rule 13 of the Companies (Registration of foreign Companies) Rules, 2014.

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Posted in Chapter XXII - CA2013, Companies Act 2013, Governance and Responsibility

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DOCUMENTS AND CERTIFICATION

Posted on August 20, 2014 | 1 comment

In this blog we will discuss provisions relating to documents related to foreign company and their certification.

Office where documents to be delivered and fee for registration of documents

Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act i.e. Companies Incorporated Outside India and these rules shall be construed accordingly. [Rule 8(1) of the Companies (Registration of Foreign companies) Rules 2014]

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Posted in Chapter XXII - CA2013, Companies Act 2013

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