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
In last post, public offer and private placement we have discussed public offer. In this post we will discuss Prospectus under Companies Act, 2013
Clause (70) of Section 2 of this Bill define “prospectus” means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.
Section 26 deals with matters to be stated in prospectus.
Posted in Chapter III - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, Companies Bill 2012, Company Secretary, Corporate Governance, Corporate Law, Deemed Prospectus, India, Information in Prospectus, Prospectus, Public Company, Public Issue, Public Offer, Registrars, Registration of Prospectus, Reports with Prospectus, Securities, Securities and Exchange Board of India Act 1992, Shares, Shares and Securities, Shelf registration, Statement of Compliance, Statement of Expert
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).
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
(…Continue from last two posts)
Role of the review committee
The Commission recommends that the non-executive members of the board of a regulator form a special committee called the review committee. This committee will discharge the following functions:
Every mainstream Indian have at least one document who can serve proof of his identity and address. It may be your ration card, voter identity card, driving license or high-profile passport. These documents are your key to gain entry to any place, get reservation in train, open bank accounts, secure phone connection, and even to claim compensation in case of misfortune like accident or death.
We may have multiple identities, true and false identities as government always claim about false ration cards.
Posted in CSR, Governance and Responsibility, Truth of Our Time
Tagged Address Proof, Corporate Social Responsibility, Criminal Tribes Act, CSR, De-notified Tribes, Democracy, Franklin Templeton Investments, Identity Proof, India, Indian, KYC, Mittal Patel, Nomadic Tribes, Semi – nomadic tribes, TEDxGateway Mumbai, Vicharata Samuday Samarthan Manch, VSSM
( …continue from last post)
Appointment conditions for board members
1. Duration of employment: All members of a board (including the chairperson) would have a fixed term of five years, subject to a retirement age for executive members. The age of retirement for executive members must be equivalent to the age of retirement for the equivalent senior-most Government positions.
Governance responsibilities are key element of any deliberation since last twenty years. Form United Nations to our families all has valid concerns about good governance and responsible behaviour. Corporate governance is just a reflection of this ongoing improvement process of governance of human society.
Present report of Financial Sector Legislative Reform Commission headed by Justice B N Srikrishna is just another but very powerful far – reaching discussion on corporate governance. The report in its first part “analysis and recommendations” very extensively discussed issues related to governance. In second part of report, draft code comprehensively proposed a law with an eye on good governance of proposed regulators.
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
The provision related to Corporate Social Responsibility under present Clause Section 135 of Companies Bill 2012 Act 2013 applies to all companies; listed, unlisted, public, private, one – person subject to limitation based on its net worth, turnover and net profit. These threshold limits are:
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AishMGhrana 