UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
In my last two post, I wrote about “Oppression and Mismanagement” and “Class Action” under the Companies Bill 2012. Section 246 makes it necessary for me to discuss Sections 337 to 341 of the Bill. These sections are natural extension to provisions related to “Oppression and Management” and “Class Action” under Chapter XVI.
Posted in chapter XVI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, class-action suits, Companies Bill 2012, CorpLaw, Corporate Governance, Corporate Law, Director, India, Legal Reforms, Members, Mismanagement, NCLT, Oppression, Oppression and Mismanagement, Reforms, Tribunal
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
In continuation with my last blog post on Oppression and Mismanagement; I am reading Class Action under Clause 245 of the Bill. Provisions relating to Class Action are under Chapter XVI of the Companies Bill, 2012 and basically target to achieve investor protection in a limited manner and on an experimental basis.
[Law discussed in this post was valid till 8 May 2019 and have academic and Historic value.]
Posted in chapter XVI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, class-action suits, Companies Bill 2012, CorpLaw, Corporate Governance, Corporate Law, Director, India, Legal Reforms, Members, Ministry of corporate affairs, Mismanagement, NCLT, Oppression, Oppression and Mismanagement, Reforms, Tribunal
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Class Action is one of the youngest additions to Indian jurisprudence particularly, in Indian Corporate Jurisprudence. Class Action aims to prevent Oppression and Mismanagement in Companies. The Provisions relating to Oppression and Mismanagement are in Chapter XVI of the Companies Bill, 2012.
In this post, I will cover Section 241 – 244 which deals with normal provisions.
In next post, I will discuss Section 245 dealing with Class Action and after that Section 246 read with Section 373 to 341.
Posted in chapter XVI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, class-action suits, Companies Bill 2012, CorpLaw, Corporate Governance, Corporate Law, Director, India, Legal Reforms, Members, Members and Shareholders, Ministry of corporate affairs, Mismanagement, NCLT, Oppression, Oppression and Mismanagement, Reforms, Tribunal
I filed an application for Information of period from 1st April 2012 to 31st March 2013 about working of MCA21 portal. My question was:
Description of the information required:
1. Current User Capacity of MCA21 Portal,
2. Number of Month – wise Log – in on MCA21 portal from 1st April 2012 to 31st March 2013
3. Total Month – wise time – period, during 1st April 2012 to 31st March 2013, when MCA21 Portal was not working due to Maintenance, Updating, Production release, upgrades, switchovers, switchback drills or other official Reasons; and details thereof,
4. Total month – wise time period, during 1st April 2012 to 31st March 2013, when MCA21 Portal put notice like “Large numbers of users are logged in MCA21 portal. Kindly try after some time.”
I received this reply from Ministry of Corporate Affairs, which is also embedded here. Please read and share your views on comment section of this blog post.
A Corporate Law Consultant or Practicing Company Secretary always subscribe for all kind of news alert and updates from regulatory authorities. Reserve Bank of India is one of the most fatal subscriptions. Oh no! They not send us virus but all fraudsters love to be their look – like.
Even though, I have all regular E – mail ids of Reserve Bank of India in my contact list. Therefore, I am able to delete all suspicious mail looking similar to that of Reserve Bank of India. Last year, I receive a mail form one such mail and opened. This was looking spam as they are asking some details which are not usually asked by authorities through E – mail but through Public Announcement using all media coverage.
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
In February 2013, I wrote “FOOTSTEPS OF CORPORATE GOVERNANCE IN COMPANIES BILL 2012” and thereafter try to cover all relevant topics related to Corporate Governance. Even though, day-to-day management of company is function of KEY MANAGERIAL PERSONNEL (sometime designated as out of Board Directors); Board of Directors is indeed most Significant body, which virtually rule a company. Not only, APPOINTMENT AND QUALIFICATION OF DIRECTOR as well as their DUTIES, VACATION, RESIGNATION, REMOVAL are subject to close scrutiny by investors, professionals and regulators. Board of Directors has a set of Executive Directors who are APPOINTMENT and MANAGERIAL REMUNERATION has some other significant aspect of Corporate Governance. The Appointment of INDEPENDENT DIRECTORS is one of the most significant contributions of this Bill to Corporate Governance practices in India. This all-powerful company Board exercises its powers in BOARD MEETING but it has some statutory and other BOARD COMMITTEES. Now we will discuss Power of Board of Directors under present Bill.
Continue reading
Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Board Committee, Board of Directors, Board Powers, Boards’ Report, CG, Companies Bill 2012, Contribution to bona fide Charitable and other funds, Contribution to National Defence Fund, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, Independent Director, India, Legal Reforms, Ministry of corporate affairs, Political Contribution, Power of Board of Directors, Profit and Loss Account, Reforms, Resolutions in Board Meeting, Restrictions on Power of Board, Special Resolution
Whenever I think to meet all person of my choice from human history and present, I always have a very long list on different aspect. Meeting a person may be to learn, to pay respect, to get photo opportunity and so on. This is a time of technology. This classic question has since been changed after introduction of chatting.
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
[NOTE: The law stated in this post is effective from 1st April 2014 till 11th September 2018. For the law applicable from 12th September 2018, please visit here]
Managing Director is Key Managerial Personnel of utmost importance. He is the face of a company and its decision-making mechanism. A person gains significant advantages as Managing Director which may not be there, in case of his appointment as Manager or Chief Executive Officer. While Chief Executive Officer has no special advantage except his clubbing as Key Managerial Personnel with Manager and Managing Director, Manager has some. Their definitions speak themselves. Appointment of Managing Director, Whole – Time Director and Manager is governed by the provision of Section 196 of the Bill. They all are a different class of Key Managerial Personnel and has the specific provision of appointment in addition to Section 203, discussed in an earlier post.
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board Committee, Board of Directors, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, India, Key managerial personnel, Legal Reforms, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Reforms, Whole – time Director
International Workers Day is just another holiday for socialist and bad memories for capitalists; no care for labours – labour of unorganised sector which constitute majority of Indian Labour.
Unorganised labour and stray dogs are comparable – they should job (bark) when work – pressure come (thief) come and get some stale food thrown to them. They have no owner, brand, organisation, identity, address, region, religion, caste, or life. They are not stakeholders for corporate governance events and not responsibility for responsible business
UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).
In my last post, I stopped myself from further reading midway due to length of the post “Appointment and Qualification of Director”. Now, this is time to resume reading. Let us start with Additional Director, Alternate Director and Nominee Directors.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Additional Director, Alternate Director, Board of Directors, Companies Bill 2012, CorpGov, CorpLaw, Corporate Law, Director, Director in Casual Vacancy, Duties of Directors, Independent Director, India, Legal Reforms, Ministry of corporate affairs, Nominee Director, Reforms, Removal of Director, Resignation of Director, Vacation of Office of Director, Whole – time Director
This is customary that Parliament take a break in budget session. This generates public anger in this time when we have active judiciary and inactive legislature.
On 22nd March 2013, I mailed to a group of company secretaries:
“Rajya Sabha adjourned till 22nd of April 2013. My glass is full of air and bubbles.”
Employee’s welfare is also a matter corporate social responsibility for all body corporate. During debate on corporate social responsibilities we heard a lot from all quarters.
Principle 3 of National Voluntary Guideline on Social, Environment, & Economic Responsibilities of Business issued by Ministry of Corporate Affairs say, ”Businesses should promote the well being of all Employees.” On page 17 of this guideline, it is mentioned that “…strongly believe that addressing health issues significantly contributes to the sustainability of their business operations and especially the health and welfare of their employees.” There is separate guideline issued by Government for Central Public sector Enterprises.
As a stakeholder, we have interest in measures taken by professional bodies under Ministry of Corporate Affairs. It is noteworthy to note, these professional bodies are very instrumental to spread awareness about corporate social responsibilities on behalf of government. I filed applications under three professional bodies and asked same questions:
Posted in Company Secretary, CorpGov, CSR, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Truth of Our Time
Tagged CorpGov, CorpLaw, Corporate, Corporate Governance, CSR, Employees Welfare, Health, ICAI, ICSI, India, Institute of Chartered Accountants of India, Institute of Company Secretaries of India, institute of Cost Accountants of India, Ministry of corporate affairs, RTI
(UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).
In this series of my blog post related to Companies Bill, 2012; I am writing this post about provision relating to internal and cost audits. The manner of appointment of auditors may affect independence of cost audit and good corporate governance. The bill addresses this issue very well.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Accounts and Audit, Appointment of Auditor, Auditor, Auditor Remuneration, Causal Vacancy, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Cost Audit, Disqualification of Auditor, India, Internal Audit, Legal Reforms, Ministry of corporate affairs, Profession, Reforms, Removal of auditor, Resignation of Auditor
(UPDATE: on 30th August 2013: Companies Bill, 2012became the Companies Act, 2013 (Act 18 of 2013). )
In my last blog post auditor under companies Act, 2013: from appointment to removal, I discussed auditor his appointment, remuneration resignation and removal along with other incidental matters. In this post I will discuss power, duties and penalties related to auditors and audit report.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounting, Accounting Standard, Accounts and Audit, Audit, Audit Report, Auditor, Branch Audit, CA, Chartered Accountant, Companies Act 2013, Companies Bill 2012, Comptroller and Audit General of India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, General Meeting, Government Companies, ICAI, India, Institute of Chartered Accountants of India, Legal Reforms, Ministry of corporate affairs, Profession, Reforms, Statutory Audit
“Rape” do not ring a bell in our mind, horrify us, or create disgust in our mind.
In our society, a victim is considered responsible for crime, if it is a woman. Be it eve teasing or rape.
We claim, utmost respect to ladies but only if she is “bhartiya nari” (Indian Lady) of our thinking. Oh! We claim, if she is “sati” (chaste) she could not have been raped. We claim, without her co-operation she could not be raped.
We claim no clap with single hand. But we fail, when single hand slap.
Posted in Governance and Responsibility, Truth of Our Time
Tagged Brahmcharya, India, Rape, RingTheBell, terror, VAW, violence against women
(UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Corporate Governance is a fundamental structure of all recent companies’ laws globally. True and fair Audits are core concern for corporate world and its regulators. While I was writing my earlier blog post “Footsteps of Corporate Governance in Companies Bill 2012 Companies Act, 2013”, I noticed that the Companies Bill, 2012 Act, 2013 has special concern for quality of audits. In my post “National Financial Reporting Authority” you may feel the depth of concern of our law makers about audits, which have already been forced accounting and auditing regulator, the Institute of Chartered Accountants of India, for introspection.
In this series of my blog post related to Companies Bill, 2012 Act, 2013; I am writing about provision relating to auditors. The manner of appointment of auditors may affect independence of audit. The bill Act addresses this issue very well.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Accounts and Audit, Auditor, Causal Vacancy, Chartered Accountant, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Disqualification of Auditor, First Auditor, ICAI, India, Institute of Chartered Accountants of India, Profession, Reforms, Removal of auditor, Resignation of Auditor, Statutory Audit
Yes. I claim; Indian Railway penalise its victims. This is being done openly in broad day light under nose of our Parliament and active judiciary without anyone, including victims noticing it. I first time in 2008 noticed that innocent Indian are being penalised for a wrongful act primarily by railway.
Posted in CSR, Governance and Responsibility, Truth of Our Time
Tagged Aligarh, Delhi, India, India against corruption, Indian Railway, New Delhi, Reforms, Right to Information, RTI
I have a small piece in 109th edition of the e-Magazine from ICSI Mysore Chapter “Shareholders’ duty of to ask” I am thankful to my friends Ms. K Sarina Chouta Harish and Mr. Dattatri H M who made great afforts for editorial inputs. Here is full piece:
We are living in an era of corporate governance but who is really interested in it! All efforts by the corporate governance are directed at bringing more transparency to the stakeholders for enabling their participation in decision-making process. If that be the case on one hand, on the other, the age-old concept of fiduciary relationship of board of directors, our law and law enforcement agencies render protection to the right of the board of directors to maintain complete secrecy of its decision-making. I am afraid; something is wrongly settled as law. There has to be a reality check…..
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AishMGhrana 