Section 465 deals with repeal of certain enactments and savings.
Copyright
This work is licensed under a Creative Commons Attribution-NonCommercial 3.0 Unported License.Do Not Copy
Tag Archives: Legal Reforms
REPEAL AND SAVINGS (COMPANIES ACT, 2013)
Posted in Chapter XXIX - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Repeal, Savings, the Registration of Companies (Sikkim) Act 1961
DORMANT COMPANIES
Section 455 primarily deals with the provision regarding Dormant Companies. We need to understand inactive companies, first.
NIDHI COMPANIES
Section 406 deals with Nidhi companies.
“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.
INFORMATION AND STATISTICS (Companies Act, 2013)
POWER OF CENTRAL GOVERNMENT TO DIRECT COMPANIES TO FURNISH INFORMATION OR STATISTICS (SECTION 405):
The Central Government may by order companies generally or any company or class of company to furnish any information or statistic with regard to constitution or working of the company within a time specified in the order.
Posted in CHAPTER XXV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Central Government, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Information, Legal Reforms, MCA, Ministry of corporate affairs, Reforms, Regional Director, Registrar of Companies, Statistics
REGISTRATION OFFICES AND FEES
This chapter deals with Registration offices established by the Government and fees to be charged for registration purpose.
Posted in Chapter XXIV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Additional Fee, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Electronic Fee, Electronic Filing, Fee, India, Legal Reforms, Ministry of corporate affairs, Reforms, Registrar, Registrar of Companies, Registration Office, Registry
GOVERNMENT COMPANIES
GOVERNMENT COMPANIES (Companies Act, 2013)
As per definition given in the Act “Government company” means any company in which not less than fifty – one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company.
Posted in Chapter XXIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged CAG, Companies Act 2013, Companies Bill 2012, Comptroller and Auditor General of India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Government Company, India, Legal Reforms, Ministry of corporate affairs, Reforms
POWER AND FUNCTION OF NATIONAL COMPANY LAW TRIBUNAL
In last we discussed constitution of National Company Law Tribunal and Appellate tribunal. Now, it comes to power and function of the Tribunal.
Posted in Chapter XXVII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Reforms
CONSTITUTION OF NATIONAL COMPANY LAW TRIBUNAL
I am not going to discuss much debated thing, whether National Company Law Tribunal ever be constituted. I am going to discuss provisions in this Act; whether they are applicable or going to be applicable or not.
Posted in Chapter XXVII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Reforms
FOREIGN COMPANIES: CAPITAL AND OTHER MATTERS
In our last blog post, we discussed general provisions related to foreign companies. We will discuss provisions which are related to prospectus and penalties.
PROSPECTUS OF FOREIGN COMPANY (SECTION 387):
This provision is applicable to foreign companies, and there is no difference whether the company has or has not established or when formed will or will not establish a place of business in India. No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorporated outside India unless the prospectus is dated and signed.
Posted in Chapter XXII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, Company incorporated outside India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Foreign Company, India, Indian Depository Receipt, Legal Reforms, Ministry of corporate affairs, Prospectus, Reforms
GENERAL PROVISIONS RELATED TO FOREIGN COMPANIES
Foreign company is a company or body corporate incorporated outside India which –
(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
(b) conduct any business activity in India in any other manner.
REMOVAL OF NAME OF COMPANIES
Life always started to die. The company can be created and wind up. Sometimes, Idea of a company conceives, but fail to take life.
[Law state in this post came into effect from 26 Dec 2016 after a few amendments.]
POWER OF REGISTRAR TO REMOVE NAME (SECTION 248):
Intimation for Removal of Name by the Registrar:
The Registrar may send a notice to the company and all its director of his intention to remove the name of the company from the register of companies when the Registrar has reasonable cause to believe –
Posted in Chapter XVIII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Removal of name of company, Strike off the name of company, Tribunal
REGISTERED VALUERS AND VALUATION
The Valuation is new concept for Indian companies’ law. We will discuss it under this blog post.
REGISTERED VALUERS (SECTION 247):
Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities, goodwill, or any other assets or any liability or net worth of a company, it shall be valued by a Registered Valuer and appointed by the Audit committee or Board of Directors of the company.
Posted in Chapter XVII - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, Company Valuation, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Registered Valuer, Valuation, Value, Valuer
OTHER ISSUES IN COMPROMISE, ARRANGEMENT, MERGER AND AMALGAMATION
These schemes of corporate reconstruction have many inbuilt complex issues. The law has to care about all these complexities.
SHARES OF DISSENTING SHAREHOLDERS (SECTION 235):
Where a scheme or contract involving the transfer of shares or any class of shares in a transferor company to a transferee company has been approved by the shareholders or class of shareholders, the transferee company may give notice to any dissenting shareholder that it desires to acquire his share. The conditions are –
Posted in Chapter XV - CA2013, Companies Act 2013
Tagged Amalgamation, Amalgamation by Government order, Arrangement, Companies Act 2013, Companies Bill 2012, Compromise, CorpGov, CorpLaw, Corporate Governance, Corporate Law, cross border merger, cross country merger, dissenting shareholder, India, Legal Reforms, Merger, Ministry of corporate affairs, Minority Shareholders, Reforms, Registration of offer or Scheme, Tribunal
MERGER OR AMALGAMATION
We will discuss merger and amalgamation in this post
MERGER AND AMALGAMATION (SECTION 232):
The Tribunal, Merger, amalgamation or demerger is proposed in the application of compromise and arrangement under Section 230 (i) of the company, or (ii) of the creditors, or (iii) of the members of the company (iv) of the liquidator of company under liquidation, may order the meeting (A) Creditors or class of creditors, or (B) of the members or class of members, (x) to be called, (y) held and (z) conducted in the manner directed by the Tribunal.
Posted in Chapter XV - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Amalgamation, Arrangement, Companies Act 2013, Companies Bill 2012, Compromise, CorpGov, CorpLaw, Corporate Governance, Corporate Law, cross border merger, cross country merger, India, Legal Reforms, Merger, Ministry of corporate affairs, Reforms, Tribunal
COMPROMISE AND ARRANGEMENT
In this and next few post, we will discuss legal principles contained in Chapter XV of the Act.
POWER TO COMPROMISE AND ARRANGEMENT (SECTION 230):
A compromise or arrangement may be –
(a) between a company and its creditors or any class of them; or
(b) between a company and its members or any class of them.
INSPECTOR’S REPORT AND THEREAFTER
Consequence of any investigation is report. The Report is just a milestone. We will discuss the journey ahead in this post.
Inspector’s Report (Section 223):
In inspector shall submit all interim reports, if any, and final report to the Central Government.
Every report shall be in writing or printed as per direction of the Central Government.
Posted in Chapter XIV - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Bankers, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Criminal Prosecution, Disgorgement, Expenses of Investigation, Explanation, False Statement, Fraud, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Advisors, Legal Reforms, Ministry of corporate affairs, Recovery, Reforms, Registrar, Tribunal, Wind up
PROCEDURE RELATED TO INQUIRY AND INVESTIGATIONS
We are going to deal corporate frauds, genre of crime committed by most educated, polished, professional, greedy white colour criminals. You may find these people to come out on technical or procedural grounds even after committed in all black and whites.
HUMAN INSPECTOR (SECTION 215):
No firm, body corporate or other association shall be appointed as an inspector.
This leaves only human being to be appointed as inspector.
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Code of Civil Procedure 1908, Code of Criminal Procedure 1973, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Custody of Books and Papers, Examination on Oath, Explanation, Fraud, Freezing of Assets, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Power of Inspector, Protection of Employee, Reforms, Registrar, Seizure of Documents, Tribunal
SERIOUS FRAUD INVESTIGATION OFFICE AND INSPECTORS
Presently, the Serious Fraud Investigation Office (SFIO) is an organisation working under Ministry of Corporate Affairs. The office was established by the Government of India Resolution dated 2003 to investigate corporate frauds. The “About us” page of its website as on date read as under:
“The SFIO is a multi-disciplinary organization under Ministry of Corporate Affairs, consisting of experts in the field of accountancy, forensic auditing, law, information technology, investigation, company law, capital market and taxation for detecting and prosecuting or recommending for prosecution white-collar crimes/frauds. The SFIO will normally take up for investigation only such cases, which are characterized by:
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Civil Court, Code of Civil Procedure, Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Explanation, Fraud, India, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Reforms, Registrar, Serious Fraud investigation Office, SFIO, Tribunal
INSPECTION, INQUIRY, INVESTIGATION
We will discuss one important but neglected aspect of inspection, inquiry and investigation in this blog post.
POWER TO CALL FOR INFORMATION, INSPECTION AND INQUIRIES (SECTION 206):
This is a long but very powerful section as it appear from its section – heading.
Posted in Chapter XIV - CA2013, Companies Act 2013
Tagged Civil Court, Code of Civil Procedure, Companies Act 2013, Companies Bill 2012, Control, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Explanation, Foreign Company, Fraud, India, Influence, Information, Inquiries, Inspection, Inspection Report, Inspector, Investigation, Investigation Report, Legal Reforms, Ministry of corporate affairs, Ownership, Reforms, Registrar, Search, Search and Seizure, Seizure, Tribunal
ISSUES RELATED TO MANAGERIAL REMUNERATION
We have much earlier discussed “Appointment of Managing Director and Manager” and “Managerial Remuneration in case of inadequate profit”. I understand, Section 197 read with Schedule V is a code for managerial remuneration. Now, we will discuss other relevant provision for managerial remuneration.
CALCULATION OF PROFIT (SECTION 198):
In computing the net profit of a company in any financial year credit shall be given for:
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors Remuneration, Inadequate Profit, India, Legal Reforms, Loss of Office, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Profit and Loss, Recovery of Remuneration, Reforms, Remuneration, Schedule V, Whole – time Director
AishMGhrana 