Tag Archives: The Companies Act 2013

Effective Provisions of the Companies Amendment Act 2017 w.e.f. 13 June 2018


With Four Notifications; S.O. 351(E) dated 23rd January 2018, S.O. 630(E) dated 9th February 2018, S.O. 1833(E) dated 7th May 2018 and S.O. 2422(E) dated 13th June 2018 most provisions of the Companies (Amendment) Act, 2017 (1 of 2018) come into force. Here is a bird’s eye view.

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WARRANT THE FINANCIAL SWEETENER


In an earlier post here, we discussed warrant in corporate law and Securities law. In another post here we discussed, we discussed issues related to Share warrant and bottle neck making it impossible to issue share warrant as we know in corporate law. In this post we will discuss warrant as in securities law.

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AMENDMENT: Administration of CSR


In a post earlier here, we discussed provisions of Section 135 read with rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 regarding Administration of Corporate Social Responsibility Policy. Sub – rule (2) of rule 4 allow board of directors of a company to choose among various options, a better option to administer the CSR Policy. This rule 4(2) was slightly amended by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015. We discussed those amendment rules earlier here.

Now, a gazetted notification published on 23rd May 2016 in Official Gazette of India, which came into force from same date; amend sub – rule (2) of rule 4.

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SHARE WARRANT – BEARER INSTRUMENT


In last post, we discussed meaning of warrant in with particular reference to share warrant. There are two questions pertinent to issue of share warrant:

  1. May Share Warrants be issued under the Companies Act, 2013 as fresh securities without pre – existence of underlying shares? or
  2. May share warrants be issued under the Companies Act, 2013 as conversion of underlying shares already existence?

In this post, we will discuss these questions.

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WARRANT vs WARRANT


In simple dictionary meaning warrant is to make particular activity necessary. In criminal law, warrant is term clearly defined term meaning a legal document permitting an action by authority and making its compliance necessary to the person named therein. In corporate and financial word, warrant is an instrument with different meaning at different financial and legal jurisdiction. In this post, we will discuss these meaning of warrant with reference to Share Warrant.

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Directorship within limit


Ministry of Corporate Affairs issued an advertisement (a Public Notice) in newspapers asking all directors to bring down number of their directorship to the permissible limit as prescribed under Section 165 of the Companies Act, 2013.

“All such individual who are holding directorship in more than, the limit of number of companies prescribed per the aforesaid mentioned provisions of the Act, are hereby notified to bring down the number of their directorship to / below the permissible limits as also prefer compounding application before the competent authority in terms of Section 621A of the Companies Act, 1956 within 30 days hereof and get the offence compounded. In case of non – compliance with the above directions, the jurisdictional ROC will initiate prosecution without further individual notices to them.”

In this blog post, we will discuss this Public Notice and applicable provisions.

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RELAXATION OF ADDITIONAL FEES AND EXTENSION OF LAST DATE OF FILING


Compliance of Indian corporate law is a big issue for its stakeholders. Successive government here talk about ease of doing business and do mammoth task to achieve it with confusion related to directions.

The Companies Act, 2013 followed by end numbers of Companies Rules and their amendment rules was not enough; Ministry of Corporate Affairs launched V2R2 through its high profile contractor Infosys. Now, we have another circular to get some “ease of doing relaxation”. We will discuss short term circular here.

General Circular 03/2016 dated 12th April 2016 aims to Relaxation of additional fees and extension of last date of filing of various e-Forms under the Companies Act, 2013. The circular read as under:

“This ministry has launched V2R2 on 28th March, 2016, downtime was given to Infosys from 25th March 2016 to 27th March, 2016, since the launch of the system, a number of stakeholders have faced issues and representations have been received from stakeholders to resolve the issue including, for allowing waiver of additional till the new system stabilizes.

In view of the above, it has been decided to relax the additional fee payable on e- forms which are due for filing by companies between 25th March 2016 to 30th April 2016 as one time waiver of additional fee and it is also clarified to stakeholders if such due e – forms are filed after 10.05.2016, no such relaxation shall be allowed.

This issues with the approval of the competent authority.”

This circular has many communications to its stakeholders. Most read is, “Forms due for filing during period between 25th March, 2016 to 30th April, 2016 may be filed without additional fee till 10th May 2016”.

The circular contain other interpretation and information:

  • Ministry launched V2R2 system and replacing earlier filing system. A simple Google search suggests it as a system developed by IBM.
  • Downtime allowed to Infosys was from 25th March 2016 to 27th March, 2016.
  • Among other representations, for allowing waiver of additional till the new system stabilizes, was one and prominent.
  • Ministry seems to take no blame on itself.
  • System may take more time which may not be before 30th April 2016.
  • System may have practical trial for first 10 days in month of May.
  • Heavy filing may be there in May second half and thereafter  plan accordingly.
  • Start up India can wait as presently MCA is on trial for it.

It is advisable, not to file any document related to companies without assuming own risk.

This circular does not talk about Limited Liability Companies, to keep trying and assume own risk. 

I have just a request with government (please read bureaucracy, Not PM Modi), please understand compliance calendar of stakeholders. December to February may be best time to experiment.

Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.