Tag Archives: Tribunal

REMOVAL OF NAME OF COMPANIES

Posted on January 3, 2014 | 5 comments

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 –

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5 Comments

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

OTHER ISSUES IN COMPROMISE, ARRANGEMENT, MERGER AND AMALGAMATION

Posted on December 27, 2013 | 1 comment

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 –

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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

Posted on December 24, 2013 | 5 comments

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.

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5 Comments

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

Posted on December 20, 2013 | 4 comments

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.

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4 Comments

Posted in Chapter XV - CA2013, Companies Act 2013

Tagged Arrangement, Companies Act 2013, Companies Bill 2012, Compromise, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Legal Reforms, Ministry of corporate affairs, Reforms, Tribunal

INSPECTOR’S REPORT AND THEREAFTER

Posted on December 17, 2013 | Leave a comment

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.

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PROCEDURE RELATED TO INQUIRY AND INVESTIGATIONS

Posted on December 13, 2013 | 2 comments

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.

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2 Comments

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

Posted on December 10, 2013 | 5 comments

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:

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5 Comments

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

Posted on December 6, 2013 | 3 comments

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.

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3 Comments

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

REDUCTION OF SHARE CAPITAL

Posted on October 8, 2013 | 13 comments

Reduction of capital is a sensitive issue; managerially, financially, economically, and legally. Hence, reduction of capital by a company is always subject to confirmation by the Tribunal on an application made by the company. Company applying for reduction may either be a company limited by share or a company limited by guarantee but having a share capital. Reduction of capital must be approved by special resolution passed by the company. a company may reduce share capital in following manner –

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13 Comments

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

Tagged CorpGov, CorpLaw, Corporate Governance, Corporate Law, Reduction of share capital, Reforms, Share Capital, Shares, Shares and Securities, Tribunal

ALTERATION OF SHARE CAPITAL

Posted on October 4, 2013 | 15 comments

Every business run on finance and share capital is base finance, hence life blood of a company.

PUBLICATION OF CAPITAL (SECTION 60):

Where any communication or publication of a company contains a statement of the amount of the authorise capital of the company, it shall also contain a statement in an equally prominent position and in equally conspicuous characters of the amount of the capital which has been subscribed and the amount paid – up.

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15 Comments

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

Tagged alteration of capital, Bonus Shares, conversion of loan to equity capital, conversion of securities, conversion of unlimited company to limited company, convertible debenture, CorpGov, CorpLaw, Corporate Governance, Corporate Law, employees’ stock option, further issued of share capital, India, Legal Reforms, letter of offer, Ministry of corporate affairs, preferential issue, Reforms, Reserve share capital, right issue, SEBI, Securities, Shares, Shares and Securities, Special Resolution, Tribunal, Unlimited companies

TRANSFER AND TRANSMISSION OF SECURITIES

Posted on October 1, 2013 | 9 comments

Free transferability of share is one essential condition for Company form of business, subject to some restrictions under private companies. New Act, deals with substantially.

TRANSFER AND TRANSMISSION OF SECURITIES (SECTION 56):

A company shall register a transfer of securities or interest of members only when such a proper instrument of transfer; duly stamped, dated and executed by or on behalf of the transferor and transferee and specifying the name, address and occupation has been delivered to the company by either party within a period of sixty days from date of execution, along with the certificate of security or the letter of allotment of securities.

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9 Comments

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

Tagged Depository, Free transferability, Nomination, Personation of member, Rectification of register, Reforms, Register of Member, Restriction of securities transfer, SEBI, Securities, Shares, Shares and Securities, transfer of securities, Transfer of shares, transmission of securities, Transmission of shares, Tribunal

FINANCIAL TREATMENT RELATED TO SHARE CAPITAL (Companies Act, 2013)

Posted on September 27, 2013 | 8 comments

Share capital of a company is all about financing for its operations. Company issues its share to raise capital. On allotted shares, company may receive all money against premium and face value of share in one go or in instalment. In present post, we will discuss; call on shares, unpaid share capital, dividend, share premium, shares at discount, sweet equity and preference shares.

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8 Comments

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

Tagged Bonus Issue, Bonus Shares, call on shares, Capital Redemption Reserve Account, Companies Bill 2012, Debentures, Discount in shares, ESOPS, India, issue of preference shares, Other Securities, Preference Shares, Preferential Allotment, Private Placement, Public Offer, redemption of preference shares, right issue, SEBI, Securities, Securities Premium Account, Share premiums, Shares and Securities, Sweat Equity, sweat equity shares, Tribunal, unpaid share capital

SHARE CAPITAL (Companies Act, 2013)

Posted on September 24, 2013 | 26 comments

We have discussed earlier post The Company under the Companies Bill 2012 which is still relevant when the bill become Act; all companies do not have share capital. Only companies limited by shares have share capital.

KIND OF SHARE CAPITAL (SECTION 43):

The share capital of companies limited by share shall be of two kinds, namely;

(a) equity share capital;

(b) Preference share capital.

Here, use of two terms “Shall be” and “and” denote this is a requirement to have both kind of share capital but, according to further reading, company may have zero equity or preference share capital.

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26 Comments

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

Tagged Bonus Issue, Companies Bill 2012, Debentures, Duplicate Share Certificates, Equity Shares, ESOPS, Other Securities, Preferential Allotment, Private Placement, Public Offer, right issue, Share Capital, Share Certificates, Shares, Shares and Securities, Special Resolution, Sweat Equity, Tribunal, Variation, Voting Rights

PENALTIES RELATED TO OPPRESSION & MISMANAGEMENT UNDER COMPANIES ACT 2013

Posted on June 28, 2013 | 2 comments

UPDATE: on 30^th 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.

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2 Comments

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

CLASS ACTION IN COMPANIES ACT, 2013

Posted on June 21, 2013 | 3 comments

UPDATE: on 30^th 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.]

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3 Comments

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

OPPRESSION & MISMANAGEMENT UNDER COMPANIES ACT 2013

Posted on June 14, 2013 | 10 comments

UPDATE: on 30^th 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.

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10 Comments

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

Tag Archives: Tribunal

REMOVAL OF NAME OF COMPANIES

OTHER ISSUES IN COMPROMISE, ARRANGEMENT, MERGER AND AMALGAMATION

MERGER OR AMALGAMATION

COMPROMISE AND ARRANGEMENT

INSPECTOR’S REPORT AND THEREAFTER

PROCEDURE RELATED TO INQUIRY AND INVESTIGATIONS

SERIOUS FRAUD INVESTIGATION OFFICE AND INSPECTORS

INSPECTION, INQUIRY, INVESTIGATION

TRANSFER AND TRANSMISSION OF SECURITIES

PENALTIES RELATED TO OPPRESSION & MISMANAGEMENT UNDER COMPANIES ACT 2013

CLASS ACTION IN COMPANIES ACT, 2013

OPPRESSION & MISMANAGEMENT UNDER COMPANIES ACT 2013

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