September 2018

Compliance Checklist for appointment & re-appointment of independent directors


Practical Lawyer (2018) PL (CSP)September 63

SCC Online (Blog): https://blog.scconline.com/post/2018/09/07/compliance-checklist-for-appointment-reappointment-of-independent-directors/

An independent director shall help in bringing an independent judgment to bear on the board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct. An independent director shall safeguard the interests of all stakeholders, particularly the minority shareholders. This article is a compilation and analysis of the relevant provisions for appointment and re-appointment of independent directors. The article concludes with the check-list on such appointment and re-appointment of independent directors. For listed companies, in addition to the Companies Act, 2013, the company shall also comply with the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as well.

Disclaimer

Article has been first published on SCC Online Blog / Practical Lawyer Journal and Copyright belongs to EBC. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither EBC nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2018

Compliance Checklist for Board Meeting through Video Conferencing


Practical Lawyer (2018) PL (CSP)August 59

SCC Online (Blog): https://blog.scconline.com/post/2018/08/17/compliance-checklist-for-board-meeting-through-videoconferencing/

According to section 173 of Companies Act, 2013 (‘Act’), the participation of directors in a meeting of the board may be either in person or through video conferencing or other audio visual means. If the participation of the director is through video conferencing or other audio visual means, then the company shall ensure that all the following points are complied with: (i) Recording and recognising the participation of the directors, (ii) Recording and storing the proceedings of such meetings along with date and time. This article is an analysis of the provisions relating to meeting of the board of directors through video conferencing.

Disclaimer

Article has been first published on SCC Online Blog / Practical Lawyer Journal and Copyright belongs to EBC. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither EBC nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2018

Madras High Court grants relief to disqualified directors of private companies


Taxmann Corporate Professional Today Vol. 42. 33 [August 18 to 24, 2018]

In Bhagavan Das Dhananjay Das Vs UoI, the Madras High Court granted reprieve to such disqualified directors. In the judgment, the High Court addressed some pertinent issues relating to revival of de-registered companies, powers of Registrar of Companies, disqualification of directors, it’s retrospective or prospective application, etc. The High Court considered a large group of writ petitions that various disqualified directors had filed before it. In doing so, the High Court interpreted the provisions of the Act and found that the actions of the Registrar of Companies were inconsistent with the statutory provisions of the law. This article is an analysis of the relevant facts of the case, key observations of the HC and conclusion drawn. In my view, the observations made by the HC about the contentious issues are quite interesting.

Discalimer

Article has been first published on Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2018

PPT – Related Party Transactions under Companies Act, 2013, SEBI Listing Regulations, 2015 & Cost Audit perspective


PPT – Related Party Transactions under Companies Act, 2013, SEBI Listing Regulations, 2015 & Cost Audit perspective. Presentation at The Institute of Cost Accountants of India Western India Regional Council (ICAI – WIRC) on August 3, 2018.


July 2018

PPT – Thane Chapter of ICSI on Study Circle Meeting on RPTs, Managerial Remuneration, Loans, Investments, provisions relating to beneficial interest in shares


PPT – Thane Chapter of ICSI on Study Circle Meeting on RPTs, Managerial Remuneration, Loans, Investments, provisions relating to beneficial interest in shares. Study Circle Meeting held on July 27, 2018:


July 2018

Whether there is ease of doing business for Private Companies under Companies Act, 2013


TAXLAWGiST – E-Journal – Vol 5

The Govt. has provided several exemptions have been provided to Private Companies under the Companies Act, 2013. The exemptions are provided by MCA pursuant to the Notifications issued in June 2015 and June 2017. Several exemptions for private companies have been rolled-out under the Companies (Amendment) Act, 2017. This article is an analysis of the exemptions granted to private companies under Companies Act.

Disclaimer

Article has been first published in TaxScan’s Journal and Copyright belongs to TaxScan. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxscan nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


June 2018

PPT – Landmark Judgments in Corporate Laws [June 24, 2018] ICSI WIRC


PPT – Landmark Judgments in Corporate Laws [June 24, 2018] ICSI WIRC.

Coverage:

  • Holding subsidiary relationship and capital gains tax exemptions to wholly owned subsidiary,
  • Power to file a suit on behalf of Co. : Is the defect in authorization curable?
  • Can a third party inspect Register & Returns of a private company?
  • Whether agreement between shareholders of a company binds the company?
  • Whether Comfort Letter is guarantee?
  • 70 year age-limit for MD, Whole Time Director, Manager – Whether retrospective or prospective?
  • Disqualification of Directors – Whether retrospective or prospective?
  • With reference to Alternate Directors – What is the meaning of the term ‘return to the State in not less than 3 months’?
  • Can permanent director be removed from the Co.?
  • Duties of directors – what is meaning of ‘conflict of interest’?
  • Liability of directors w.r.t. non-payment of taxes by the company
  • Can 1 director constitute quorum
  • Participation of the directors in the board meeting through video conferencing – Whether right of a director or subject to company’s availability?
  • What is ‘accidental omission’ w.r.t. issue of notice of meeting of shareholders?
  • Proxy for attending general meeting – is it mandatory to appoint a proxy by proxy form only?
  • In Corporate Restructuring cases, Can Court obtain the approval of the shareholders by postal ballot & e-voting only? Can the Court convened meeting be completely dispensed?

June 2018

PPT – All About Private Companies – presented at ICAI Mangalore Branch


PPT – All About Private Companies – presented at ICAI Mangalore Branch.

Covered the below IMP provisions under Companies Act, 2013, Companies (Amendment) Act, 2017 & MCA Notifications:
* Definitions – Pvt. Co, Small Co, One Person Company, Regd. Start-Up,
* Legal status of Private Co. subsidiary of Public Co.,
* Deposits from members, directors and their relatives,
* Loans to Directors (under revised provisions),
* Related Party Transactions,
* Directors & Board Meetings – IMP check points for CAs,
* Shareholders Meetings,
*Director Appointment & Remuneration – Applicability & exemptions, limits, if any,
*Exemptions under June 5, 2015 & June 13, 2017 Notification issued by MCA


June 2018

Mandating transfer of securities only in demat form – Whether in interest of security holders?


Journal Section of Practical Lawyer, June 2018 Issue. Citation (2018) PL June 72

SEBI Board’s decision (in meeting held on March 28, 2018) that will have a direct impact on the retail investors is mandating transfer of securities only in dematerialized form. This article is an analysis of the impact of this decision on retail investors and compliance of listed companies. There is discussion on: (i) Present provisions, (ii) SEBI Board’s decision and rationale, (iii) Impact and Analysis

I have concluded by stating that the extant provision allows security holder to hold the securities of a listed entity either in physical mode or dematerialized mode. The present Regulations also allow transfer of securities as per convenience of the investor and in accordance with the said provisions. The retail investor’s freedom will be taken away if SEBI mandates transfer of securities only in dematerialized form.

Disclaimer

Article has been first published in EBC’s Practical Lawyer Journal and Copyright belongs to EBC / SCC Online. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither EBC / SCC Online nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


June 2018

Buy Back under Companies Act, 2013 – Provisions & Procedure


June 7, 2018 [2018] 94 taxmann.com 45 (Article)

This article is an analysis of the provisions, compliances relating to buy back of shares under section 68 of the Companies Act, 2013 and Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. For ensuring the compliance of buy-back, this article would be relevant for all companies – whether listed or not.

Disclaimer

Article has been first published on Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2018

PPT – Decoding Companies (Amendment) Act, 2017 at ICAI, Nagpur Branch


PPT – Decoding Companies (Amendment) Act, 2017 at ICAI, Nagpur Branch. Presented on May 26, 2018. The focus of the presentation was on key amendments relevant for Chartered Accountants and more specifically amendments relating to Private Companies / Unlisted Public Companies. There was discussion on impact of amendments on Statutory Audit for 2017-2018 and 2018-2019.


May 2018

SEBI relies on Secretarial Audit Reports of ‘suspected shell companies’ for identifying grave lapses in Related Party Transactions


Souvenir Golden Jubilee Year National Conference of Practising Company Secretaries (19th Edition)

This article gives a regulatory background of imposing trading restrictions on 331 ‘suspected shell companies’ (with necessary reference to the SEBI communication and SAT order). Then, there is a detailed case-study based discussion, wherein SEBI has called upon and relied on the Secretarial Audit Report of ‘suspected shell companies’ for identifying the compliance level for related party transaction.

In the 4 case laws discussed in the article, SEBI has directed forensic audit of a listed company by independent director. At this time it will be pre-mature to comment on the outcome of the forensic audit, however, it is noteworthy that the Secretarial Audit Report issued by a Practising Company Secretary is considered by SEBI for the purpose of identifying: (i) Misrepresentation including of company’s financials and/or its business, (ii) Misreporting of related party transactions and dealings of the company with or through directors, (iii) Failure to provide explanation and clarify the reason for director’s disclosure of self-declared income as earned from accommodation entries, (iv) Loans from companies in which directors are common.

The dependency of the Market watchdog / Securities Market Regulator itself is an indication that the Secretarial Audit and Secretarial Audit Reports is a value addition to all the stakeholders, including the regulators and Government. It is also worth appreciating the qualifications provided by respective Secretarial Auditor in the Report of the each company.

Disclaimer

Article has been first published by ICSI and Copyright belongs to ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2018

PPT – All About Private Companies under Companies Act, 2013


PPT – All About Private Companies under Companies Act, 2013 at ICAI, Pune Branch on May 19, 2018.


May 2018

Note on the Key Exemptions to Private Companies under Companies Act, 2013


Note on the Key Exemptions to Private Companies under Companies Act, 2013.


May 2018

Bombay HC rejected application for modifying Demerger Scheme, maintained the ‘basic fabric’ of the Scheme


Sanhita (Monthly Newsletter of Pune Chapter of ICSI) [Feb. March 2018]

Bombay High Court rejected application for modifying Demerger Scheme, maintained the ‘basic fabric’ of the Scheme. The HC held that Scheme modification for availing tax benefits would amount to tampering with essence of the Scheme.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2018

Whether 93 amendments to the Companies Act, 2013 are adequate for ‘ease of doing business’?


TAXLAWGiST 3rd Edition

The Companies (Amendment) Act, 2017 has amended 93 sections of the Companies Act, 2013. However the moot question is whether the 93 amendments to the company law are up to the industry expectations and are adequate for ‘ease of doing business’ in India? Whether the amendments have addressed majority of the lacunas and interpretational issues in the company law? The article deliberates on these issues.

Disclaimer

Article has been first published on TaxScan / TAXLAWGiST and Copyright belongs to TaxScan / TAXLAWGiST. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither TaxScan / TAXLAWGiST nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2018

Participation in board meeting through video conferencing – Whether right of a director or subject to availability of facility by company


COMPANY CASES [(2018) 2 Company Cases-OL.] May 4, 2018

This article is an analysis of the provisions relating to the participation in board meeting through video conferencing. In a recent judgment, the NCLAT considered the issue about director’s participation in board meeting through video conferencing – Whether it is right of a director or whether is subject to availability of facility by company?

Disclaimer

Article has been first published on Company Cases (CLI) and Copyright belongs to Company Cases (CLI). The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Company Cases (CLI) nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2018

Borrowing Powers of Company – Provisions, Exemptions & Case laws under Companies Act, 2013


Taxmann – [2018] 93 taxmann.com 88 (Article) [May 7, 2018]

This article is an analysis of the provisions, exemptions & compliances for private companies and public companies under section 179 and section 180 of the Cos. Act, 2013. The focus of the article is primarily on borrowing powers of the company. There is also a discussion on the prominent case laws relating to the subject.

Disclaimer

Article has been first published on Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


April 2018

‘Significant Beneficial Owners’ – provisions warranting significant overhaul


Taxindiaonline.com (Corporate Laws). This article is a critical analysis of sub-section (1) of section 90 of the Companies Act, 2013 (introduced by Companies (Amendment) Act, 2017). The focus of the article is on the hurdles and interpretation issues in complying with the said provisions.

Disclaimer

Article has been first published on Taxindiaonline.com (Corporate Laws) and Copyright belongs to Taxindiaonline.com (Corporate Laws). The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxindiaonline.com (Corporate Laws) nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


March 2018

‘Loans to Directors’ under Companies (Amendment) Act, 2017


Sanhita (Monthly Newsletter of Pune Chapter of ICSI) Jan. 2018 issue.

Section 185 of Companies Act, 2013 (relating to loans to directors) has been completely substituted by the Companies (Amendment) Act, 2017. This article is an analysis of revised Section 185 vis-à-vis the erstwhile provisions of section 185 of the Act.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


March 2018

PPT – Critical Issues in Companies (Amendment) Act, 2017


PPT on the ‘Critical Issues in Companies (Amendment) Act, 2017’ at Thane Chapter of ICSI on March 11, 2018 (Sunday). The session was a part of 5 days program on Companies Act.


March 2018

Book titled as “Understanding Companies (Amendment) Act, 2017”


It gives me immense pleasure to share my first book, titled as Understanding Companies (Amendment) Act, 2017.

In the book, each section of the Amendment Act is analyzed as follows: (i) Extant provisions of Companies Act, 2013 (i.e. before amendment),(ii) Amendment by the Amendment Act, 2017, (iii) Analysis of the amendment and its impact on the corporates and practising professionals on corporate secretarial compliance, (iv) Summary of recommendations made by the Companies Law Committee, (v) Summary of recommendations made by the Standing Committee on Finance.

The book also contains a summary in tabular format on the key amendments relating to: (i) Private company, (ii) Public company (listed or unlisted), (iii) Directors & Key Managerial Personnel, (iv) Statutory Auditors, (v) Tribunal, Appellate Tribunal and Special Courts. In my view, all the provisions of the Amendment Act has an impact on the working of company secretaries (in employment or practice).

I hope you will find this book useful in having a better understanding of the amendments to the Companies Act, 2013. I request you to offer comments and suggestions at gp@csgauravpingle.com .


February 2018

Deciphering provisions of ‘Significant Beneficial Owners’ under Companies (Amendment) Act, 2017


Corporate Law Adviser [2018] 142 CLA (Mag.) 13

The Companies (Amendment) Act, 2017 has replaced section 90 of the Companies Act, 2013. The substituted section relates to ‘Register of significant beneficial owners in a company’. This article is a clause by clause analysis of section 90 of the Companies Act, 2013 with necessary references to the Rules which will be notified soon by the Government. The analysis relates to applicability of section 90 of the Companies Act, identifying the significant beneficial owners, obligation of the significant beneficial owners and the company, application to National Company Law Tribunal and penal provisions.

Disclaimer

Article has been first published on CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


February 2018

Companies (Amendment) Act, 2017 – Key Changes


TAXSCAN’s e-Journal ‘TAXLAWGiST’

Article is an analysis of the key amendments to the Companies Act, 2013 by Companies (Amendment) Act, 2017.

Disclaimer

Article has been first published in TAXSCAN’s e-Journal ‘TAXLAWGiST ’and Copyright belongs to Taxscan. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxscan nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2018

Undertaking: A Judicial Perspective


Taxmann [2018] 89 taxmann.com 330 (Article)

This article focuses on clause (a) of sub-section (1) of section 180 of the Act, which relates to approval of shareholders by special resolution where the board resolves to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. This article is a compilation of interpretation of the term ‘undertaking’ by various Court in India. The concept of ‘undertaking’ is of great significance under the Companies Act, as it defines the scope of the powers of the board of directors in relation to the shareholder’s approval.

Disclaimer

Article has been first published on Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2018

Whether transaction between group companies requires compliance of Related Party Transactions


Taxmann [[2018] 89 taxmann.com 37 (Article)]

This article is an analysis of the provisions of ‘Related Party Transactions’ under the Companies Act, 2013. Ultimately, it deliberates on – Whether transaction between group companies requires compliance of Related Party Transactions under Companies Act, 2013?

Disclaimer

Article has been first published by in Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2018

PPT – Directors’ Disqualification, CODS 2018, Company Strike off & Restoration


Power Point Presentation on “Directors’ Disqualification, CODS 2018, Company Strike off & Restoration” at ICSI, EIRC on January 6, 2018 at Kolkata.


December 2017

Analysis of Condonation of Delay Scheme, 2018 [CODS, 2018]


Even before the calendar year 2017 is over, the Ministry of Corporate Affairs has issued a Scheme for 2018 – Condonation of Delay Scheme, 2018 – ‘CODS, 2018’. The Scheme has been introduced by issuing a Circular [No. 16 / 2017 dated Dec. 29, 2017]. The write-up is an analysis of the Scheme introduced by Ministry.


December 2017

Condonation of Delay Scheme, 2018 – MCA Circular No. 16, December 29, 2017


Condonation of Delay Scheme, 2018 (CODS, 2018) has been introduced by issuing MCA Circular [No. 16 / 2017 dated Dec. 29, 2017]. It is a write-up analysing the of the Scheme w.r.t. its introduction, background, liability and prosecution, applicability, key features of the eForm CODS, 2018


December 2017

Key Amendments in Cos. (Amendment) Bill, 2017 & E-Filing


PPT on “Key Amendments in Cos. (Amendment) Bill, 2017 & E-Filing” presented by Gaurav Pingle at ICAI WIRC at the Companies Act, 2013 Seminar.


December 2017

Highlights of Companies (Amendment) Bill, 2017 – Relevant for CAs


Highlights of Companies (Amendment) Bill, 2017 – Relevant for Chartered Accountants. The document is drafted by Gaurav Pingle, Company Secretary. The document was circulated at the Seminar of on Companies Act, 2013 conducted by ICAI WIRC.


December 2017

HC interprets IEPF Rules, suggests simplification & protects investor interest


[2017] 88 taxmann.com 174 (Article) This article is an analysis of the recent Delhi Court’s order (dated December 5, 2017, in the matter of India Awake for Transparency v. Union of India [2017] 88 taxmann.com 101 (Delhi) ). The petitioner has not questioned the validity of Section 124(6) of the Companies Act, 2013, however, exhaustive submissions were made w.r.t. the lack of clarity in the IEPF Rules and amendments by the Circulars issued by the Central Government.

The article provides a background of the provisions under the Companies Act, 1956 and Companies Act, 2013, submissions made by the petitioner and the key observations of the High Court. The article concludes with the impact of the Delhi High Court ruling on the India Inc.

 

Disclaimer

Article has been first published by in Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2017

Key Observations of Delhi HC ruling on IEPF provisions under Cos. Act, 2013


In an interesting development, which will have an impact on India Inc., the Delhi HC (in India Awake for Transparency Vs UoI) interpreted provisions relating to ‘Unpaid Dividend Account’ under Cos. Act, 2013 & Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.


November 2017

SEBI exonerates Independent Directors for dividend non-payment, notes Board Meeting Minutes for concerns flagged


[2017] 87 taxmann.com 121 (Article)

One of the most discussed issues in Company Law and Securities Law is the liability of the directors and more specifically liability of the Independent Directors (IDs). This article is an analysis of the SEBI order in respect of the liabilities of IDs listed w.r.t. the non-payment of dividend within prescribed time.

Disclaimer

Article has been first published on Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2017

Analysis of proposed amendments to Shareholders’ Meetings & Board Meetings under the Companies Amendment Bill, 2017


Souvenir – Pune Residential Conference [September 8 – 9 , 2017]

 

Companies (Amendment) Bill 2017 was presented and passed in Lok Sabha on July 27, 2017. This article is an analysis of the impact of proposed amendments relating to shareholders’ meetings and board meetings.

Disclaimer

Article has been first published by Pune Chapter of ICSI / ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI / ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.



September 2017

10 Important Key Takeaways for Directors from Companies Amendment Bill, 2017


Sampada [MCCIA’s Monthly Magazine] September 2017 issue

Companies (Amendment) Bill 2017 was presented and passed in Lok Sabha on July 27, 2017. This article is an analysis of the impact of the important takeaways for directors from the Amendment Bill.

Disclaimer

Article has been first published by MCCIA and Copyright belongs to MCCIA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither MCCIA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2017

Revival of de-registered companies & the way forward


Sampada [MCCIA’s Monthly Magazine] August 2017 issue

Article is an analysis of the provisions and procedure for revival of de-registered company. It also deliberates on the activities to be undertaken by companies, in order to avoid de-registration of companies.

Disclaimer

Article has been first published by MCCIA and Copyright belongs to MCCIA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither MCCIA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


July 2017

High Court interprets Arbitration Act, powers of Arbitrator vis-à-vis Doctrine of lifting of Corporate Veil


Company Cases Vol. 203: Part 2. Page No. 125

The Doctrine of Lifting of Corporate Veil is applied where the shareholders/directors take the undue advantage of one of the features of Company i.e. ‘corporate legal personality’ separate from its directors and shareholders. The Doctrine is applied in certain exceptional cases, whereby the Court is entitled to lift the veil of corporate entity and to pay regard to the economic realities behind the legal facade. This article is an analysis of the recent Delhi High Court’s judgment . The article contains the broad facts of the case, issues involved, reference to doctrine of lifting of corporate veil w.r.t. the Arbitral Tribunal and analysis of the outcome of the case.

Disclaimer

Article has been first published by in Company Cases and Copyright belongs to Company Cases. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Company Cases nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.



July 2017

Appointment of Managerial Personnel under Companies Act, 2013


Corporate Law Adviser [[2017] 139 CLA (Mag.) 15]

This article is an analysis of provisions of Section 196 of the Companies Act, 2013 (‘Act’) that relates to the appointment of MD, WTD and Manager in a company. The article covers the basic concepts, procedure for appointment, tenure of appointment, age – limit, disqualifications, etc. The article also covers the case laws on some of the critical provisions of Section 196 of the Act and other related provisions.

Disclaimer

Article has been first published by in CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


July 2017

MCA extends exemptions under Company Law to Private Companies & Start-Ups


Sampada [MCCIA’s Monthly Magazine] July 2017 issue

Article is an analysis of the exemptions granted to the Private Companies and Start-Ups by MCA notication dated June 13, 2017

Disclaimer

Article has been first published by MCCIA and Copyright belongs to MCCIA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither MCCIA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


July 2017

Critical Analysis of the Exemptions granted to Private Companies under Companies Act, 2013


Corporate Law Adviser [[2017] 139 CLA (Mag.) 1]

Article is a critical analysis of the exemptions granted to the Private Companies and Start-Ups by MCA notication dated June 5, 2015 and June 13, 2017

Disclaimer

Article has been first published by in CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2017

Curious Case of open-ended shareholders’ approval for Related Party Transactions


Sanhita [Monthly Newsletter of Pune Chapter of ICSI]

Sanofi India Ltd., in its 61st Annual General Meeting, proposed a resolution for shareholders’ approval. The resolution related to shareholders’ approval for the Related Party Transaction under Cos. Act, 2013 and Reg. 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The article is summary of facts, analysis of the provisions relating to ‘related party transactions’, reference of Proxy Advisory Firm’s Report, analysis of the Corporate Governance issues in the said transaction.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2017

Modes of obtaining approval of the Board of directors under Company Law


Company Cases Vol. 202, Part: 4. Page: 119

Companies Act, 2013 prescribes the mode of obtaining approval of shareholders and board of directors. The Act provides for: (i) Certain powers to be exercised by board of directors, (ii) Certain powers to be exercised by board of directors at its meeting only and (iii) Certain powers to be exercised by Board of directors with the approval of the shareholders. The article focuses on the process of obtaining board approval, provisions relating to board meeting through video-conferencing or audio-video means, etc.

Disclaimer

Article has been first published by in Company Cases and Copyright belongs to Company Cases. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Company Cases nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2017

Can Financial Statements of company be approved by Board of Directors in its meeting held through Video Conferencing?


Taxmann [2017] 81 taxmann.com 214 (Article)

The article analyses the provisions of the Companies Act, 2013 with respect to the director’s powers. Ultimately, the article deliberates on the contentious issue – Whether Board of directors can approve the financial statements of company in its meeting held through Video Conferencing?

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Article has been first published by in Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2017

All about Managing Director’s Appointment under Company Law


Sampada [MCCIA’s Monthly Magazine]

With respect to the appointment and remuneration of Managing Director, there is adequate compliance and disclosures under the Companies Act, 2013 (‘Act’), Income Tax Act, Accounting Standards, etc. This article focuses on the appointment of MD under Section 196 of the Cos. Act, 2013.

Disclaimer

Article has been first published by MCCIA and Copyright belongs to MCCIA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither MCCIA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


April 2017

Companies (Amendment) Bill, 2016 and Key Suggestions made by Standing Committee


Institute of Cost Accountants of India, WIRC [[2017] 137 CLA (Mag.) 19 ]

The article analyses the Key suggestions made by the Standing Committee which would be considered for necessary changes in the Companies (Amendment) Bill, 2016.

Disclaimer

Article has been first published by Institute of Cost Accountants of India, WIRC and Copyright belongs to Institute of Cost Accountants of India, WIRC. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Institute of Cost Accountants of India, WIRC nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


March 2017

Can company pay commission on monthly basis to Independent Directors?


Corporate Law Adviser [[2017] 137 CLA (Mag.) 19 ]

SEBI, in its Board Meeting held on January 14, The article analyses the provisions relating to payment of remuneration to non-executive directors under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The article ultimately deliberates on the provisions (and permissibility) of payment of commission on monthly basis to the independent directors.

Disclaimer

Article has been first published by CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 

 


February 2017

Decoding established Principles of ‘Removal of Director’ under Company Law


Corporate Law Adviser [Feb. 2017 136 CLA (Mag.) 37]

The provisions relating to ‘Removal of Director’ under Companies Act, 2013 has been in limelight ever since Tata – Mistry boardroom erupted. However, in the past, Apex Court, High Courts and Company Law Board (now, National Company Law Tribunal, ‘NCLT’) has laid down established principles. This article is a compilation and analysis of the established principles for removal of director under Section 284 of Companies Act, 1956.

Disclaimer

Article has been first published by CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2017

Corporate Governance issues in Tata-Mistry Battle


Presentation by Gaurav Pingle, Company Secretary at the Corporate Law Cell of ILS

2-hours presentation by Gaurav Pingle, Company Secretary at the Corporate Law Cell of ILS. Presentation included basics of Co. Law, shareholding structure within Tata group, key legal issues and corporate governance issues in dispute, probable legal remedies. Deliberation also included the status of petitions/applications pending before NCLT and HC (defamation).

Disclaimer

Copyright of the PPT belongs to Gaurav Pingle. This PPT has been uploaded / published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter.Matter was sub-judice at the time of making the presentation.



January 2017

Unsettling the ‘settled principle’ – Dispensation of shareholders’ meeting under Compromises, Arrangements & Amalgamations


ICSI – EIRC Journal

Article analyses the recent orders of NCLT under Compromises, Arrangements & Amalgamations. Article analyses the NCLT order issued under the Cos. Act, 2013 vis-à-vis the principle settled by the High Court under Companies Act, 1956.

Disclaimer

Article has been first published by ICSI-EIRC and Copyright belongs to ICSI-EIRC. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither ICSI-EIRC nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2017

Bombay High Court clears air on “Nominee” under the Compaines Act


Company Cases Journal [200 COMPANY CASES Part 3 Dated Jan. 20, 2017]

Nomination of shares under Co. law and litigation on thereupon has been in the limelight for many years. The law relating to title of shares after the death of the member has been deliberated and litigated in various Courts and Tribunals. This article is an analysis of provisions relating to ‘right of nomination’ pursuant to Sec. 109A of Cos. Act, 1956 and Sec. 72 of Cos. Act, 2013 in relation to the recent Bombay HC rulings with necessary reference to the principles laid down by Supreme Court in other landmark cases.

Disclaimer

Article has been first published by Company Cases [CLI] and Copyright belongs to Company Cases [CLI]. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Company Cases [CLI] nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2017

Analysis of Report of Standing Committee on Companies (Amendment) Bill, 2016


Taxmann [2017] 77 taxmann.com 170 (Articles)

Cos. (Amendment) Bill 2016 was introduced in Lok Sabha on Mar. 16, 2016, however Bill was referred to Standing Committee on Finance on April 12, 2016 for examination & Report thereon. Representations were made by Professional Institutes, Industry Bodies & MCA. The Committee submitted its report on Dec. 1, 2016. This article is a clause-by-clause analysis of the Report submitted by the Committee, along with summary and analysis of the representation made by MCA and / or Professional Institutes.

Disclaimer

Article has been first published by Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2016

Can Co. provide detailed provisions in its AoA for effective date for director’s resignation?


Sanhita

Date on which director ‘effectively’ resigns is the crux of provisions for determining liabilities under Company Law, Securities Law, Negotiable Instruments Act, Labour Law and Taxation Laws. This article is an analysis of the provisions of resignation of directors under Companies Act, 1956 vis-à-vis Companies Act, 2013 with necessary reference to prominent case laws.

Disclaimer

Article has been first published by Pune Chapter of ICSI (in Sanhita) and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI / ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2016

Role of CS in Compliance Management and Compliance Audit


Legasis

The article is a brief introduction to the role of Company Secretary (in employment and in practice) in the specfic domain of ‘Compliance Management and Compliance Audit’,

Disclaimer

Article has been first published by Legasis and Copyright belongs to Legasis. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Legasis nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2016

‘Private company subsidiary of Public company’ – Impact and Analysis of provisions of the Companies Act, 2013


Corporate Law Adviser [[2016] 134 (Mag.) 33]

Article is an analysis of the applicability of the various provisions of the Companies Act, 2013 to private company which is subsidiary of public company.

Disclaimer

Article has been first published by CLA and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2016

Decoding ‘liberalised’ Mangerial Remuneration


Taxmann [[2016] 73.taxmann.com 292 (Article)]

On Sep. 12, 2016, MCA issued a Notification and amended Schedule V of Cos. Act, 2013. Vide the amendment, there is a change in provisions relating to ‘managerial appointment’ & ‘managerial remuneration’. Article is a critical analysis of said amendments and its impact on India Inc. with respect to determining managerial remuneration where the company has no profit or inadequate profit.

Disclaimer

Article has been first published by Taxmann and Copyright belongs to Taxmann. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Taxmann nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


June 2016

Niche areas & essential attributes required for being e-CS (Entrepreneur CS)


Souvenir of WIRC’s Annual Regional Conference of ICSI (2016)

Article is a compilation of the niche areas of practice by Company Secretaries and the essential attributes that he / she ought to imbibe for thinking ‘out of the box’ for becoming an Entrepreneur CS.

Disclaimer

The article has been first published in Souvenir of WIRC’s Annual Regional Conference of ICSI (2016) and the copyright belongs to the WIRC / ICSI, the same has been published on this portal for the benefit of the visitors. The material contained in the article is not intended to replace appropriate professional advice required before acting on any matter. Neither WIRC ICSI / ICSI nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


June 2016

Cos. Amendment Bill,2016 – Proposed amendments in provisions relating to Managerial Remuneration


ICSI Bengaluru Chapter’s Communique

This article is a compilation and analysis of the proposed amendments to the Companies Act, 2013 relating to managerial remuneration under Section 197 of the Act.

Disclaimer

The article has been first published by Bengaluru Chapter of ICSI and the copyright belongs to the Bengaluru Chapter / ICSI, the same has been published on this portal for the benefit of the visitors. The material contained in the article is not intended to replace appropriate professional advice required before acting on any matter. Neither Bengaluru Chapter of ICSI / ICSI nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


June 2016

Related Party Transactions – What is the Role of a Company Secretary


CimplyFive’s Monthly Newsletter

The article contains brief disucssion of the checklist for the compliance of Related Party Transasctions (Sec. 188 of Cos. Act, 2013) provisions.

Disclaimer

The article has been first published by CimplyFive Corporate Secretarial Services Pvt. Ltd.and the copyright belongs to CimplyFive Corporate Secretarial Services Pvt. Ltd. the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CimplyFive Corporate Secretarial Services Pvt. Ltd. nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


May 2016

Companies Amendment Bill, 2016 – Proposed Changes in Related Party Transactions


Corporate Law Adviser

This article is a compilation and analysis of the proposed amendments in ‘Related Party Transactions’ in the Companies Act, 2013 vide the Companies (Amendment) Bill, 2016.

Disclaimer

The article has been first published by CLA and the copyright belongs to the CLA, the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.


April 2016

An Analysis of OECD Principles of Corporate Governance vis-à-vis Indian Corporate Laws


Chartered Secretary

Article is a compilation and analysis of OECD Principles of Corporate Governance with Indian corporate laws. There is comparative analysis of Indian corporate laws with each OECD Principle citing commonalities and differences in the same.

Disclaimer

The article has been first published by Chartered Secretary and the copyright belongs to the Chartered Secretary / ICSI, the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither Chartered Secretary / ICSI nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.