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?

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.

 


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.

 


April 2016

Proposed Amendments in ‘definitions’ of the Companies Act, 2013


ICSI Bengaluru Chapter – Communique

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

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 journal 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.

 


April 2016

Companies Amendment Bill, 2016 – Proposed changes in Directors’ Appointment & Resignation


Sampada, Monthly Magazine of MCCIA

This article is a compilation and analysis of the proposed amendments in directors’ appointment and resignation in the Companies Act, 2013 vide the Companies (Amendment) Bill, 2016.

Disclaimer

The article has been first published by MCCIA and the copyright belongs to the MCCIA, 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 MCCIA 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.

 


March 2016

Companies Amendment Bill, 2016 – Proposed amendments in ‘Meetings’ related provisions in Cos. Act, 2013


ICSI – Mysore Chapter, eMagazine

This article is a compilation and analysis of the proposed amendments (vide Companies Amendment Bill, 2016) in the provisions relating to the meetings (board meeting and general meeting) in the Act.

Disclaimer

The article has been first published by Mysore Chapter of ICSI and the copyright belongs to the Mysore Chapter / 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 Mysore 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.

 


March 2016

Analysis of noteworthy M&A Ruling in 2015


FOCUS – ICSI, WIRC, eNewsletter

Corporate Restructuring schemes under Section 391-394 of the Cos. Act, 1956 are one of the most deliberated topics in the corporate laws. Such scheme includes merger, amalgamation, demerger and arrangements by company with its shareholders or creditors. Article contains detailed analysis (broad facts, objections raised) of significant and noteworthy rulings in 2015 on the schemes relating to M & A.

Disclaimer

The article has been first published by FOCUS (WIRC’s eNewsletter) and the copyright belongs to the FOCUS / 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 FOCUS / 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.

 


February 2016

Audit committee’s omnibus approval for related party transactions


Corporate Law Adviser

Article contains analysis of Audit Committee’s omnibus approval to Related Party Transactions under: (i) Cos. (Meetings of Board and its Powers) (Second Amendment) Rules, 2015, (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is also deliberation on variance in Audit Committee’s omnibus approvals under Act and Listing Regulations.

Disclaimer

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

 


January 2016

Comprehending ‘Related Parties’ under Companies Act, 2013


NIRC – ICSI – Newsletter

Article is an analysis of sub-section (76) of Sec. 2 of Cos. Act, 2013 and corresponding Co. Rules. The article deciphers the related parties and also analyses the impact of the MCA Notification dated June 5, 2015, that provides exemptions to private cos.

Disclaimer

The article has been first published by NIRC-ICSI and the copyright belongs to the NIRC-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 NIRC-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.

 


December 2015

Proposed Start-up Policy: A Review


ICSI Bangalore Chapter Communique

With an intention of boosting entrepreneurship, innovation and job creation, DIPP is in the process of rolling out a separate legislation for start-ups. The objective is to refine the extant cumbersome process of compliances under different legislations, article is an analysis of the proposed Act / Policy for start-ups.

Disclaimer

Article has been first published by Bangalore Chapter of ICSI and Copyright belongs to Bangalore 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 Bangalore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2015

Analysis of Ease of doing business initiatives under Companies Act, FEMA & Allied Laws


Souvenir – 43rd National Convention of Company Secretaries (Theme: Make in India)

NDA Govt. came into power with the claimed motto of ‘ease of doing business in India’ and ‘Make in India’. While ‘Make in India’ concept encourages manufacturing in India, ‘ease of doing business’ concept aims to liberalize the laws/compliance procedures for the purpose of doing business in India. Taking into consideration the difficulties faced by foreign investors to invest in India due to Govt. approval, difficult exit option, and various other compliances/conditions, Govt. has announced various amendments not only to FDI policy but also Cos. Act and allied laws. Article is compilation & analysis of such amendments introduced for ‘ease of doing business in India’.

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 Authors are responsible in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


November 2015

Deciphering ‘Associate Company’ under Companies Act, 2013


ICSI Mysore eMagazine September 2015

In this write-up, there is deliberation on ‘associate company’ as defined under the Companies Act, 2013. It is extremely essential to comprehend and apply the meaning of ‘associate company’ as the definition has a very wider impact on the compliance of key provisions which includes, determination of related party, preparation of the financial statements, eligibility, qualifications and disqualifications of auditors, appointment of independent directors, Related Party Transactions, restriction on non-cash transactions involving directors, etc.

Disclaimer

Article has been first published by Mysore Chapter of ICSI and Copyright belongs to Mysore 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 Mysore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2015

Demystifying ‘ordinary course of business’ in the context of related party transaction


Corporate Law Adviser

In this article, the expression ‘ordinary course of business’ has been demystified. The expression is referred to in the third proviso to sub-section (1) of section 188 of Cos. Act, 2013 (which relates to Related Party Transaction), wherein the approval process and compliance regime are prescribed for certain prescribed contracts / arrangements with prescribed parties. ‘Ordinary course of business’ is a relative term and cannot be applied as thumb rule for all companies. Article contains deliberation on expression with reference to tax laws and broad factors for determining the same.

Disclaimer

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

 


October 2015

Pricing of RPTs under Cos. Act, 2013 & Listing Regulations


Published by – ICSI Mysore eMagazine

The article is an analysis of the provisions of the Cos. Act, 2013 and Listing Agreement with respect to pricing of Related Party contracts / arrangements, considering the varied provisions in both legislations.

Disclaimer

Article has been first published by Mysore Chapter of ICSI and Copyright belongs to Mysore 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 Mysore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2015

Overview of Related Party Transactions under Cos. Act


Sampada (Monthly Magazine of Mahratta Chamber Of Commerce Industries & Agriculture, Pune)

With respect to Section 188 of Cos. Act, 2013 (that relates to Related Party Transactions), the article simplifies the basic provisions of RPTs, related parties, arms’ length transaction, complexities involved in compliance and reporting, etc.

Disclaimer

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

 


September 2015

Absurdities in RPT disclosures in Board’s Report


140 ICSI Mysore eMagazine September 2015

The article is an analysis of the disclosure requirements relating to the related party transactions in Directors Report, as contemplated in Section 134, 188 of Cos. Act, 2013 and Rules made there under.

Disclaimer

Article has been first published by Mysore Chapter of ICSI and Copyright belongs to Mysore 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 Mysore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2015

Tools Of Corporate Governance Under The Companies Act, 2013


Published by – National PCS Conference Kochi

Under Cos. Act, 2013, various provisions makes the cos. and management more accountable, transparent and ensure that stakeholders are provided with adequate disclosures for the purpose of decision-making. The article is compilation of such select provisions which provides a ‘tool for corporate governance’. Few of these tools have been incorporated for the first time in the Indian Company Law, while few of the provisions existed under Cos. Act, 1956 but were not mandatory, but were adopted as a good corporate practice and few of the tools were mandatory under the Listing Agreement.

Disclaimer

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

 


August 2015

Exemptions from RPT provisions under Cos. Act, 2013


Corporate Law adviser

Article is an analysis of the impact on the practicing professionals and corporates, with respect to the exemptions of Related Party Transactions compliance, where in such exemption has been introduced in Cos. Act, Cos. Amendment Act, Amendment Rules, MCA Circulars and Notifications.

Disclaimer

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

 


August 2015

Overview of Secretarial Standards


Sampada

Notification of the Secretarial Standards (SS) in Official Gazette has been one of the most significant achievements of ICSI. The article covers the overview of SS, applicability to the companies, its importance, advantages and goals.

Disclaimer

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

 


July 2015

Concept of ‘Entrenchment’ in the Companies Act 2013


Corporate Law adviser

Sub-sections (3) to (5) of section 5 of Cos. Act, 2013 contains provisions relating to ‘entrenchment’. Article deliberates the concept along with its practical application and suitability to companies in present scenario.

Disclaimer

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

 


July 2015

Analysis of SC Ruling that confirms NCLT’s validity and skill sets required for exploiting the golden opportunity


National Company Law Tribunal Conclave

Article contains the analysis of the SC ruling confirming the validity of NCLT / NCLAT and also provides list of professional opporunities that have opened for Company Secretaries, along with the skill set required for developing practice in this area.

Disclaimer

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

 


June 2015

Analysis & impact of Apex Court’s Ruling confirming constitutional validity of company law tribunals


Corporate Law adviser

The validity of NCLT / NCLAT was one of the most debated issues in the company law since the introduction of Cos. (Second Amendment) Act, 2002 to the Cos. Act, 1956. Controversy was put to rest by SC in 2010 in UOI Vs R Gandhi, President, Madras Bar Association, wherein constitutional validity of NCLT / NCLAT was upheld. Such provisions are included in Cos. Act and were again challenged. Article is an analysis of the SC judgment dated May 14, 2015.

Disclaimer

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

 


June 2015

Secretarial Standard – 2: Analysis of E-voting provisions


Chartered Secretary (Monthly Magazine of ICSI, New Delhi)

Notification of the Secretarial Standards (SS) in Official Gazette has been one of the most significant achievements of ICSI. Article is a compilation and analysis of provisions relating to e-voting and remote e-voting (SS – 2). Article covers its applicability, contents of notice of meeting, agenda items to be approved by Board of Directors, provisions relating to conduct of e-voting and provisions relating to Scrutiniser’s Report and declaration of results.

Disclaimer

Article has been first published by ICSI, New Delhi and Copyright belongs to ICSI, New Delhi. 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 in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2015

MCA simplifies Board Approval and reporting mechanism


Sampada (Monthly Magazine of Mahratta Chamber Of Commerce Industries & Agriculture, Pune)

Article is an analysis of the impact of MCA Notification dated March 18, 2015 wherein Cos. (Meetings of Board and its Powers) Rules, 2014 were amended and the approval process and reporting requirements have been eased.

Disclaimer

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

 


May 2015

Comprehending Related Party Transactions under Listing Agreement


published by – Corporate Law adviser

RPTs’ has been the buzz word for India Inc. for at least last 12-14 months & the corporate secretarial department of companies have been identifying the ‘related parties’ and prescribed ‘transaction’ under Cos.Act, 2013 & Listing Agreement for ensuing pro-active and desired compliance. RPTs by listed companies regulated by both – CA, 2013 & Clause 49 of Listing Agreement (amended vide SEBI Circular dated April 17, 2014 & September 15, 2014). Though, there are some apparent conflicting RPT provisions in CA, 2013 and amended Clause 49 of Listing Agreement, the articles elucidated on the analysis of compliance and disclosures under revised Cl. 49 of Listing Agreement only.

Disclaimer

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

 


February 2015

Court is not a Meticulous Accountant – Bombay High Court in Cadbury India’s Capital Reduction case – Analysis of Judgment


FOCUS (Monthly Newsletter of ICSI – WIRC)

Bombay HC passed a landmark judgement in the matter of Cadbury India Limited, relating to share valuation in the matter of share capital reduction. The ruling analysis includes (i) fact of case, (ii) summary of objections, (iii) provisions of law, (iv) Principles laid down, (v) Conclusion.

Disclaimer

Article has been first published by WIRC of of ICSI and Copyright belongs to WIRC 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 WIRC of ICSI / ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2014

Board Meeting through Video Conferencing or Audio Visual means


Corporate Law adviser

Article is a compilation and analysis of Cos. Act, 2013 provisions relating to board meeting through video-conferencing or audio visual means. Article includes check points at the time of issuing Notice of board meeting, director’s obligations during participation, mandatory roll call at commencement of meeting, quorum provisions, venue, authentication of statutory registers, etc.

Disclaimer

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

 


September 2014

Significant changes in Managerial Remuneration under Cos. Act, 2013


Sanhita

Article is an analysis of ‘Managerial Remuneration’ under Cos. Act, 2013, with specific reference to definition of remuneration, flexibility in its payment, services rendered in professional capacity, sitting fees, monthly payment of remuneration, remuneration to Independent Directors, disclosures in Boards’ report, Indemnification Insurance, etc.

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 in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2014

Impact of Companies Act, 2013 on the working of Corporates & Practising Professionals


Sampada (Monthly Magazine of Mahratta Chamber Of Commerce Industries & Agriculture, Pune)

Article is an analysis of some radical changes in compliance of Cos. Act, 2013 which will have ultimate impact on decision-making by corporates and practicing professionals. Such changes include: Contents of Memorandum and Articles of Association, printing of new stationery, resident director, disqualification of directors, disclosures of interest by directors, board meetings, circular resolutions, etc.

Disclaimer

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

 


August 2014

Managerial Remuneration under Cos. Act, 2013


Corporate Law adviser

Article is an analysis of provisions of ‘Managerial Remuneration’ under Cos. Act, 2013 It is divided in 4 parts: (i) Analysis of definition of ‘Remuneration’ under Cos. Act 1956 & 2013, (ii) Similar provisions in Cos. Act 1956 & 2013, (iii) Discussion of new provisions under Cos. Act, 2013 and (iv) Deliberation on provisions of remuneration, in case of no profits or inadequate profits.

Disclaimer

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

 


July 2014

Absurdities in Definition of Holding Co. & Subsidiary Companies


Corporate Law adviser

Holding-Subsidiary relationship is the very basic relationship in defining companies as a part of a particular group of companies. Article is an analysis of the definition of holding company & subsidiary company, anomalies in the definitions and solution for rectifying such anomaly.

Disclaimer

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

 


June 2014

One Person Company – Ideal for Entrepreneurs


Sampada (Monthly Magazine of Mahratta Chamber Of Commerce Industries & Agriculture, Pune)

Cos. Act, 2013 has introduced a revolutionary concept in structural form of cos. by introducing the concept of OPC. Such innovative move aims to bring in sweeping changes in corporate world and it has opened doors for entrepreneur looking to set-up a company all by himself. Article is an analysis of basic requirements to form OPC, compliances required post-incorporation and advantages in incorporating OPC.

Disclaimer

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

 


June 2014

All about Electronic Voting


Article published in the Souvenir – Backgrounder for ICSI National Conference of Practising Company Secretaries.

Article is a detailed analysis of the provisions of E-Voting in Cos. Act, 2013 and Rules made there under. It also contains timelines in tabular format with its practical application and the analysis of MCA Circular/Notification through which E-voting has been introduced.

Disclaimer

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

 


June 2014

Analysis of the Bombay High Court Judgment on Court convened meetings & Voting by Postal Ballot


Article in the Souvenir – Backgrounder for Annual Regional Conference conducted by WIRC of ICSI

Article is an analysis of Bombay HC’s judgment which has clarified the provisions for ‘court convened meeting’, passing a resolution through postal ballot and passing a resolution by electronic voting u/s 391-394 of Cos. Act, 1956. In the article, there is also reference to court’s observation about validity of Co. Rules uploaded on MCA portal under Cos. Act, 2013.

Disclaimer

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

 


May 2014

Practical aspects – Number of Directorships


Published by – Corporate Law adviser

There has been an extensive and far reaching change in the provisions relating to number of directorships that a person can hold in accordance with the erstwhile Companies Act, 1956 and the provisions in the Companies Act, 2013 along with the amendment to the Listing Agreement [Clause 49]. Article is an analysis of provisions with some practical examples to help the readers understand its impact.

Disclaimer

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

 


April 2014

Shareholders Activism in Maruti Suzuki


Published by – Sanhita

Article is an analysis of the potential issues in proposed transaction, between:
1. Suzuki Motors Corporation, Japan;
2. Maruti Suzuki India Limited (a Co. listed on BSE & NSE) – subsidiary of Suzuki Motors Corporation, Japan &;
3. Proposed new company – which would be the Suzuki Motors Corporation, Japan.

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 in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.