Presentation on Corporate Law

Presentation on Corporate Law

Register, Return and Meeting of company.

Register• Register of investment held by

co. in name of its nominee Sec.49(7)

• Register charges Sec.143• Register and index of members

Sec.150 & 151• Register and index of debenture

holders Sec.152• Annual Returns Sec.163

Cont……..• Register of contracts in which directors are

interested Sec. 301(5)• Register of directors, manager & secretary

Sec.303• Register of directors shareholding Sec.307• Register of loans and investment Sec.372A• Register of books of accounts Sec. 209(1)

(a) to (c).• Non-statutory registers.

Register of investment held by co. in name of its nominee Sec.49(7)

• Only one person at a time should be allowed to inspect the register

• In case of default fine can be exend to fifty thousand rupees.

• Entries in the register should be authenticated by the secretary of the company or by any other person authorized by the board

Register Charges Sec.143• Every company is required to keep at

its registered office a Register of charges• Register should contain: A short description of the property

charged The amount of charge• Under Sec.144 Open for Inspection• If Default made Penalty up to Rs. 500/-

& further of Rs. 200/- for each day

Register and index of members Sec.150 & 151• Register of members (a)• Register of members should be kept at the

registered office of the company • Separate register should be maintained for

each class of equity and preference shares

(b) Index of members• Every company having more

than 50 members must maintain an index of members

• Changes made in the register of members must be recorded in the index within 14 days

a) Register & Index of Debenture Holders • Sec.152 requires every

company to maintain the register of debenture holders

• Necessary particulars should be enter into

• Inspection of Register with or without the payment of fees

• More than 50 debenture holders required for index

Annual Return

Register of books of accounts Sec. 209(1)(a) to (c).

• Under Sec.209(1) of Companies Act, 1956• Under Sec.209(6) provides that the person

who is responsible for keeping the books of accounts

• Penalty for the contravention is imprisonment for 6 months or fine upto Rs.10000/- or both.

Register of particulars of contracts in which directors are interested (sec 301)

• Entries relating to contract must be made within 7 days.

• Approval of the Central Government is necessary in case of company having paid-up share capital of Rs. 1 crore.

• Need to be signed by all the directors on board.

• In case of default fine up to Rs. 5000/-

Register of directors, manager & secretary Sec.303

• Under Sec.303 of the Act the company should maintain at registered office a Register of Directors, Managing Director, Manager, Secretary

• Other Particulars• Nomination of Directors• If default made a fine upto Rs. 500 for

every day during which the default continues.

Registers of directors shareholdings (307)• Register containing the number,

description and amount of any shares in or debentures of company or any other body corporate.

• Purpose: Present and future policy of the company

• Open for inspection by members and debenture holders.

Register of Investments, Loan made, Guarantee given or Security provided to other body corporate• Section 372A of the Companies Amendment Act,

1999• Section 372A (5) a company shall keep a

register of Investments made, Guaranteed given or Securities provided to other body corporate

• Other particulars should be entered in a chronological order within 7 days

• If default made the penalty which may be extend upto Rs. 5000/- & further Rs. 500 for every day during which the default continues

Procedure for keeping registers and returns at a place other than the registered office

1. Call a meeting2. Hold the board meeting and decide• Place other than registered office • To recommend a special resolution to the

shareholders of the company.• To fix up date, time, place and agenda for

convening a general meeting• To approve draft notice of the general meeting

Contd….3. Notice of general meeting at least 21 days

in advance.4. Send three copies of the notice of the

meeting to the stock exchanges5. Send a copy of special resolution to the

concerned registrar of companies.6. Hold the general meeting7. File electronic form No. 238. Paint or affix the name and address of the

registered ofice

Non Statutory Registers

• Directors Attendance Book• Shareholders Attendance Book• Register of documents executed under common seal• Register of share applications and allotments• Register of investors complaint

Non Statutory Registers

• Register of share transfers• Dividend register• Register of bank A/C particulars• Register of fixed assets

Returns

Forms, returns filled with ROC for registration-Documents-

• printed copy of Memorandum & Articles of Association.

•General power of attorney

•Certified true copy of letter received from ROC

Forms-• Statutory declaration in electronic form no 1

• Electronic form no. 18

• Electronic form no. 32

Forms returns filled with ROC after incorporation-

• Altering the provisions of the co’s MOA(section 17)

• Changing the name of the co.(section 21)

• Changing the AOA(section 31)• Authorizing buy back of securities• Commencement of any new

business line-[section 147(2A)]

• For requesting the government to investigate the affairs of the co. (section 237)

• Fixing the remuneration of directors[section 309(1)]

• For making liability of director or manager unlimited(section 323)

• Applying court for winding up of co[section 433(a)]

Filing of returns with the registrar of co. –

• Periodical returns

• Returns on occurrence of certain events

Periodical returns• Annual return u/s 159 or 160

• Balance sheet & p/l acc. Under section 220

• Compliance certificate u/s 383A

Returns on occurrence of certain events• Returns as to allotment• Returns of directors• Returns as to alteration of

memorandum• Returns as to alteration of share

capital• Return of charges• Return of foreign co’s

Filing fee

• Filing fee for co’s registered in India

• Filing fee by foreign companies

Defective forms/documents

Forms/documents is defective if-• Does not content necessary

enclosure• Certain particulars in the

document have been left unfilled• Document is not filed in particular

time or requisite fee is not paid.• Document is not properly signed

or certified

Condonation of delay(section 637-B)• Government may condone the

delay of filing the documents • Registrar of co. condone the

delay of 30 days in filing electronic form no. 8

• Delay more than 30 days can be condoned by co. law board u/s 141

Penalty for filing false documents(section 628)

• If any return, report, certificate, bal. sheet, prospectus etc. required for the purpose of any of the provisions of the act if any person makes a statement which is false or omits material facts knowing it to be material fact shall be punishable with imprisonment for 2 yrs & shall also be liable to fine.

Meetings

Why meeting…….Why meeting…….• Whenever a decision has to be

taken by more than one persons.

• Decision have to be taken collectively.

Following are the terms which Following are the terms which are commonly used in are commonly used in connection with meetingconnection with meeting1. Notice. 09.Resolution2. Agenda 10. Adjournment3. Quorum 11. Postponement4. Chairman 12. Vote5. Minutes 13. Poll6. Proxy 14.Minutes Book7. Motion8. Amendment

Meeting- ProcedureMeeting- Procedure• Notice • Agenda• Proxy• Voting• Motions• Resolution

Categories of Company Categories of Company MeetingMeeting

Particulars Statutory Meeting Annual General Meeting

Extra-ordinary General Meeting

When to hold Not more than one month and not later than six month of the date of certificate of commencement.

AGM must be in every calendar year. Time gap between two succeeding AGM should not be more than 15m. It should be held within 6m of the choose of accounting year.

Sometimes matter arises which require the approval or consent of the shareholders.

Extension Time for holding

No Such Provisions 3 months -

Notice period 21 days 21 days 21 days

Who convenes the meeting

Board of Directors Board of Directors Board of Directors

Particulars Statutory Meeting

Annual General Meeting Extra-ordinary General Meeting

Who is entitled to Notice

Members of Company

Every member of co., legal representative, auditors and the assignee of the insolvent member of the company

Shareholders of company

Time & place

Any city or place decided by Board

Where Roc is situated Any city or place decided by Board. And it can be on public holiday

Business Transacted

Any matter relating to company formation or statutory report

Ordinary business such as declaration of dividend, appointment of director in place of retiring, appointment of auditor and their remuneration and special business.

Approvals of the shareholders for borrowing beyond share capital and free reserves, or to mortgage the assets of the co. making further issue of share capital

Particulars Statutory Meeting Annual General Meeting Extra-ordinary General Meeting

Resolution NO In case of special business. (not less than 14 days before the meeting). It require special notice

-

Penalty Extend to Rs. 5000/- Rs.5000/- ( If default continuing an additional fine up to Rs.250 per day.)

-

Adjournment Decided by members. Decided by members. -

Exemption from holding

Private Companies and Companies u/s. 43A

No -

Report Statutory report -

Class Meeting of Class Meeting of shareholdersshareholders• Where the separate meeting of

shareholders of a particular class could be held.

• For example :- 1. Meeting of equity

shareholders. 2. Meeting of preference

shareholders.

Creditors MeetingCreditors Meeting• A company, either as a running concern or

in the event of winding up, has to make certain arrangements with its creditors.

• Meetings of creditors may be called for this purpose.

• These meetings can take in the form of of meeting of debentureholder, meeting of secured and unsecured creditors separately or together.

Board Meeting.Board Meeting.• This meeting held most

frequently in the company.• All the decision relating to the

conduct of business are taken in Board Meeting.

Contd….• At least once in 3 months.• At least four meetings shall be held every

year.• Quorum of Meeting :- * 1/3 of total strength or 2 director

whichever is higher.• Notice of Meeting * should be given in writing for every BOD. * If he fails to do so shall be punishable

with fine which may extend to Rs.1000/-