Books of accounts are a prime source of information through which information can be extracted about a company. Hence, central government approval is required uls 297 of the companies act, 1956. Duty of statutory auditor to report on disqualification. Minutes book means a book maintained in physical or in electronic form for. Hdfc ergo hdfc general scheme of arrangement final. Aggrieved investors can now file class action lawsuits against corporates for misdoings and even seek compensation from auditors concerned, following the establishment of the national company law tribunal. Apr 04, 20 33 prescribed means, as respects the provisions of this act relating to the winding up of companies except subsection 5 of section 503, 23subsection 3 of section 550, section 552 and subsection 3 of section 555, prescribed by rules made by the supreme court in consultation with 24 the tribunal, and as respects the other.
Companies act, 1956 1 of 1956 1 as amended by the companies second amendment act, 2002 an act to consolidate and amend the law relating to companies and certain other associations be it enacted by parliament in the sixth year of the republic of india as follows. Section 100 of companies act, 20 calling of extraordinary. The 20 act is divided into 29 chapters containing 470 sections as against 658 sections in the companies act, 1956 and has 7 schedules. Provisions of minutes of general meeting under companies act, 1956. Dec 31, 2014 under section 47 of the companies act, 1956 1956 act, following conditions were required to be fulfilled for a private company to be deemed to be a subsidiary of a public company. Various companies have been incorporated under the companies act, 1956.
Introduction to companies act 19561 board of directors. Subject to the provisions of section 293a of the companies act, 1956 to contribute to the funds of any association or to any individual, firmor body corporate which in the opinion of the company is beneficial to the company. I need a book on preparation of company who registered under section 25 of roc 1956. Reduction of share capital as per section 100 to 105 of the companies act, 1956. Section 209 of the companies act talks about maintaining books of accounts and penalties for non compliance therein. Maintenance of books of accounts in companies act, 1956. Provisions applicable to a members voluntary winding up. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, malaysia, new zealand, south africa and the united kingdom in relation to company law. The act contains provisions about companies, directors of the companies.
Part i prescribes host of acts under which the appointee as a managing or whole time director or as a manager should not be convicted of an offence and sentenced to imprisonment for any period or with a fine exceeding rupees one thousand the indian stamp act, 1899, the central excise and salt act,1944. Company law 1956 is the law which applies to all type companies whether it is public or private company. Sanhita monthly newsletter of pune chapter of icsi provisions of section 297, 299, 300 of cos. A in this connection the following resolution was passed. General meetings kinds of company meetings duties of. Purpose of the scheme of arrangement scheme this scheme of arrangement is presented under sections 391 to 394 of the companies act, 1956 read with section 52 of the companies act, 20, section 78 and sections 100 to 103 of the companies act, 1956, as amended by the corresponding provisions of the companies act. Mergers and amalgamations are regulated under the provisions of the companies act, 1956 whereas takeovers are regulated under the sebi substantial acquisition of shares and takeovers regulations. The move, which would enable a group of 100 or more investors or depositors to come together for filing such suits under the.
Sec 31ii an association of many persons who contribute money or moneys worth to a common stock and employ it in some trade or business and who share profit and loss arising therefrom. Jan 20, 2011 step 7 registration under section 80g. Directors attendance book for board meetings subcommittee meetings 4. Section 25 companies in the companies act, 1956 advisory. Please mail, draft minutes of first board meeting of section 25 company. Disqualifications under clause g of sub section 1 of section 274 of the companies act, 1956. Notice to registrar of consolidation of share capital, conversion of shares into stock.
Section 118 of companies act, 20 minutes of proceedings. The companies act 1956 is administered by the government of india through the ministry of corporate affairs and the offices of registrar of companies, official liquidators, public trustee, company law board, director of inspection, etc. Nclt clears deck for investors to file class action suits. Audit committee and other board committees roles and. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. The board was informed that in accordance with the provisions contained in section 254 of the companies act, 1956, the subscribers to the memorandum of association shall be deemed to be the directors of the company. Optional books as per companies act, 1956 maintained at company secretariat of mcl sl. Companies licensed under section 25 are exempt from the above provisions provided that the time, date and place of each annual general meeting are decided upon beforehand by the board of directors having regard to the directions, if any, given in this regard by the company in general meeting. Register of attendance of shareholders for general. To engage, employ, suspend and dismiss agents, managers, workers, clerks and other servants and.
The companies act, 20 20 act was assented by the president of india on 29. Standard format and contents of minutes of the first board. India the companies act 1956 sec 25 power to dispense with limited in name of charitable or other company. Convened by directors on the requisition of the shareholders as per section 169 of the act. Capital reduction refers to the cancellation of that part of paid up capital which is lost in operations or which is not represented by existing assets. Secretarial standard on minutes the institute of company secretaries of india. Nonapplication of section 223 to disposition made by way of book entry. Registers under previous companies laws to be deemed to be part of registers under act.
Companies disqualification of directors under section 2741g of the companies act, 1956 rules, 2003. Jun 05, 2016 venkateshwaran said nclt would help in streamlining a lot of actions related to companies and there would be dedicated tribunals looking at matters under the companies act. The audit committee was constituted under section 292a of the companies act 1956 and listing agreement with stock. Section 25 companies under companies act 1956 legal news. Section 373 investments made before commencement of act. Declaration of solvency in case of proposal to windup voluntarily.
Thus, minutes has got its importance in the provisions of companies act 20 and secretarial standards issued by icsi as a statutory requirement for the corporates. Share capital to stand increased where an order is made under section 814 95. The income tax department never asks for your pin numbers, passwords or similar access information for credit cards, banks or other financial accounts through email the income tax department appeals to taxpayers not to respond to such emails and not to share information relating to their credit card, bank and other financial accounts. Reduction of share capital as per section 100 to 105 of the companies act, 1956 capital reduction refers to the cancellation of that part of paid up capital which is lost in operations or which is not represented by existing assets. The section 4 of the companies act, 1956 herein after referred to as act relates to the meaning of holding company and subsidiary. The regulations contained in table a in the first schedule to the companies act, 1956 or table f in the first schedule to the companies act, 20 shall not apply to this company, but the. Now, the secretarial standards have been revised by the icsi and approval of the central government, as required, under section 11810 of the companies act, 20 has been obtained for the revised ssl and ss2 vide ministry of corporate affairs letter no. Provided that an extraordinary general meeting of the company, other than of the wholly. The curious case of section 4 7 of the companies act, 1956. Rules regarding record of minutes under sections 193 to. Statutory audit of companies under section 3 of the. The annual forms that have to be filed with the registrar of companies, including a greater description of the particulars, are shown below.
Section 243 application for winding up of company or an order under section 397 or 398. Section 193 minutes of proceedings of general meetings and of board and other meetings. Under the new act, the audit committees mandate is. The company has not advanced any loans to its directors or persons or firms or companies referred to under section 295 of the act. General meetings kinds of company meetings duties of the. The clause 49 of the listing agreement clause 49, applicable only to the listed companies, required all listed companies to duly constitute an audit committee with a prescribed set of responsibilities. May 29, 2008 section 291 of the companies act, 1956 confers general power on the board of directors. As per section 120 of the new act, read with the new rules displayed, minutes book is one of those registersdocuments which are required to be kept by the company in electronic form at the registered office to facilitate inspection as per provisions of act. These are created by special act of the legislature e. According to section 122, the provisions of section 98 and sections 100 to 111. Appointment under previous companies laws to have effect as if made under act. Funds and accounts under act to be in continuation of funds and accounts under previous companies. Oct 16, 20 as per section 120 of the new act, read with the new rules displayed, minutes book is one of those registersdocuments which are required to be kept by the company in electronic form at the registered office to facilitate inspection as per provisions of act.
With the advent of the companies act 20, new features have been added. In case repayment of loan and satisfaction of charges form 17 has to be filed with roc. The companies act 20 is an act of the parliament of india on indian company law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company. C and d were independent directors and also they not participated in day to day affairs of the company. Nov 23, 2015 thus, minutes has got its importance in the provisions of companies act 20 and secretarial standards issued by icsi as a statutory requirement for the corporates. Companies licensed under section 25 are exempt from the above provisions provided that the time, date and place of each annual general meeting are decided upon beforehand by the board of directors having regard to the directions, if any, given in. The chairman informed the board that the company has received the general notice of disclosure for the year 201220, pursuant to the provisions of section 299 and certificate under section 2741 g of the companies act, 1956 from all the directors of the company. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament companies acts may be a generic name either for legislation. Calling of extraordinary general meeting effective from 12th september, 20, except subsection 6 subsection 6 effective from 1st april, 2014 1 the board may, whenever it deems fit, call an extraordinary general meeting of the company.
Explore the companies act 20 and companies act 1956. Section 193 in the companies act, 1956 indian kanoon. Every company is required to follow the company law otherwise it will be treated as punishable offence under the companies act, 1956. An attempt as been made to provide the minutes of the board meetings as per the ss1 on board meetings, which is illustrates below. Reduction of share capital as per section 100 to 105 of. Sections 193 to 197 of the companies act, 1956 contain provisions in relation. Under section 47 of the companies act, 1956 1956 act, following conditions were required to be fulfilled for a private company to. Section 25 companies under companies act 1956 legal. Definitions of company, existing company, private company and public company 4. Committee under section 292a of the companies act, 1956.
Keeping of minutes book of general meetings at the registered office. If a section 25 company gets itself registered under section 80g then the person or the organization making a donation to the ngo will get a deduction of 50% from hisits taxable income. February 6, 20 posted by india briefing reading time. Power of company to appoint and fix remuneration of liquidators. Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its board of directors or of every committee of the board, to be kept by making within 2 thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. Companies act, 1956 board of directors share repurchase. Hdfc ergo hdfc general scheme of arrangement final modified. Relaxations available to opcs under companies act ipleaders blog.
Minutes of proceedings of general meetings and of board and other meeting. Calls on shares of same class to be made on uniform basis 1. Such financial statement must be give a true and fair view of the state of affairs of the company and comply with the accounting standards notified by the central government under section 3 of the companies act. Section 25 of companies act, 1956 was introduced for such companies based on english companies act 1948. Addition of respondents to application under section 397 or 398. In case any charge is created or modified in favour of chargeholder by issue of debentures then form 10 has to be filed with registrar of companies roc in accordance with section 1254a of the companies act 1956. Companies not to be registered with undesirable names 21. Company means a company formed and registered under the companies act, 1956 or under the previous. Disqualifications under clause g of subsection 1 of section 274 of the companies act, 1956.
Standard format and contents of minutes of the first board meeting. Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed. Sections 193 to 196 provide the following rules regarding recording of the minutes. Now, the secretarial standards have been revised by the icsi and approval of the central government, as required, under section 11810 of the companies act, 20 has been obtained for the revised ssl and ss2 vide ministry of corporate affairs letter. Every company shall cause minutes of all the proceedings of every general meeting, to be kept. In the year 20, the new piece of legislation arrived and the companies act 1956. Subject to the provisions of the act, the board of directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do. As the reference in section 100 of the act is to shares which carry voting rights. Full text containing the act, companies act, 1956, with all the sections, schedules, short title, enactment date, and footnotes. Section 25 of the companies act, 1956 from the applicability of section 118 of. A shall be officer in default under section 5 of the companies act 1956.
Minutes are the evidence of the correct record of the decisions of a meeting. Definitions of company, existing company, private company and public company 1. Aug, 2012 meetings under companies act of 1956 share holders meetings1 statutory meeting as per section 165 of the act2 annual general meeting as per section 166 of the act3 extraordinary general meetings. Minutes means the written record of the proceedings of a meeting.
Companies act, 1956 bare acts law library advocatekhoj. The section 4 7 of the act was inserted by the companies amendment act, 1960 and it states as follows. Dec 18, 2012 the board was informed that in accordance with the provisions contained in section 254 of the companies act, 1956, the subscribers to the memorandum of association shall be deemed to be the directors of the company. Effect of voluntary winding up on status of company. Meetings under companies act of 1956 share holders meetings1 statutory meeting as per section 165 of the act2 annual general meeting as per section 166 of the act3 extraordinary general meetings.
The companies act of 1956 came into force from 1st april, 1956 and was largely based on the english companies act of 1948. The companies act, 20 provisions relating to minutes of. Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of. Dec 06, 2012 under the companies act, 1956 maintenance of books of accounts is mandatory for every class of companies. Act, 1956 are invariably taken into consideration when there are transactions between group cos. Companies act, 1956 arrangement of sections part i preliminary sectionpage 1. Copy of every instrument creating any charge requiring registration 3. Register of transfers shares transfer receipt register 3. Analyzing section 297, 299 and 300 of the companies act, 1956 part i. Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital, may, if so authorised by its articles. Sep 15, 2016 company law 1956 is the law which applies to all type companies whether it is public or private company.
Procedure for merger and amalgamation is different from takeover. These are the companies which are formed and registered under the companies act, 1956 or were registered under any of the earlier companies act. Nclt would have the powers to allow inspection of minutes book of general meeting as requested by a member in a situation of refusal or default, pwc india said in a note. Similarly, another type of company incorporated under the companies act, 1956 is section 25 companies. A company is required to prepare financial statement for period ending 31st march every year. Bhaba committee also recommended to permit partnership firms though not a legal. It is generally resorted to write off the past accumulated loss of the company. Section 291 of the companies act, 1956 confers general power on the board of directors. To enter into any arrangements and take all necessary or proper steps with governments or with other authorities, supreme, national, local, municipal or otherwise of any place in which the company may have interests and to carry. The companies act, 1956 section 303 to 674 the schedule.