[This post is contributed by Nitu Poddar of Vinod Kothari & Co. The author can be contacted at [email protected]] Company law imposes certain restrictions on the general powers of directors. Pursuant to section 180 of Companies Act, 2013 (“Act, 2013”), the board of directors of a company can exercise certain powers only with the consent of the members of the company by means of a special...
Nature of Consideration in a Scheme of Arrangement
[The following guest post is contributed by Rushab Dhandokia, who is an associate at a reputed law firm. Views are personal] Background The Bombay High Court in re Thomas Cook Insurance Services (India) Limited[1] has dealt with a very interesting question within the domain of Mergers & Acquisitions (“M&A”). The case refers to the sanction of a composite scheme of arrangement and...
The Differential Dividend Story
[The following guest post is contributed by Siddharth Raja, Founding Partner of Samvad Partners. Views are personal.] A previous post on this Blog raises some interesting questions – although this author believes that analysis is both incomplete and, indeed, not purely academic. While the above blog post only addressed one aspect of the issue, the larger question is this: whether a dividend...
Dividend Waiver by Shareholders
[The following guest post is contributed by Pavit Singh Kochar, a legal associate (corporate) with KNM & Partners Law Offices, New Delhi] The term “dividend” has been defined under section 2(35) of the Companies Act, 2013 (“Act”), and it includes interim dividend. Dividend is a return on the investment of shareholders in companies payable for a financial year after the...
Changes in the Fraud Reporting Mechanism Under the Companies (Amendment) Act, 2015
[The following guest post is contributed by Suprotik Das, a 4th year law student at the Jindal Global Law School, Sonepat, Haryana.] The Companies (Amendment) Act, 2015 is a harbinger of positive trends in the ease of doing business for Indian companies. This post is specifically with regard to Section 143 of the Companies Act, 2013 concerning the power and duties of auditors and its...
Independent Directors in Private Debt-Listed Companies
[The following guest post is contributed by Niddhi Parmar of Vinod Kothari & Co.] Earlier under Companies Act, 1956 (section 2(23A)) the term “listed public companies” was in a manner that clearly excluded private companies. Consequently, listed private companies were exempt from certain provisions that were exclusively applicable to listed public companies. However, the Companies Act, 2013...
Status of Subsidiary Private Companies in India – Cross Border Holdings
[The following guest post is contributed by Siddharth Raja, Founding Partner of Samvad Partners. Views are personal, and comments are welcome] The Ministry of Corporate Affairs’ (“MCA”) recent issuance of a notification providing for exceptions, modifications and adaptations in the application of the Companies Act, 2013 (the “2013 Companies Act”) to “private companies” has once again revived the...
Secretarial Standards – 1: Circulation of Signed Board Minutes
[The following guest post is contributed by Nivedita Shankar, Partner, Corporate Law Division at Vinod Kothari & Co.] Paragraph 7.6.4 of Secretarial Standards – 1 (“SS-1”) states that signed board minutes have to be circulated to all directors within 15 days of their signing. This is a novel requirement and is an addition to the already lengthy process surrounding finalisation of board...
Gender Diversity on Corporate Boards in India
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Gender Diversity on Boards”, which has been authored by N. Balasubramanian and Nirmal Mohanty. The executive summary is as follows: • Having women on corporate boards is a diversity measure justified on the basis of both social equity and business consideration; • Global experience...
Bombay High Court on Share Transfer Restrictions
The question of whether transfer restrictions imposed by agreement on shares of a listed company are enforceable has been a vexed one. Numerous decisions of the Supreme Court as well as High Courts had expressed somewhat different views on the nuances of the issue. However, some stability was brought about in 2010 by a decision of a division bench of the Bombay High Court in Messer Holdings v...
Recent Comments