[The following post is contributed by Nidhi Bothra of Vinod Kothari & Co. She can be contacted at [email protected]] The new Companies Act, 2013 has changed the regulatory face of the corporate India; “raising the bar on Corporate Governance.” The new regulatory changes including need for CSR activities, increased investor protection, greater transparency in business and have been the...
Court-Convened Meetings and Postal Ballot
Background In one of the first few cases interpreting the provisions of the Companies Act, 2013 (the 2013 Act), the Bombay High Court last week issued its judgment on the use of postal ballot facility at a court-convened meeting to consider a scheme of arrangement. In re Godrej Industries Limited, the court was concerned with a scheme of amalgamation of Wadala Commodities Limited into Godrej...
The Meaning of ‘Inability to Pay Debts’ for the Purpose of Winding-up
The test for statutory winding-up in Indian company law has a long history. Section 434(1)(a) and 434(1)(c) of the Companies Act, 1956 was based on section 223 of the English Companies Act, 1948, and the new Companies Act, 2013, retains this language (see section 271), although the language has been slightly modified in later British legislation (sections 89 and 123 of the Insolvency Act, 1986)...
Companies Act, 2013: Directors’ Duties and Liabilities
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Directors’ Duties and Liabilities in the New Era”. The executive summary is as follows: – Since directors and the board play a pivotal role in corporate governance, the law foists duties and liabilities on them; – The Companies Act, 2013 has brought about a paradigm shift...
Guest Post: MCA Takes Lawmaking Into Its Own Hands
[The following is a guest post from Vinod Kothari of Vinod Kothari & Co. He can be contacted at [email protected]] If the Ministry of Corporate Affairs’ (MCA) recent rules, that came a bit too many over a day too less, to replace the nearly 60-year old Companies Act 1956 by the Companies Act, 2013, ultimately survive challenge on constitutional grounds, then we may permanently...
Guest Post: Regulations by SEBI under the Companies Act, 2013 for Promoter Acquisitions
[The following post is contributed by Yogesh Chande, who is a Consultant with Economic Laws Practice, Advocates & Solicitors. Views of the author are personal] In terms of section 13(8) of the Companies Act, 2013 (Act), a company, which has raised money from public through prospectus and has any unutilised amount out of the money so raised, is not permitted to change its objects for which it...
Further Provisions of Companies Act, 2013 Notified
The Ministry of Corporate Affairs today issued a notification that brings into effect several provisions of the Companies Act, 2013 with effect from April 1, 2014. These include several substantive provisions that would affect the manner in which companies are managed. A quick review of the notification suggests that the key provisions yet to be brought into force involve the National Company Law...
Guest Post: Directorship in a Company: Cap of Thorns
[The following post is contributed by Nidhi Bothra and Abhirup Ghosh at Vinod Kothari & Co. They can be contacted at [email protected] and [email protected] respectively] The Companies Act, 2013 (CA, 2013) brings about a sea change in the way the charter guiding corporate India will look like. The existing Act of 1956 has been the guiding force for nearly 60 years now but the...
Does section 185 apply to holding-subsidiary transactions?
The following post is contributed by Vinod Kothari of Vinod Kothari & Co. He may be contacted at [email protected] This follows a previous post on this topic by Jayant Thakur] Does section 185 apply to transactions of loans, guarantees or provision of security, in holding-subsidiary financial transactions? This question is evidently one of the most significant questions facing the...
An Instance of Shareholder Activism
A lot has already been said about shareholder activism in India, and how the concept has acquired a strong footing more recently. Shareholder activism may take on different forms. Shareholders may simply dump the stock of companies they believe are not being governed in the desired manner to protect investors (a.k.a. the “Wall Street walk”). They may engage with managements to influence decision...
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