The provisions of the Companies Act, 2013 and the rules thereon pertaining to corporate social responsibility (CSR) have been notified yesterday. They will take effect from April 1, 2014. A copy of the rules as notified is available here. As for the specific CSR activities, Schedule VII of the Companies Act containing the list of permitted activities has been amended. While we will have occasion...
Ten Monsters in the Companies Act, 2013 – Part 3
[The following post, which is the third in a three-part series, is contributed by Vinod Kothari of Vinod Kothari & Co. The author can be contacted at [email protected] This follows Parts 1 and 2] 7. Casual approach to special majority rule Let us realise that Companies Act was drafted decades ago in England by luminaries. These people, who...
Ten Monsters in the Companies Act, 2013 – Part 2
[The following post, which is the second in a three-part series, is contributed by Vinod Kothari of Vinod Kothari & Co. The author can be contacted at [email protected] The first part in the series is available here] 3. Intruding into privacy of private, unlisted companies While we have made the point about above about sweeping regulation...
Ten Monsters in the Companies Act, 2013 – Part 1
[The following post, which is the first in a three-part series, is contributed by Vinod Kothari of Vinod Kothari & Co. The author can be contacted at [email protected]] The significance of the corporate sector to the economy does not need any emphasis, and the Companies Act is surely the core legislation that affects the corporate sector. It is not that the Companies Act was hastily...
Scheme of Arrangement: Notice to Central Government
Since a scheme of arrangement, once sanctioned, becomes binding on all shareholders and creditors a company and also has wider impact, company law prescribes a stringent process for the same. One such is the requirement that the court must issue notice to the Central Government under section 394-A of the Companies Act, 1956 and take into consideration any representations that the Government may...
BNP Paribas v UB Holdings: The Karnataka High Court on s 536(2)
In its recent judgment in BNP Paribas v UB Holdings, a Division Bench of the Karnataka High Court has considered an important question of insolvency law. The case has been widely reported in the press, of course, for it set aside a sale of shares to Diageo and made some observations about parallel transactions. But it is important to note that all of the High Court’s comments on the merits of the...
Guest Post: Section 62 (1)(c) of Companies Act, 2013 and Liberty of Capital Raising by Companies
[The following is a guest post from Vinod Kothari of Vinod Kothari & Co. He can be contacted at [email protected]] Closer to the gradual implementation of the 2013 Act, one gets an ever firmer feeling that the drafting of the law became highly superficial, and the twin Parliamentary committees merely went on the basis of innate assurances that MCA would do what is required to resolve all...
Guest Post: Issue of Capital by Private Companies under the Companies Act, 2013
[The following post is contributed by Yashesh Ashar. Yashesh is a tax and regulatory consultant and the views expressed herein are personal] The Companies Act, 2013 (‘New Cos Act’) which received the assent of the President on 30 August 2013 seeks to create a major overhaul in the functioning of the corporates in India. A major part of the New Cos Act is to be governed by the Rules proposed to be...
Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 2
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at [email protected]. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog. This is a continuation from the previous post in this series] Precedents...
Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 1
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at [email protected]. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog] The OECD in its report titled “Guide on Fighting Abusive Related Party...
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