Tag: Company Law
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Guest Post: MCA notification on Audit Committee
[The following post is co-authored by Yogesh Chande and Manendra Singh. Yogesh is an Associate Partner and Manendra is an Associate with ELP. Views of the authors are personal.] In terms of section 177(1) of the Companies Act, 2013 (Act) read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014…
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Guest Post: Identifying KMPs under Companies Act, 2013
[The following post is contributed by Shampita Das, who is an Associate at Vinod Kothari & Company. She can be contacted at shampita@vinodkothari.com] Amendments from the Ministry of Corporate Affairs (MCA) to the hurriedly introduced Rules (under the Companies Act, 2013) continue to flow. Now, the MCA has come out with an amendment…
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Director Liability Under the New Regime
Types of Liability Being fiduciaries, directors are exposed to liabilities as a consequence of a breach of their duties. While liabilities may arise under various statutes, the focus here is on liabilities arising under company law. The first set of liabilities is statutory in nature, being specifically set forth in the Companies Act, 2013 (the…
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MCA Clarification on Independent Directors
Based on a request made by various stakeholders, the Ministry of Corporate Affairs (MCA) has issued a clarification explaining some of the provisions of the Companies Act, 2013 relating to independent directors. Some of the aspects clarified include the following: – For the purposes of the definition of an independent director, the concept of “pecuniary…
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Guest Post: Deposits – Issues Under the Companies Act, 2013 – Part 2
[The following post is contributed by Madhusudan Bose, who is a lawyer and company secretary by profession, at PRA Law Offices, New Delhi This is the continuation of the previous post on the topic] 3. Amounts Received by a Company from Another Company Excluded from Scope of “Deposits” 3.1 Like in the Old Rules, the…
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Guest Post: Deposits – Issues Under the Companies Act, 2013 – Part 1
[The following post is contributed by Madhusudan Bose, who is a lawyer and company secretary by profession, at PRA Law Offices, New Delhi] 1. Introduction 1.1 The company law in India prescribes stringent conditions for acceptance of deposits by any company. In the interests of the ordinary depositor, “deposits” are expansively defined to include any…
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Financing Domestic M&A
A Times of India report indicates that the Finance Ministry is considering a proposal to allow banks to finance domestic M&A, i.e. acquisitions of local targets by local acquirers. If this proposal goes through (although significant doubts have been raised regarding that), it will mark a sea-change in the funding of domestic M&A that is…
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Codification of Directors’ Duties: Is Common Law Excluded?
Background Hitherto, directors had negligible guidance under company law as regards their duties and liabilities. The preexisting Companies Act, 1956 (the 1956 Act) did not explicitly stipulate directors’ duties, which made it necessary to fall back on common law principles (to be articulated by courts while delivering specific decisions). The statutory uncertainty was compounded by…
