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28 Dec 2016
Key Points Before Opting Insolvency Resolution Plan for Corporate Persons
The Code basically represents the core intention of the government for reforms, as it aims to maximize the value of the assets of such person, to promote entrepreneurship as well as availability of credit and balance the interest of all stakeholders.
29 Nov 2016
Corporate Insolvency & Liquidation Process
Insolvency means the situation where an entity cannot raise enough cash to meet its obligations or to pay debts as they become due for payment and bankruptcy means when a person voluntary declares him as an insolvent and goes to the court. On declaring the person as bankrupt, the court is responsible to liquidate the personal property of the insolvent and distribute it among the creditors of the insolvent.
03 Mar 2016
Foreign Direct Investment (FDI) in India and Compliances
The objective of government of India is to attract and promote foreign direct investment in order to supplement domestic capital, technology and skill for accelerated economic growth. FDI means investment by non-resident entity / person resident outside India in the capital of an Indian Company. The government has put in place a policy framework on Foreign Direct Investment which is transparent, predictable and easily comprehensible. A foreign company planning to set up business operation in India may incorporate a company under the Companies Act 2013 as a Joint Venture or a wholly owned subsidiary or set up a Liaison office / Representative office or a Branch office of the foreign company which can undertake activities under Foreign Exchange Management Regulations, 2000.
23 Feb 2016
Merger and Amalgamations
Merger means an arrangement whereby one or more existing companies merge their identity into another existing company or to form a distinct new entity. Merger is a restructuring tool available to business entities which aims to expand and diversify their business to gain competitive advantage. A merger is basically an addition of the assets and liabilities of the amalgamating companies, whereby all assets and liabilities of the transfer or company before the amalgamation become the assets and liabilities of the transferee company on amalgamation. Merger and amalgamation are widely used in fields such as Information technology, telecommunication and business process outsourcing to expand the customer base or enter into new market or product segment.
30 Oct 2015
Highlights of the changes introduced by the Arbitration and Conciliation (Amendment) Act, 2015
The government of India has introduced far-reaching amendments to the Arbitration and Conciliation Act, 1996. These amendments have come into effect from 23rd October, 2015. In this brief article we take an objective look at the changes introduced by the Amendment Act and present all major amendments in a succinct format.
09 Oct 2015
Buy Back of Securities
Section 68, 69 and 70 of the Companies Act, 2013 and Rule 17 of Companies (Share Capital and Debentures) Rules, 2014 deal with buy back of Securities. Section 68 defines power of company to purchase its own securities. Section 69 deals with the accounting treatment on account of Buy back of Securities and Section 70 states prohibition for buy-back in certain circumstances.
28 Jul 2015
BLACK MONEY (UNDISCLOSED FOREIGN INCOME AND ASSETS) and IMPOSITION OF TAX ACT, 2015
“Undisclosed foreign income and assets” has been defined under the BLACK MONEY (UNDISCLOSED FOREIGN INCOME AND ASSETS) and IMPOSITION OF TAX ACT, 2015. As per the sub section 12 of section 2 of the Act “Undisclosed foreign income and assets” means the total amount of undisclosed income and the value of an undisclosed assets which is located outside the territorial limit of India.
08 Jul 2015
Compounding Process of Defaults under FEMA 1999
The provisions of section 15 of FEMA Act, 1999 permit compounding of any contravention as defined under section 13 of the Act on an application made by any person committing such contravention.
27 Jun 2015
HD VIDEO Presentation on - Audit Committee Meetings- Role of Members (Directors) & Secretary
When and How Audit Committees are constituted and how they conduct their meetings? What Audit Committee should do and comply as per the Law? The tools to increase the efficiency and effectiveness of the Audit Committee by themselves?
15 Jun 2015
Exemptions to Private Limited Companies U/s 462 of the Companies Act, 2013
Government has issued notification dated 5th June, 2015 under section 462 of Companies Act, 2013 that provides power to exempt class or classes of companies from the provisions of this Act. Private Companies gets some relaxation as per the notification issued by Ministry of Corporate Affairs, Government of India that provides certain exemptions u/s 462 of CA 2013. These amendments would allow private companies to regulate their affairs in accordance to Companies Act, 2013. This notification issued by MCA provides exemption under various provisions of the Act to Private Companies, Government Companies, and Companies registered under Section 8 and Nidhis
11 May 2015
How to Incorporate Companies in India
Under the Companies Act, 2013 following types of Companies can be incorporated in India:- (i) Private company as defined in Section 2 (68); (ii) Public company as defined in Section 2 (71); (iii) One Person company as defined in Section 2 (62). Above mentioned companies may be formed either:- ? Company limited by shares as defined in Section 2(22); or ? Company limited by guarantee as defined in Section 2(21); or ? Unlimited Company as defined in Section 2(92). Steps to be taken for Incorporation of a Company:- The steps involved in Incorporation of a company are as follows:-
11 May 2015
Secretarial Standards under the Companies Act 2013:
Companies have to follow various legal requirements as applicable to them, including The Companies Act 2013. THE INSTITUTE OF COMPANY SECRETARIES OF INDIA has constituted the Secretarial Standards Board (S.S.B.) for formulating the Secretarial Standards. Earlier in the companies Act 1956 the Secretarial Standards were “recommendatory” in nature but after notification of the Companies Act 2013 Secretarial Standards are “mandatory” in nature. The S.S.B. with its council members determine the subject / topics in which Secretarial Standards are to be developed
27 Apr 2015
Directors Report & Disclosures U/s 134 of Companies Act 2013, Clause 49 of Listing Agreement and others
Under Section 134 of the Companies Act 2013 Directors Report is a Formal Communication Report/ Documents where full financial year's performance is shared with the investing community or rather say the stakeholders in the company. The non-compliance of the section is dealt as per section 134 (8) of the Companies Act 2013 where Minimum penalty is Rs. 50,000/- and Maximum is 25,00,000/-
06 Apr 2015
Appointment of Company Secretary under the Companies Act 2013 and his Rights and Obligations
Company Secretary Appointment and his Rights and Obligations needs to understand the definitions and as per sub section 24 of section 2 of Companies Act 2013, Company Secretary means a Company Secretary define in clause C of sub section 1 of section 2 of the Company Secretaries Act 1980.And as per clause C of sub section 1 of section 2 of the Company Secretaries Act 1980 Company Secretary means a person who is a member of Institute of Company Secretary of India. Company Secretary is managerial personnel in a private sector company and in a public sector company. A Company Secretary is a person who can represent his company before any quasi-judicial body in relation to any legal dispute and other legal litigation.
06 Apr 2015
Related Party and Arm’s Length Transaction under The Companies Act, 2013
Related party transaction is covered under section 188 of The Companies Act, 2013. Earlier Related Party Transaction was contained in section 297 of The Companies Act, 1956. Section 188 provides for the various transactions which cannot be entered into by any company without the consent of Board of Directors. A Resolution has to be passed at a Board meeting and the consent has to be given by the Board of Director, than only can the company enter into such transaction.
26 Mar 2015
Independent Directors & The Companies ACT, 2013
The Companies Act, 2013 confers greater power and responsibility on the part of independent director and its provisions from the view point of governance in a company. The Companies Act 2013 defines Independent Directors under section 2(47). Independent Directors are the directors on Board of a company who are independent individuals. Independent Director is someone who does not have any material or pecuniary relationship with the company or directors. The concept of independent Directors came in late 1980s and early 1990s due to unveiling of various corporate frauds. The criteria for independent directors were introduced mainly to ensure transparency in corporate governance and safeguard the autonomy of independent directors.
25 Mar 2015
SC rules in favour of Freedom of Speech on the internet & restricts liabilities of Intermediaries
In the widely celebrated judgement of the Hon’ble Supreme Court wherein section 66A of the Information Technology, Act was struck down, India’s Supreme Court has also defined the contours of an intermediary’s liability. The judgement further goes on to clarify in unequivocal terms that there is nothing wrong in having Internet specific laws.
10 Sep 2014
Fraud & Reporting In India
Corporate fraud is a major problem that is increasing both in its frequency and severity. Research evidence has shown that growing number of frauds have undermined the integrity of financial reports, contributed to substantial economic losses, and eroded investors’ confidence regarding the usefulness and reliability of financial statements. The increasing rate of white-collar crimes demands stiff penalties, exemplary punishments, and effective enforcement of law with the right spirit. Our country has also witnessed several corporate Frauds, few of them being - the 5000 crore rupees Harshad Mehta scam in 1992, 7000 crore rupees Satyam fiasco in 2009, the 27000 crore rupees Sahara fraud case which started in 2010 and is sub-judice in Supreme Court, till date.
20 Jun 2014
A critical analysis of E-voting facility under companies Act 2013 V/s 35B of Listing Agreement
• What exactly is e- voting? E-voting is a process where a shareholder who is not able to personally attend a company meeting sends his vote by logging into is computer through a special URL allocated by the company the company makes arrangement with service provider such as CDSL for this purpose. E-voting known by various names such as remote voting advance voting absentee voting is common in several countries already. The European Union made it mandatory in the 2007. Australia, Malaysia have also made it mandatory. In several of the states in the USA also, such a voting is mandatory. The MCA incorporated rule 20 of companies (Management and Administrative) Rules , 2014.
14 Mar 2014
Corporate Social Responsibility and The Companies Act 2013
The Ministry of Corporate affairs has notified the Section 135 and schedule VII of the Companies Act, 2013 as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 to come into effect from 1st April 2014. The Companies Act, 2013 has introduced the idea of CSR to the forefront and its promoting greater transparency and disclosure.
03 Feb 2014
Competition Commission of India – Anti-competitive practices - Recent trends
An analysis of recent orders of the Competition Commission of India. Delving into the recent trends in the Indian Competition & anti-trust laws.
20 Nov 2013
Corporate Legal Services of India served to North American Companies in New York
American companies are being provided corporate legal Services of India at their door steps locally in New York by HPACS Consulting of New Delhi and its Subsidiary “HPACS Consulting (UK) Ltd” of London. This local availability is helpful to all American Corporations having their business interests in India and UK
23 Oct 2013
Revival & Rehabilitation of Sick Companies under Companies Act 2013
Distressed or Sick Company revival & rehabilitation related legal provisions in India have been made at par with developed countries under chapter XIX of The Companies Act 2013 section 253 to 269. Earlier Sick Companies ( Special Provisions) Act 1985 was pro Promoters / Directors of the company but now it is Pro Creditors and much aggressive to revive the company. Sick company consultants like HPACS Consulting having experience to deal in Sick Companies or SICA 1985 are there to assist such companies. Explore at: http://www.hpacs.com/company_indian_services.html
18 Oct 2013
Practicing Company Secretaries- HPACS Consulting
HPACS Consulting was promoted in February 2006 by Mr. Hemant Paliwal, Managing Partner of Hemant Paliwal & Associates- a firm of Practicing Company Secretaries of India established in February 1999 who carry out Secretarial Audits and who has a wide and extensive global corporate experience of over thirty years. In June 2007 Mr. Hemant Paliwal also established HPACS Consulting (UK) Ltd, in London to serve HPACS' clients worldwide.
15 Oct 2013
Class Actions under Companies Act 2013 and new Era of Corporate Democracy in India
India Inc has never faced the challenge in its corporate democracy as it would now face as soon as Section 245 of The Companies Act 2013 comes into effect. Class suits were not heard in India until Class suit was filed in USA against the SATYAM company when the biggest ever corporate fraud was disclosed and American Investors were shocked to know the quantum and quality of the fraud by its own Managing Director cum Promoter of the company, who was the most darling of the investor community worldwide.Class Action Suits consultants are imminent for companies in India.
07 Oct 2013
Secretarial Audits
The Companies Act 2013 of India has first time introduced the concept of Secretarial Audit. The Secretarial Audit as such has not been defined but it means the “ Corporate Legal Due Diligence on yearly basis as to what extent the company has complied with the legal obligations under the Companies Act 2013 and other allied corporate Laws as applicable to the companies.
30 Sep 2013
Training the Board of Directors - Companies Act, 2013
The Companies Act, 2013 is ushering in a new era of corporate governance. Is the Board of Corporate India prepared?
09 May 2013
'Rules to Companies Act, 2013 to provide broad canvas for CSR activities'
With the new Companies Act requiring entities to spend on social welfare activities, the government is working on rules that would provide a broad canvas for CSR activities rather than addressing issues in a micro manner. The rule-making committee, set up by the Corporate Affairs Ministry, is expected to come out with draft norms soon for the new Companies Act.