Companies Act

Introduction: Corporate documents are essential resources of a company as they are referred to by various users within the organization as well as externally. They hold evidentiary value in many instances. Therefore, preservation of documents becomes necessary, and it is the duty of the management of every company to ensure documents are preserved in easily retrievable yet secure manner. This article attempts to explain about the provisions applicable for preservation of documents under the Companies Act, 2013 (“CA 2013”) and rules made thereunder including the Secretarial Standard (“SS”) notified under Section 118 of the Act.

Section 186 of the Companies Act, 2013 (hereinafter referred to as “the Act”) corresponds conceptually to Section 372A of the predecessor Act i.e. Companies Act, 1956. In reality, it
raverses a path which is much wider than its predecessor and its tentacles extend much wider than perhaps was intended by the legislature. Further, it is replete with drafting anomalies which still need to be addressed. It is also much more rigid and inflexible, making it an arduous obligation for corporates to fulfil as opposed to its avowed intention to regulate investments and lending by companies essentially to corporates.

It is not uncommon for a company to seek out the services of its directors in their professional capacity for carrying out specific assignments for which they may be paid remuneration, which would be over and above what they are entitled to in their capacity as directors. Alternatively the director concerned may also be engaged as a retainer entitling him to a fixed payment which may be periodic, apart from his remuneration as a director.

The One Person Company (OPC) was a new corporate structure which was introduced in India through the Companies Act, 2013. The OPC structure was derived from the single member company concept from the UK’s Companies Act, 2006. The structure allows the corporatization of sole proprietor businesses. Further, it provides the limited liability advantage to these businesses.

Under Section 197 of the Companies Act, 2013 as it stood prior to the amendment made thereto by the Companies Amendment Act 2020, non-executive directors including independent directors could be paid remuneration in normal circumstances only by way of sitting fees for attending meetings of the Board and Committees of which they are members

An Independent Director is a non-executive director who apart from receiving the director’s remuneration does not have any material/ pecuniary relationship or transaction with the company, its promoters, its directors, its senior management or its holding company, its subsidiaries and associates, which in judgment of the Board may affect independence of judgment of the Director

The concept of “buy back of securities” is just over a decade old and is normally resorted to reorganize the capital structure. It means buying the shares allotted to shareholders at a
predetermined price. Buy back results in cancellation of capital leading to an improved EPS in

Articles of Association of a company has always been recognized as part of the Charter Documents of any company of whatever nature incorporated under the provisions of the
Companies Act, 1956 (Act). The Charter Documents of a company are the Memorandum of

There has always been a slight confusion in the minds of first time entrepreneurs on the distinction between a proprietorship firm, a partnership firm and a company. Invariably,
most entrepreneurs who have established their business as proprietorship concerns or partnership firms refer their entity as companies. They are not clear why they want a

Many times we come across the situation where documents issued in one country need to be used in or presented to another country. These documents must be authenticated or legalized
before the other country will recognize those documents and give the documents the legal import given in the jurisdiction of origination

Background: During the last week of November, 2011, SEBI had issued an order restraining two entities of the Sahara group as well as certain promoters and directors from accessing the capital markets.

When a company is newly formed or starts a new line of business, the company engages the best executives and employees available, who bring in their know-how, skill
and expertise with them which adds great value to the growing enterprise.

The term ‘Promoter’ is common in the corporate sector and also common parlance. However it is to be noted that the term ‘Promoter’ has not been defined under the
Companies Act, 1956 (Act) and other legislations relating to corporate affairs. It is also to be noted that although the term is used under various provisions of the Act, Section 2

Given the conducive business environment more and more new entrepreneurs are emerging in the corporate sector. Among all the business entities, the most conducive
business entity/organization is a corporate entity incorporated under the provisions of the Companies Act, 1956.

Entrepreneurs and CEOs responsible for governance are often intrigued by the question – what needs to be placed before the Board for approval? which matter requires Board
deliberations/decision ? What needs to be taken to the Shareholders for approval?

Section 212 (1) of the Companies Act, 1956 requires that there shall be attached to the balance sheet of holding company having a subsidiary or subsidiaries at the end of the
financial year as at which the holding company’s balance sheet is made out, the

Borrowing is one of the important sources of money for any business. Be it a long-term loan or a short-term loan or a working capital limit or even a simple corporate credit card, companies have to depend on Banks and Financial Institutions or look at Loans from Directors.

The intention of this article is to sensitize the readers on the importance of issuing notice of a General Meeting to all those persons who are entitled to receive it as well as to understand what accidental omission is

“Transmission of Securities” means transferring the title / ownership of securities to legal heirs or successor or nominee or surviving joint holder, in case of death of a security holder, insolvency, inheritance or lunacy of the member by operation of law.