case study related to companies act 2013

Case Study on Revival Of A Company Under The Companies Act, 2013

About the client:

R&A Associates has advised and assisted companies which have been struck off to revive back and commence its operations. This particular client has been primarily engaged in the business of property development, civil construction contracts and infrastructure project development and construction work. The company was struck off pursuant to an order passed by the Registrar of Companies (ROC), Hyderabad on one of the grounds mentioned under Section 248(1) of the Companies Act, 2013.

The Appellate authority to be approached for obtaining the order for revival is the National Company Law Tribunal (NCLT). In case on an order for strike off, any aggrieved stakeholder be it member, shareholder, director, employee or Income tax department may file an appeal  before the NCLT for revival.

In the instant case, the promoters of the Company approached R&A Associates to help them with the revival of company and after successful completion of the assignment, the client continues to avail Corporate Secretarial services from us on an ongoing basis.

Our Association and work – The process of revival of the company at the initiative of the promoters can be broadly compartmentalized into two major activities – (i) revival of the company and (ii) activation of Director Identification Number (DIN) of the Directors associated with the Company.

The sequence of activities is outlined below:

• First and foremost, the appeal for revival to NCLT must be filed within a period of three years from the date of the order of the ROC.
• Evaluating the eligibility of the company for revival based on various parameters as in the time gap since the commencement/carrying of of business/operations, assets held, compliance status etc., by reviewing its Financial Statements.
• Advising the client on the documentation with a complete checklist of information to be provided.
• Preparing the appeal petition under Section 252(3) along with the necessary documents for revival of the Company as and for activation of Director Identification Number (DIN) of the directors associated with it and filing the same with National Company Law Tribunal (NCLT) with a copy forwarded to ROC.
• Coordinating and following up with the ROC to forward its observations/comments to the NCLT on the application for the revival of the company.
• Representing the client before the NCLT at the hearing with the request to pass favourable order for restoration of the name of the Company and following up for the issuance restoration/revival order.
• Upon receipt of revival order, filing the same with the ROC within the specified timelines along with the fees & costs as advised by NCLT.
• Coordinating with ROC for change of Company status from “Strike off” to “Active” and activation of Director Identification Number (DIN) of all its directors.
• Undertaking preparation, certification and filing of pending Financial Statements, Annual Returns and such other forms as may be required with the ROC and complying with the requirements of the Companies Act, 2013 and rules made there under . 

Once the final activity as mentioned above is done, the Company is ready to commence its operations. We have been able to go through the entire process and complete is successfully for various clients of ours.

At R&A Associates, we offer end-to-end support relating to revival of companies which have been struck off pursuant to the order of ROC. Based on our past experience of handling various such assignments, we have observed that the process is a bit complex and time consuming and so it is important to hire the right professional.

Do write to us in case you want to know more at  [email protected]

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Some Recent Trends In Oppression & Mismanagement Cases Under The Companies Act, 2013

Contributor.

"...and every city or house divided against itself

will not stand." –Matthew, 12:25

The provisions regulating oppression and mismanagement in companies are an integral part of corporate governance. They ensure that interests of a company are protected and that no shareholder or member of the company faces undue bias or prejudice.

Functioning of companies, of any significant size in terms of issued shares, is based on the broad rule of corporate democracy, i.e. the company makes decisions on its various affairs based on the rule of majority voting, in one form or another, with votes being cast by its shareholders to approve or disapprove of a particular course of action. However, it may sometimes be the case that the decisions of the majority are prejudicial to the company or to the public interest, or prejudicial or oppressive to any of its members. The provisions relating to oppression and mismanagement are included in company law as exception to the majority rule, with a view to prevent misuse or abuse of the voting power of the majority shareholders.

The term 'oppression' involves a visible departure from the standards of fair dealing, and a violation of the conditions of fair play on which every shareholder who entrusts his money to a company is entitled to rely. 1  Whereas mismanagement implies that the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company. 2

Provisions relating to oppression and mismanagement are found in Sections 241-246 of the Companies Act, 2013. The relevant provisions and their operation are discussed hereinunder.

When can an application be made:

Section 241 provides that members can approach the National Company Law Tribunal ("Tribunal") in two cases. First, if the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to them or any other member(s), or in a manner prejudicial to the interests of the company.

Secondly, if there is a material change in the management and control of the company by an alteration in the board of directors, membership or share capital, or in any other manner, and the change is likely to cause the affairs of the company to be conducted in a manner prejudicial to the affairs of the company or to its members or any class of members. However, if such change is brought about in the interest of creditors, debenture-holders, or any class of shareholders of the company then the change will not qualify as a material change.

Who can make the application:

Section 244 gives the following people the right to apply for an action under Section 241:

• in case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares;
• in the case of a company not having a share capital, not less than one-fifth of the total number of its members.

The Tribunal however can waive the aforementioned numerical requirement if it deems such waiver to be necessary. The National Company Law Appellate Tribunal ("NCLAT") in case of Cyrus Investments Pvt. Ltd. & Anr. v. Tata Sons Ltd.& Ors. 3  devised a four-step analysis to determine whether the numerical requirement of Section 244 should be waived or not. The four-steps proposed by NCLAT are:

• Whether the applicants are member(s) of the company in question? If the answer is in negative i.e., the applicant(s) are not member(s), the application is to be rejected outright. Otherwise, the Tribunal will look into the next factor.
• Whether (proposed) application under Section 241 pertains to 'oppression and mismanagement'? If the Tribunal on perusal of proposed application under Section 241 forms opinion that the application does not relate to 'oppression and mismanagement' of the company or its members and/or is frivolous, it will reject the application for 'waiver'. Otherwise, the Tribunal will proceed to notice the other factors.
• Whether similar allegation of 'oppression and mismanagement', was earlier made by any other member and stands decided and concluded?
• Whether there is an exceptional circumstance made out to grant 'waiver', so as to enable members to file application under Section 241 etc.?

Therefore, in light of the four-step analysis applied to the facts of the case, NCLAT granted waiver to the Appellant/Applicant though it fell short of the 10% requirement.

Further, under Section 241(2) the Central Government can also make an application to the Tribunal if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to the public interest.

What can the Tribunal do:

Section 242 lays down the powers of the Tribunal: it states that on receipt of application if the Tribunal is of the opinion that the affairs of the company are being conducted in a manner prejudicial or oppressive to any member(s), or prejudicial to the public interest or interest of the company, and that the Tribunal would be justified in winding up the company on just and equitable grounds but doing so will unfairly prejudice such members or members of the company, then it can pass any order as it may deem fit with a view to end the matters being complained of in the application. Further, Section 242(2) provides a non-exhaustive list of actions that the Tribunal can take against companies if their actions are found to be oppressive.  The list in Section 242(2) includes powers to regulate the conduct of affairs of the company in future, or restrict the allotment or transfer of the shares of the company, or remove managing director or directors of the company etc. Further, Section 242(4) allows the Tribunal to pass an interim order and thereafter a final order.

Some significant rulings:

The recent case of Tata Consultancy Services Limited v. Cyrus Investments Pvt. Ltd . & Ors. 4  is a landmark decision on oppression and mismanagement. In this case Mr. Cyrus Mistry was replaced from the position of non-executive director with Mr. Ratan Tata on the board of Tata Sons, by a resolution of the companies' Board of Directors. Further, he was also removed from directorship in various companies of the Tata Group, by resolutions passed at shareholder meetings.  Upon his removal, two companies by the name of Cyrus Investments Private Limited and Sterling Investment Corporation Private Limited that held shares of Tata Group of Companies filed a complaint under Sections 241, 242 and 243 alleging prejudice, oppression and mismanagement. Mr. Mistry had controlling shareholding in both these companies.

The NCLT held that there was no oppression or mismanagement on a mixture of facts and law. The NCLAT on appeal reversed the judgement, went one step further and reinstated Mr. Mistry as the director of Tata Sons and few other companies in the Tata Group. Various companies from Tata Group filed appeals to the Supreme Court ("SC") which were clubbed and heard together. While holding that affairs of the Tata Group do not amount to oppression, the SC made the following important observations:

• Removal from position of directorship is not sufficient to make out a case of oppression and mismanagement, and the NCLT can dismiss such complaints. However, relief under Section 242 can be granted if the removal is carried out in accordance with law but "forms part of a larger design to oppress or prejudice the interest of some members."
• Winding up of a company upon finding of oppression/mismanagement can only take place when there is a justifiable lack of confidence in the conduct and management of the company's affairs. A mere lack of confidence between majority and minority shareholders will not be sufficient.
• Sections 241 and 242 do not give the Tribunal powers of reinstatement.
• Court while deciding a case under Section 241 can only look at past conduct or conduct which is going on. An apprehension of future misconduct arising out of the Articles of the company cannot be looked into by the Tribunal under a Section 241 complaint.

Power of Government to make complaints:

Review of opinion formed by the Central Government under Section 241(2):

Another remarkable judgement relating to oppression and mismanagement was the 2021 judgement of Union of India v. Delhi Gymkhana Club 5 . In this case the petition for oppression and mismanagement was filed by Government of India under Section 241(2). The NCLAT discussed the scope of Section 241(2) and made the following observations:

• when the Central Government files a complaint under Section 241(2), it is required to record its opinion as regards affairs of the company being conducted in a manner prejudicial to public interest, and recording of such opinion is a sine qua non for applying to the Tribunal under Section 241(2).
• The Tribunal cannot review sufficiency or otherwise of material based on which the government has formed its opinion, more so when no mala fide is attributed to the Central Government.
• The phrase 'public interest' cannot be stretched so far as to include all Indian citizens. It would suffice if the rights, security, economic welfare, health and safety of even a section of the society -like the candidates seeking membership from the category of common citizen- are affected notwithstanding the fact that they are only a few individuals.

Power of Tribunals under certain circumstances:

Power to pass interim order:

In Smt. Smruti Shreyans Shah v. The Lok Prakashan Ltd. & Ors. 6  the NCLAT held that Tribunal can issue interim orders under Section 242, if a prima facie case is made out. It observed that the making of an interim order by the Tribunal across the ambit of Section 242(4) postulates a situation where the affairs of the company have not been or are not being conducted in accordance with the provisions of law and the Articles of Association. For carving out a prima facie case, the member alleging oppression and mismanagement has to demonstrate that he has raised fair questions in the Company Petition and which require a probe.

Power to decide matter pending before civil court:

The SC in Aruna Oswal v Pankaj Oswal & Ors. 7 , held that since questions relating to right, title, and interest in shares as a result of nomination were pending before a civil court which had ordered status quo in relation to the SC matter, it would not be open to a shareholder whose title to the shares had been disputed and who was not eligible to maintain a petition under Section 244, to agitate matters relating to the disputed shares, by way of a petition for oppression and mismanagement, including by seeking a waiver of the requirements under Section 244.

Power to decide matters in presence of arbitration clause:

In Dhananjay Mishra v Dynatron Services Private Limited & Ors. 8 , the NCLAT held that acts of non-service of notice of meetings, financial discrepancies and non-appointment of directors being matters specifically dealt with under Companies Act and falling within the domain of the Tribunal to consider grant of relief under Section 242 of Companies Act render the dispute non-arbitrable though it cannot be disputed as a broad proposition that the dispute arising out of breach of contractual obligations referable to the MOUs or otherwise would be arbitrable.

Power to implead auditors of the company under investigation:

In Deloitte Haskins & Sells LLP v Union of India 9 , NCLAT allowed the government to implead auditors of a company in case of fraud and mismanagement. In this case, a petition was filed by the Central Government against Infrastructure Leasing & Financial Services ("IL&FS") and IL&FS Financial Services (IFIN) inter-alia under Section 241(2) alleging fraud and mismanagement and conduct of affairs which were prejudicial to public interest. The Central Government also sought to implead IL&FS and IFIN's statutory auditing firms and the partners of the firm who were involved in the audit (those who were still working with the firm or who had resigned). This was assailed by the auditors on the grounds that they were not necessary parties to the proceedings and that they had resigned as auditors prior to the institution of the proceedings by the Central Government. Rejecting the contention, the NCLAT held that the powers of the Tribunal under Section 242 are very wide and it would be open to the Tribunal to hear any party including the former auditors, before passing an order, in order to protect public interest or the interests of the company.

Concluding remarks:

Although the Tribunal has wide powers under Section 242 to pass any order as it may deem fit to bring an end to the matters complained of, its capability to do so is conditioned by Sections 241, 242 and 244. For obtaining orders under Section 242, the applicant has first to pass the test of meeting the numerical requirement under Section 244, and then to satisfy the Tribunal on the requirements of Sections 241 and 242 – viz. oppressive or prejudicial conduct, and a just and equitable case for winding up of the company.

These requirements have thresholds that are somewhat high since the numerical requirement can only be waived in exceptional cases, and a mere lack of confidence between members and directors will not amount to just and equitable grounds for winding up. The provisions of oppression and mismanagement coupled with precedents set by the courts can thus be seen to strike a balance between the rights of the majority and minority shareholders in a company. They provide a way to set the house in order.

1 . Elder v Elder & Watson. Ltd., (1952) Scottish Cases 49.

2 .  In re Albert  David Ltd., [1964] 68  CWN  163.

3 . 2017 SCC OnLine NCLAT 261.

4 . 2021 SCC OnLine SC 272.

5 . 2021 SCC OnLine NCLAT 123.

6 . Company Appeal (AT) No. 25 of 2018 (decided on 5th September, 2019).

7 . Civil Appeal No. 9340 of 2019, decided on 6 July 2020.

8 . Company Appeal (AT) 389 of 2018, decided on 10 April 2019 (NCLAT).

9 . Company Appeal (AT) 190 of 2019 decided on 04 March 2020 (NCLAT).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Corporate/Commercial Law

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AOR Prashant Kanha | Advocate on Record Supreme Court of India

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Judgments on Offences by Companies under the Companies Act, 2013

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• Budget 2024
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Compliance of Related Party Transactions under Companies Act, 2013

Evaluating the Compliance of Related Party Transactions under Companies Act, 2013 in Indian Public Companies

Introduction

Understanding and managing of related party transactions (RPTs) is one of the most important models in corporate governance for those countries where business groups and especially the family businesses play an important role as in the case of India. Subsequently, Section 188 of the Companies Act, 2013 sparked controversy as a measure to prevent RPTs and safeguard minorities’ interest through regulations and notifications. The aim of this article is discussed to determine the degree of Companies Act 2013 compliance in Indian public companies especially in provisions that relate to RPTs, the specific legislation, implementation, and problems encountered in meeting the requirements thereof.

Legislative Framework

The Companies Act, 2013 deals with RPTs under section 188.Glancing through this Companies Act, 2013, one comes across section 188 which outlines the legalities of RPTs. It presupposes that any related party transaction shall be approved in writing by the Board of Directors and in some cases by the shareholders. Section 2(76) of the Act lays down a general meaning for the term ‘related party’ and it includes directors, the Key Managerial Personnel or their relatives and every associate of such a person, director or Key Managerial Personnel, that holds an interest in the concerned business in the corporate.

Key Provisions of Section 188:Key Provisions of Section 188:

1. Board Approval: Every RPT must be approved by the Board of Directors as the case is preceded by a resolution of the board.

2. Shareholder Approval: In respect of transactions where the consideration received or which is to be paid exceeds predetermined thresholds, share holder approval is prescribed through a special resolution. The voting right procedure also cancels for all other interested parties.

3. Disclosure Requirements: The Board report and the financial statements of the RPT must contain specific disclosure of such arrangements In addition, the disclosures must be made to the stock exchange in which the company’s securities are traded.

4. Arm’s Length Transactions: Any dealing in the shares or securities of the Company and on an arm’s length basis and where such dealing is in the ordinary course of the business of the Party, does not require the approval of the shareholders.

Implementation and Compliance

The RPT regulations are implemented by SEBI for the listed companies and for unlisted companies it is implemented by the Ministry of Corporate Affairs. Depositors’ compliance is exercised through the filing of reports, regular examination, and evaluation recommended by legal bodies.

Board and Shareholder Approval

Thus, merely getting Board’s approval for RPTs is relatively followed by most of the Indian public companies. It is common practice for many firms to have internally set up committees particularly audit committees to scrutinize and endorse RPTs before they are presented to the Board. Shareholder approval is a more intricate problem, however, especially in regards to the transactions that go beyond the set thresholds. It requires that the resolutions should be approved by a vote and that persons interested in the investment should not vote on the matter.

Disclosure Practices

One can also state that increased transparency is another key factor that distinguishes the contemporary picture of RPTs due to the strict regulation of financial activities within the company. There are rules for preparing and presenting applied RPTs; all material RPTs must be reflected in the annual reports and financial statements of the company. Also, SEBI’s Listing Obligations and Disclosure Requirements (LODR) require entities to disclose to stock exchanges material RPTs on the occurrence of the event.

Challenges in Compliance

Despite the robust regulatory framework, several challenges hinder the effective compliance of RPT regulations in Indian public companies: Despite the robust regulatory framework, several challenges hinder the effective compliance of RPT regulations in Indian public companies:

1. Complexity of Transactions: The number and complexity of business transactions and the list of parties as related creates difficulties in identification and reporting all RPTs.

2. Corporate Culture: This may explain why several Indian firms have the potentiality of conflicting interest considering the fact that many firms have family related interests, and may not fully conform to the general compliance standards.

3. Enforcement Issues: The laws are quite clear on the matters of employment, but the compliance with such laws is still an issue. The legal enforcement agencies are usually poor in terms of financial might and knowledge to conduct an extensive investigation and audit.

4. Stakeholder Awareness: At the same time, the awareness and knowledge of RPT regulations among directors, shareholders, and auditors are grossly missing or insufficient. This could result in accidental noncompliance.

Case Studies

To have an understanding of practical challenges, level of compliance, etc., let us pick up the few of Indian public companies and make an attempt to carry out a case study

1. Tata Sons and Tata Motors: Tata Motors is part of the Tata Group. It has large related party transactions with its parent company Tata Sons and with other group companies. The company has well-set mechanisms of identification and approval of RPT. The same is looked over by a dedicated audit committee. At the same time, the structure of Tata Group is very complex to make compliance with a higher volume of transactions. But still, Tata Motors have substantially complied with the high standard of compliance for proper disclosures and seeking shareholders’ approvals of major transactions.

2. Reliance Industries Limited: It happens to be one of the largest groups in India, hence engaging in RPTs with subsidiaries and associates many times more often. There have been apprehensions as to the compliance by RPTs on the part of the company. ~matters pertaining to the fairness in pricing of the transactions and the extent of disclosures have also been raised. It has addressed concerns relating to transparency through detailed disclosures in its annual reports; it has also obtained independent valuations for major transactions.

3. Satyam Computer Services: The Satyam saga brought to the world face-on the grim consequences that could befall by not having RPT regulations in line with requirements. Founder Ramalinga Raju was enabled to perpetrate fraudulent transacting across related-group entities that then delivered massive financial discrepancies and the eventual ruin of the company. This case dragged along to its grave fold the fact on taut enforcement and the role of independent directors surveying RPTs.

Better compliance recommendations

Below are the recommendations that should be taken note of to enhance compliance by Indian public companies with the provisions of RPT as per Companies Act 2013:

1. Internal Controls: To detect, review and approve related party transactions there ought to be effective internal control systems. Audit committees made up of independent directors who may not act in self-interest will be required for this purpose.

2. Training and Awareness: Regular training programs for top management executives, directors, and auditors need to be organized so that they can understand better the RPT systems and their associated obligations.

3. Independent Valuation: Getting independent valuations for such major RPTs will help ensure that these are truly at arm’s length and also provide a fair process towards all shareholders especially the RPTs which are necessarily put before shareholders for approval.

4. Periodic audits: From time to time internal as well as external audits would be done in relation to RPTs to test their compliance with diverse provisions of law and regulations. Therefore, major steps of external auditing should focus primarily on identifying potential conflicts of interest and ensuring that all disclosures made are correct.

Related-party transaction regulation under the Companies Act, 2013, comes as one of the most important concerns of corporate governance in Indian public companies. These cast it as the entire legislative regime on the provisions’ effective working, devolving to the existence of rigorous internal controls, awareness by the stakeholders, and their strict enforcement. In light of this, with these hurdles surmountable, best practices put in for transparency and good corporate governance generally in Indian public companies shall then be able to protect minority shareholders.

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Home » Blog » [Case Study] Procedure of Conducting Board Meetings

[Case Study] Procedure of Conducting Board Meetings

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• 12 Min Read
• Last Updated on 22 February, 2023

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Table of Contents

1. Board meeting

2. provisions under the companies act 2013 for conducting board meetings, 3. section 173 of companies act, 2013 – meetings of board, 3.1 minimum number of board meetings, 3.2 gist of section 173, 4. manner of participation by directors, 5. penal provision for any default/violation of section 173.

5.1 Penal provision as per section 450 of Companies Act 2013

6. Regulatory actions

7. the relevant case law on this matter, 8. details of the company, 9. regulator’s inspection/checking procedure on compliance, 10. facts of the case, 11. show cause notice and personal hearing, 12. the findings of the regulators on the submission made by pcs, 13. the order passed by the registrar of companies, 14. conclusion.

The board meeting in a company is a formal meeting of the directors of the company called to debate certain issues and problems and to make decisions to run the company smoothly in order to achieve the desired goals and objectives set. The meetings are held at definite times, at definite places. A board meeting is organized to solve some special issues, taking important decisions, or to make new policies, monitor the progress, taking note of the compliances and such other matters. No doubt planning a board meeting require a meticulous detailed preparation than the usual company / corporate events which are attended by the directors and at times, invites / experts called for the meeting for specific purposes.

Since the companies are incorporated and registered under the framework of the Companies Act, the companies are mandatorily required to follow the laid down procedure of the provisions of the Companies Act, 2013. Relating to conducting of the board meeting in a company, the following are the laid down procedure / provisions under the Companies Act 2013.

Dive Deeper: [Opinion] Consequences of failure to give notice for holding a board meeting under the Companies Act

Following are the rules and conditions laid down by Companies Act 2013 which are mandatorily required to be followed and fulfilled by the companies and board of director of a company

As per section 173(1) of Companies Act 2013, “every company shall hold the first meeting of the board of directors within thirty days from the date of company incorporation and thereafter hold board meetings in such a manner that not more than 120 shall intervene between two consecutive meetings and should be a minimum number of four meetings every year.”

We can conclude the following from the above provision that:-

(i) Every company is required to hold the first meeting of the board of directors within 30 days of the date of company incorporation. (ii) A minimum number of 4 meetings of its board of directors is required to be held every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the Board. (iii) It is observed that the Central Government may by notification direct that the provisions of this subsection shall not apply to any class or description of companies. (iv) The provisions related to a minimum number of board meetings apply to a company licensed under section 8 company only to the extent that the board of directors of such companies shall hold at least one meeting within every 6 calendar months.

As per sub-section (2) of section 173 of the Companies Act 2013, it says that “the participation of directors in a meeting of the board may be either in person or through video conferencing or other audiovisual means, as may be prescribed, which are capable of recording and recognizing the participation of the directors and recording and storing the proceedings of such meetings along with date and time: Provided that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audiovisual means.”

Offences for default committed in section 173 of the Companies Act 2013, is not provided specifically in the Act. In such a case, the penalty will be imposable under section 450 of the Act as provided in that section. In this case also, the penalty would be levied for noncompliance as per section 450 of the Companies Act 2013.

5.1. Penal provision as per section 450 of Companies Act 2013

Section 450 of the Companies Act, 2013 spells out that if a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, Imitation or restriction subject to which any approval, condition, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be table to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.

To understand the regulatory action in cases of non-compliance relating to the conduct of board meeting, it would be worthwhile to go through a decided case law on this matter.

We shall go through a case relating an adjudication order passed by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli on 13th April 2020, in the matter of M/s. D J. Shah Investment Finance Private Limited of Gandhinagar, Gujarat, under section 454(3) of the companies act 2013 read with rule 3 of the companies (adjudication of penalties) rules, 2014 for violation of section 173(1) of the Companies Act, 2013.

D.J Shah Investment Finance Private Limited is a company incorporated on 1st June 1984 having its registered office at 619, Yash Kamal Building, Sayajigunj Vadodara Gujarat. The company falls under the jurisdiction of Registrar of Companies, Ahmedabad and the Registrar of Company is situated at Ahmedabad. The company operates in the securities, commodity contracts and other financial investments and related activities sector. The company had three directors on its board (being a private company)

As per sub-section (5) of section 206 of the Companies Act 2013, the Central Government carry out the inspection of the books of accounts of the company and after going through the records / documents of the company, the inspecting officer would take note of any non-compliance committed by the company. Such non-compliances would be reported by the inspector to the Registrar of Companies by way of submitting an inspection report.

Even if the inspection is not taking place, the Registrar of Companies (RoC) could go through the documents submitted (i.e. financial statements along with the Board report) by the company via e-filing done by the company at the MCA Portal and information could be gathered and where required the RoC could call for further information from the company in order to ascertain the facts.

In this case, the regulators during their procedural scrutiny observed from the documents filed by D.J Shah Investment Finance Private Limited at the MCA portal – from the annual report submitted by the company in form MGT-7, that the company’s board meetings were held as listed below during the financial year 2017-18 (financial year ending as on 31/3/2018)

(a)	20-01-2022	Since the non-compliance of section 173(1) of the Companies Act 2013 committed by D.J Shah Investment Finance Private Limited has been observed on scrutiny, the Registrar of Companies issued Adjudication Notice to the company and its officers for the default / violation of section 173(1) of the Companies Act 2013 read with rules made thereunder
(b)	18-02-2022	Thereafter, a “written notice” for a personal hearing was issued to the company and its officers in default as per section 454(4) of the Companies Act 2013.
		The personal hearing was fixed on 16-03-2022
(c)	16-03-2022	On the Scheduled date of hearing i.e. on 16.03.2022, practicing company secretary duly authorized by the company appeared and attended the hearing and made oral submissions. The following were also stated by the authorized representative. ( ) The company has convened four board meetings during the financial year 2017-18 on 30.06.2017, 15.07.2017, 12.12.2017 and on 24.03.2018. ( ) The company has also convened a board meeting on 7-11-2017. However, the board meeting was convened at a shorter notice and the meeting could not take place as there were no quorum. ( ) In such situation, the company circulated the agenda of transfer of shares and the same were approved by circulation of resolution. ( ) The Annual Return i.e. MGT-7 filed for the financial year 2017-18 had already mentioned the date of approval of transfer of shares i.e. 07.11.2017. ( ) To justify and support this fact, the learned PCS submitted the Annual Return i.e. MGT-7 filed for the financial year 2017-18. ( ) The Learned PCS further submitted that the company is closely held private limited company with the Authorized share capital of Rs 10 Lakhs and paid up capital of Rs.8.5 Lakhs. ( ) The company has not borrowed any amount from the bank or any financial institution. ( ) The company has not made any gain or unfair advantage and there is no injury cause to public interest. ( ) The company is a compliance company and assure to take extra care in future to remain complaint. After the hearing and the oral submissions made by the Learned PCS, the Registrar of Companies has observed from the transfer list of shares attached with MGT-7 filed under the Ministry of Corporate Affair portal vide SRN No. H25987967 dated 24-10-2019 approved through STP mode that date of board resolution i.e. 7.11.2017 as claimed by Learned PCS is not mentioned anywhere in the share transfer form attached with the annual return in form MGT-7 for the financial year 2017-18. The Registrar of Companies further noted that the date of execution of transfer of shares as 07.11.2017 is mentioned therein, which may not assume board’s resolution date. It was also further felt by the proceeding officer hat this type of activity should be avoided since it revealed that company / directors have not performed their duly as prescribed under the companies Act 2013 and such ignorance of law should not be excused The conclusions reached by the Registrar of Companies who is an Adjudicating officer The following are the conclusions reached by the Registrar of Companies before he passed the order on this matter. (a) Under the above circumstances of the case, the Registrar of Companies has reasonable cause to believe that the company and its officers have violated the provisions of the Act, 2013. (b) The company has not complied with the provisions of section 173(1) of the Companies Act 2013 for which company and directors are liable to be penalized under section 450 of the companies Act, 2013 read with Rules made thereunder. While adjudicating the quantum of penalty under section 450 of the Companies Act 2013, the adjudicating officer has taken into consideration the following factors with due regards – namely: -. (i) The amount of disproportionate gain or unfair advantage whenever quantifiable made as a result of default. (ii) The amount of loss caused to an investor or group of investors as a result of the default. (iii) The repetitive nature of default, The Presenting officer also, further submitted that with regard to the above factors to be considered while determining the quantum of penalty, it is noticed that the disproportionate gain or unfair advantage made by the company and its directors or loss caused to the investor as a result of the delay on the part of the company to redress the investor grievance are not available on the record. Further to this, the Presenting officer also added that it is difficult to quantify the unfair advantage made by the company and its directors for the loss caused to the investors in a default of this nature. The Presenting Officer further submitted that it is observed from the balance sheet of the company that as at 31.03.2021 that the paid-up capital if the company is Rs 8,50 lacs and the turnover is Rs. 93.76 lacs. It is also observed that the company D.J Shah Investment Finance Private Limited is a subsidiary of Premier Solution Private Limited. Hence, the company does not fall under the ambit of a “small company”. In view of the above facts, the provisions of imposing lesser penalty as per the provisions of section 446B of the companies Act, 2013 do not apply to the company. Having considered the facts and circumstances of the case and submissions made by the Presenting officer and reply submitted by the company and its directors, vide letter dated 01-01-2022 along with oral submission made by the Learned practicing company secretary during the hearing and after taking into accounts the factors above, the Registrar of Companies imposed a penalty on company and its directors as per the table below for violation of section 450 of the Companies Act2013 by passing the adjudication order. The order also stated that the ROC is of the opinion that penalty is commensurate with the foresaid failure committed by the company and its directors. 1. Non-compliance reg. gap between Board Meetings more than 120 days during the financial year 2017-18. Non compliance reg. Gap between Board Meetings more than120 days Company 10,000 30 days * 1000 = 30000 40,000 40,000 Director 10,000 30 days * 1000 = 30000 40,000 40,000 Director 10,000 30 days * 1000 = 30000 40,000 40,000 Director 10,000 30 days * 1000 = 30000 40,000 40,000 Total 1,60,000 1,60,000 (Penalty calculated for reg. gap between Board Meetings more than 120 days during FY 2017-18 between two Boards’ Meeting viz. 15-07-2017 & 12.12.2017) 2. The company and directors shall have to make the payment of penalty individually for the company and by its directors (out of their own pocket) by way of e-payment (available on Ministry website – www.mcs.gov.in) under “pay miscellaneous fees” category in MCA fee and payment services within 90 [ninety] days of this order and the challan/SRN generated after payment of penalty through online mode shall be required to be filed in INC-28 to the office of the RoC. 3. The order also stated that appeal if any against this order may be filed in writing with the Regional Director, North western Region, Ministry of Corporate Affairs, ROC Bhavan, Opp. Rupal Park, NR. Ankur Bus Stand, Namnapura, Ahmedabad, Gujarat, within a period of sixty days from the date of receipt of this order in Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. [section 454 of the companies Act 2013 read the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019.) 4. The order also stated the concerned parties may take note that as per the provisions of section 454(8) (i) of the Cornpones Act, 2013, where company does not pay the penalty imposed by the Adjudicating Officer or the Regional Director within a period of Ninety days (90 days) from the date of the receipt of the copy of order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakhs rupees. Further as per of Section 454(8) (ii) of the Companies Act, 2013,where an officer of a company who in default does not pay the penalty within a period of Ninety days (90 days) from the date of receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine, which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both. 5. The order also further drawn the attention with respect to section 454[8) of the Companies Act, 2013 that in the event of noncompliance of this order, which provides that in case of default in payment of penalty, prosecution will be filed under section 454(8) (ii) the Companies Act, 2013 at the cost of the company and its officers without any further notice. 6. Finally the order ended with a note that the adjudication notice stand disposed of with this order. From the above decided case, one can come to an conclusion, even though the a minimum number of 4 meetings of the company is conducted every year, it is mandatory that the meetings are to be conducted in such a manner that not more than 120 days shall intervene between two consecutive meetings of the board as required under the provisions of the Companies Act 2013. It again goes to say that the company and its directors are to be very careful and ensure the absolute compliance called for under the provisions of the Companies Act 2013, failing which the regulators could take action against the company attracting fine and penalty and also spending considerable time on the matter to be resolved. References:- 1. Companies Act 2013 2. Companies (Meeting of Board and its powers) Rules 2014 3. Companies ( Management and Administration) Amendments Rules 2021 4. Companies (Adjudication of Penalties) Rules 2014 5. Adjudication order dated 13th April 2022 passed by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli in the matter of M/s. D J. Shah Investment Finance Private Limited of Gandhinagar, Gujarat, under section 454 (3) of the companies act 2013 read with rule 3 of the companies (adjudication of penalties) rules, 2014 for violation of section 173(1) of the Companies Act, 2013. Disclaimer: The content/information published on the website is only for general information of the user and shall not be construed as legal advice. While the Taxmann has exercised reasonable efforts to ensure the veracity of information/content published, Taxmann shall be under no liability in any manner whatsoever for incorrect information, if any. Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava. 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Express Delivery | Secured Payment Free Shipping in India on order(s) above ₹500 +91 8688939939 About Company Media Coverage Union Budget 2024-25 Business & Support Sell with Taxmann Locate Dealers Locate Representatives CD Key Activation Privacy Policy Return Policy Payment Terms Popular Courses More classes More Courses Case Study - CSR (Companies Act 2013) Growmart, a grocery and general merchandise store and the global retailer has more than 5000 retail units in 20 different countries. In 2017, Growmart was caught using child labour in a developing country X-Land. At the end of year, media made public the news that Growmart was using child labour at two factories in X-Land. Children aged 10-14 years old were found to be working in the factories for less than $50 a month making products of the Growmart brand for export. The company had zero tolerance policy for underage workers and ceased business with the two factories immediately and alleged that despite its effort to inspect all factories, it is difficult to enforce its own corporate code of conduct with thousands of subcontractors around the world. Now, on the basis of advice from an NGO from country X-Land that if Growmart cuts business with these factories, many workers could be laid off for lack of production, suppliers will hide abuses and workers will not tell the truth to auditors in order not to lose their jobs; Growmart resumed operations with two factories after giving warning that if underage workers were found or the company did not make corrections, the factory would be permanently banned from Growmart's production. The Growmart has a strict corporate code of conduct in the industry but according to investigations Growmart is not able to enforce its code in developing countries. Thus, Growmart changed its zero tolerance child labour policy due to NGO advice. Now, instead of immediately cutting business relationships with suppliers hiring up to two underage workers, they receive a warning and are obliged to take corrective measures for the next audit. Only when the supplier has hired more than two underage workers and has not corrected the situation does Growmart permanently terminate business relationships. This new policy was adopted in order assure that suppliers report the reality of working conditions. Also, Growmart requires its suppliers who produce toys in China to sign up to the ICTI CARE Process. The ICTI CARE Process was created by the international toy industry to achieve a safe and human working environment for toy factory workers worldwide. In addition, Growmart conducts internal validation audits by Growmart's Ethical Sourcing team. These validation audits ensure that the ICTI CARE process is properly implemented and that it meets Growmart's Standards for Suppliers. Growmart has updated policies against discrimination. Its GRI Report emphasizes gender equality, a diverse workforce and appointing women to top management positions. The report even dedicates a separate paragraph on ‘Empowering women at Growmart'. Based on the above case: (a) Explain the concept of CSR and why successful companies like Growmart should adopt CSR in its strategy of growth? (b) Explain triple bottom line approach of CSR. (c) Highlight the factors which affect CSR with the examples from the given case. Being a good corporate citizen , Business entity is expected to undertake those activities, which are essential for betterment of the society. Every aspect of business has a social dimension. Corporate Social Responsibility means open and transparent business practices that are based on ethical values and respect for employees, communities and the environment. It is designed to deliver sustainable value to society at large as well as to shareholders. Corporate Social Responsibility is nothing but what an organisation does, to positively influence the society in which it exists. It could take the form of community relationship, volunteer assistance programmes, special scholarships, preservation of cultural heritage and beautification of cities. The philosophy is basically to return to the society what it has taken from it, in the course of its quest for creation of wealth. With the understanding that businesses play a key role of job and wealth creation in society, CSR is generally understood to be the way a company achieves a balance or integration of economic, environmental, and social imperatives while at the same time addressing shareholder and stakeholder expectations. CSR is generally accepted as applying to firms wherever they operate in the domestic and global economy. The way businesses engage/involve the shareholders, employees, customers, suppliers, Governments, non-Governmental organizations, international organizations, and other stakeholders is usually a key feature of the concept. While an organisation's compliance with laws and regulations on social, environmental and economic objectives set the official level of CSR performance, it is often understood as involving the private sector commitments and activities that extend beyond this foundation of compliance with laws. Essentially, Corporate Social Responsibility is an inter-disciplinary subject in nature and encompasses in its fold: Social, economic, ethical and moral responsibility of companies and managers, Compliance with legal and voluntary requirements for business and professional practice; Challenges posed by needs of the economy and socially disadvantaged groups, and Management of corporate responsibility activities. Even successful companies like Growmart should incorporate CSR because it is very important strategy as wherever possible, consumers want to buy products from companies they trust; i) suppliers want to form business partnerships with companies they can rely on; ii) employees want to work for companies they respect; and iii) NGOs, increasingly, want to work together with companies seeking feasible solutions and innovations in areas of common concern. Growmart's reputation had gone down because of employing child labour. The company adopted CSR approach towards the issue and gave warning to the supplier instead of immediately cutting business relationships with suppliers. Thus, CSR is a tool in the hands of corporate like Growmart to enhance the market penetration of their products, enhance its relation with stakeholders. CSR activities carried out by the enterprises affects all the stakeholders, thus making good business sense, the reason being contribution to the bottom line. The social responsibility of business can be integrated into the business purpose so as to build a positive synergy between the two. CSR creates a favourable public image, which attracts customers. It builds up a positive image encouraging social involvement of employees, which in turn develops a sense of loyalty towards the organization, helping in creating a dedicated workforce proud of its company. Society gains through better neighborhoods and employment opportunities, while the organisation benefits from a better community, which is the main source of its workforce and the consumer of its products. The company's social involvement discourages excessive regulation or intervention from the Government or statutory bodies, and hence gives greater freedom and flexibility in decisionmaking. The good public image secured by one organisation by their social responsiveness encourages other organizations in the neighborhood or in the professional group to adapt themselves to achieve their social responsiveness. The atmosphere of social responsiveness encourages co-operative attitude between groups of companies. One company can advise or solve social problems that other organizations could not solve. TRIPLE BOTTOM LINE (TBL) is based on the premise that business entities have more to do than make just profits for the owners of the capital, only bottom line people understand. "PEOPLE, PLANET AND PROFIT" is used to succinctly describe the triple bottom lines. "People" (Human Capital) pertains to fair and beneficial business practices toward labor and the community and region in which a corporation conducts its business. "Planet" (Natural Capital) refers to sustainable environmental practices. It is the lasting economic impact the organization has on its economic environment. A TBL company endeavors to benefit the natural order as much as possible or at the least do no harm and curtails environmental impact. "Profit" is the bottom line shared by all commerce. The need to apply the concept of TBL is caused due to – (i) Increased consumer sensitivity to corporate social behaviour Growing demands for transparency from shareholders/stakeholders; (ii) Increased environmental regulation Legal costs of compliances and defaults Concerns over global warming; (iii) Increased social awareness; (iv) Awareness about and willingness for respecting human rights; (v) Media's attention to social issues; (vi) Growing corporate participation in social upliftment While profitability is a pure economic bottom line, social and environmental bottom lines are semi or non-economic in nature so far as revenue generation is concerned but it has certainly a positive impact on long term value that an enterprise commands. But discharge of social responsibilities by corporates is a subjective matter as it cannot be measured with reasonable accuracy. The current generation people are well aware of what goes on around them. People today know a lot about environment, how it affects them, how things we do affects the environment in turn. For the aware and conscientious consumers today, it is important that they buy products that do not harm the environment. They only like to deal with companies that believe and do things for the greater good of planet earth. MANY FACTORS INFLUENCE CSR ACTIVITIES OF COMPANIES Globalization: Growmart was a global company and supplier's activities in some other developing part of the world made it to change its policy and work together with suppliers. Thus, focus on cross-border trade, multinational enterprises and global supply chains is increasingly raising CSR concerns related to human resource management practices, environmental protection, and health and safety, among other things. Governments and intergovernmental bodies, such as the United Nations, the Organisation for Economic Co-operation and Development and the International Labour Organization have developed compacts, declarations, guidelines, principles and other instruments that outline social norms for acceptable conduct. In the given case advise of NGO was important factor in changing the CSR policy of Growmart. Advances in communications technology, such as the Internet, cellular phones and personal digital assistants, are making it easier to track corporate activities and disseminate information about them. Non-governmental organizations now regularly draw attention through their websites to business practices they view as problematic. Consumers and investors are showing increasing interest in supporting responsible business practices and are demanding more information on how companies are addressing risks and opportunities related to social and environmental issues. Numerous serious and high-profile breaches of corporate ethics have contributed to elevated public mistrust of corporations and highlighted the need for improved corporate governance, transparency, accountability and ethical standards. Citizens in many countries are making it clear that corporations should meet standards of social and environmental care, no matter where they operate. There is increasing awareness of the limits of government legislative and regulatory initiatives to effectively capture all the issues that corporate social responsibility addresses. Businesses are recognizing that adopting an effective approach to CSR can reduce risk of business disruptions, open up new opportunities, and enhance brand and company reputation. The corporates are nowadays considered as Corporate Citizen and stakeholders expect them to follow rules, regulations and other social welfare statutes of the land same and applicable to the citizen of India. They are using resources such as human, economic, governmental, social and natural to earn profit. DISCLAIMER: The case study presented here is only for sharing knowledge with the readers. The views are personal, shall not be taken as professional advice. In case of necessity do consult with professionals for more understanding and clarity on the subject matter. Published by FCS Deepak Pratap Singh (Associate Vice President - Secretarial & Compliance (SBI General Insurance Co. Ltd.)) Category Corporate Law   Report Related Articles Popular articles. Income Tax Notices on the Rise: Reasons Behind the Surge and How to Respond Effectively Revamping The Income Tax Act: Many Sections Are Expected To Be Abolished FEMA 2024 Rules: Higher Limits and Online Payments Introduced As Ganesha Removes Hurdles, GST Council Eases the Road for Taxpayers!! 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The Companies Act, 2013 upload file the_companies_act_2013.pdf 231 IMAGES (PDF) IMPACT OF COMPANIES ACT, 2013 ON CSR DISCLOSURES: A CASE STUDY OF CASE STUDY Of Companies Act 2013 l CA Foundation l CTC Classes Case Study of Companies Act 2013 I CA Foundation May 2022 PPT Guide to Companies Act, 2013-Section wise Concise Commentary 11th Companies Act 2013 PDF Download VIDEO Difference between Company ACT 1956 & 2013 || By Vikash Anand Companies Act Revision Fiscal Policy CASE STUDY Topic Wise I The Companies Act 2013 I CTC Classes 3 Semester Company Law CASE STUDY BASED QUESTION || COMPANY ACT 2013 ||CA FOUNDATION COMMENTS Case study on Companies Act, 2013 A case study on the validity of a board meeting called by a director of Executive Limited, who was not authorized by the board. The web page provides the applicable provisions, the answer and the reasoning for each question. PDF Case Studies and Case Snippets disqualified under section 164(2) of the Companies Act 2013 for not filing Financial Statements and Annual Returns which is to be considered as Ministerial Acts of Directors, in the matter of Satish Kumar Gupta Vs. Union of India & Anr., W.P. No. - 1224 of 2018, dated February 7, 2020. 4. Case Study: The Companies Act, 2013 In the above case the AGM is held on the 30th of May 2016 accordingly, the financial statement of the company should be filed on or before the 29th ofJuly 2016. ii) On the basis of the above filing status, whether the directors of the company are being disqualified or not under section 164(2) of the Companies Act, 2013. PDF List of Important Case Laws Based on Companies Act CASE LAWS BASED ON COMPANIES ACT PART 2 11/21/2021. 2 CASE LAW FACTS OF THE CASE DECISION [Hari Nagar Sugar Mills Ltd. vs. S.S. ... It may be noted that under the provisions of the Act, a company may purchase shares of another company and thus become a controlling company. However, merely because a company ... Case Study on Section 185 and 186 of Companies Act 2013 A loan imports a positive act of lending coupled with an acceptance by the other side of the money as a loan. The Calcutta High Court in the case of Saradindu Sekhar Banerjee Vs. Lalit Mohan MANU/WB/0045/1941, AIR 1941 Cal. 538 Every loan is a debt but every debt is not a loan. ADVANCE: The Hon'ble Madras High Court in the case of KM. Case Study: Companies Act, 2013 5. NCLT after considering the scheme found that all the statutory compliances have been made under Section 230 to 232 of the Companies Act, 2013 (in brief Act 2013). 6. NCLT further found that as per Section 394(4)(b) of companies Act, 1956, LLP can be merged into company but there is no such provision in the Companies Act, 2013. Case Study on Revival Of A Company Under The Companies Act, 2013 The company was struck off pursuant to an order passed by the Registrar of Companies (ROC), Hyderabad on one of the grounds mentioned under Section 248(1) of the Companies Act, 2013. The Appellate authority to be approached for obtaining the order for revival is the National Company Law Tribunal (NCLT). PDF Civil Appeal No. 3735 of 2020 Though the Companies Act, 2013 (Act 18 of 2013) received the assent of the President on 29.08.2013 and it was published in the. 6 Gazette of India dated 30.08.2013 and corrected through corrigenda published on 01.01.2014, various provisions of the Act came into force on various dates. ... Some Recent Trends In Oppression & Mismanagement Cases Under ... Learn about the provisions, rights and remedies relating to oppression and mismanagement in companies under the Indian law. See some recent trends and cases on this topic and how to apply for relief from the Tribunal. Judgments on Offences by Companies under the Companies Act, 2013 A collection of judgments by the Supreme Court and the Delhi High Court on offences by companies under the Companies Act, 2013. The judgments cover topics such as investigation, arrest, extension of time, and interpretation of the Act. Compliance of Related Party Transactions under Companies Act, 2013 Evaluating the Compliance of Related Party Transactions under Companies Act, 2013 in Indian Public Companies. Introduction. Understanding and managing of related party transactions (RPTs) is one of the most important models in corporate governance for those countries where business groups and especially the family businesses play an important role as in the case of India. PDF Companies Act, 2013 The 2013 Act introduces significant changes in the provisions related to governance, e-management, compliance and enforcement, disclosure norms, auditors and mergers and acquisitions. It also includes new concepts such as one-person company, small companies, dormant company, class action suits, registered valuers and corporate social responsibility. Major Companies Act Landmark Judgments By Tashmayee Sarkhel. Published on July 4, 2022 at 12:30 IST. This respective article would incorporate the aspects related to the Companies Act 2006, Companies Act 2013, and the landmark judgments about them.. The Companies Act of 2013 is an Act of the Indian Parliament that governs the formation of companies, their responsibilities, their directors, and their dissolution. [Case Study] Procedure of Conducting Board Meetings Learn how to conduct board meetings in compliance with the provisions of the Companies Act 2013, with a case study of a company that faced regulatory action for non-compliance. Find out the minimum number of board meetings, the manner of participation by directors, the penalty for default, and the relevant case law. PDF Related Party Transactions: A Critical Study of The Scope and ... Sections 184, 188 and other applicable provisions of Companies Act, 2013 (hereinafter called Act) and rules made there under. Section 2(76) defines'related party' with reference to a company, means:-i): a director or his relative; ii): a key managerial personnel or his relative; iii): a firm,in which a director, manager or his relative is a ... PDF Frequently Asked Questions On The Companies Act, 2013 A publication by the Institute of Chartered Accountants of India (ICAI) on the provisions of the Companies Act, 2013, which consolidated and amended the law relating to companies in India. The publication covers various topics such as incorporation, capital, directors, accounts, audit, secretarial audit, deposits, dividend, CSR, compromise and arrangement. Important case studies (Part -1), companies act 2013 Important case studies (Part -1), companies act 2013. Lesson 10 of 14 • 19 upvotes • 7:34mins. Chandan Poddar. Important case studies. Continue on app (Hindi) Indian Contract Act 1872: Examination Case Studies for CA Exam. 14 lessons • 1h 49m . 1. Important Case Studies: Part 1 (in Hindi) Case Study Case Study - CSR (Companies Act 2013) FCS Deepak Pratap Singh, Last updated: 11 October 2022 ... business practices and are demanding more information on how companies are addressing risks and opportunities related to social and environmental issues. ... The case study presented here is only for sharing knowledge with the readers. The views are ... PDF CORPORATE FRAUDS IN INDIA provisions of the Companies Act, 2013. II. COMPANIES ACT, 2013 AND CORPORATE FRAUDS The Companies Act, 2013 acts as an apex legislation which works for the issues related to corporate frauds. Companies Act defines Fraud and the punishment of Fraud under Section 447 mentions that - "Fraud in relation to affairs of a company or any body ... PDF Companies Act 2013 : Issues and Challenges The new Act also requires the board of directors of the company to discharge their corporate social responsibilities by way of statutory regulation as part of their duties. However, it was observed that there are some difficulties and large number of issues need t addressed in Companies Act, 2013. In order to remove these difficulties the Companies The Companies Act, 2013 Please check "Case History", an alternative option to Track case status, View List of Hearings, Interim Orders, Judgements, Associated Applications etc., if facing any problem while using case status or judgement search. ... The Companies Act, 2013. Breadcrumb. Home; The Companies Act, 2013 upload file. the_companies_act_2013.pdf. Footer menu ... PDF THE COMPANIES ACT, 2013 THE COMPANIES ACT, 2013 _____ ARRANGEMENT OF SECTIONS _____ CHAPTER I P RELIMINARY SECTIONS 1. ... Return to be filed with Registrar in case promoters' stake changes. 94. Place of keeping and inspection of registers, returns, etc. ... Power of inspector to conduct investigation into affairs of related companies, etc. 220. Seizure of documents ... PDF THE COMPANIES ACT, 2013 This is the official PDF document of the Companies Act, 2013, which regulates the incorporation, management and winding up of companies in India. It contains various sections and chapters on topics such as share capital, debentures, deposits, charges, meetings, etc. assignment essay homework paper phd report resume review speech thesis