Whether every company is required to alter its Articles of Association as per the new format under the Companies Act 2013?

Whether every company is required to alter its Articles of Association as per the new format under the Companies Act 2013?
Whether every company is required to alter its Articles of Association as per the new format under the Companies Act 2013?

Sub-section (6) of Section 5 provides that the articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I as may be applicable to such company. Sub-section (9) of section 5 provides that nothing in this section shall apply to the articles of a company registered under any previous law unless amended under the Act.

It is not necessary, but advisable that whenever a company amends its articles, it should ensure that subsequent to the amendment, the AOA is as per the format specified under the Companies Act, 2013.

Since certain provisions of Companies Act, 2013 require specific clauses in the Articles to carry out such operations for e.g. for issuance of bonus shares, it is advisable that the Articles should be altered in line with the new requirements as various provisions themselves require specific clauses to be incorporated in the Articles.

 

Whether the subsidiary of a foreign company be termed as public company or private company as per the Companies Act, 2013?

Whether the subsidiary of a foreign company be termed as public company or private company as per the Companies Act, 2013?
Whether the subsidiary of a foreign company be termed as public company or private company as per the Companies Act, 2013?

In terms of MCA General Circular no. 23/2014 dated 25th June 2014, an existing company, being a subsidiary of a company incorporated outside India, registered under the Companies Act, 1956, either as private company or a public company by virtue of section 4(7) of that Act, will continue as a private company or public company as the case may be, without any change in the incorporation status of such company.

The word ‘Company‘ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Originally, it referred to a group of persons who took their meals together.

A company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose. Under Halsbury’s Laws of England, the term “company” has been defined as a collection of many individuals united into one body under special domination, having perpetual succession under an artificial form and vested by the policies of law with the capacity of acting in several respect as an individual, particularly for taking and granting of property, for contracting obligation and for suing and being sued, for enjoying privileges and immunities in common and exercising a variety of political rights, more or less extensive, according to the design of its institution or the powers upon it, either at the time of its creation or at any subsequent period of its existence.

However, the Supreme Court of India has held in the case of State Trading Corporation of India v/s CTO that a company cannot have the status of a citizen under the Constitution of India.

What do you understand by the right of priority and what is its significance?

What do you understand by the right of priority and what is its significance?
What do you understand by the right of priority and what is its significance?

The date from which patent right is deemed to start is usually the date of filing of complete specification. To obtain rights in other member countries, the application must be filed on the same day in other member countries if it is desired to have the rights started from the same day.

However, there are practical difficulties in synchronizing the activities. For facilitating simultaneous protection in member countries, the Convention provides that within 12 months of national filing, if patent applications are filed in those member countries, the patents, if granted in member countries, will be effective from the date of national filing. This right is known as the right of priority.

In other words you maintain the priority or the same date of filing in all the member countries and no one else in those countries can obtain the patent rights on a similar/identical invention from the same or a later date.

In case the applicant after a second look at the patent application finds that the patent contains more than one invention or on his own accord wishes to divide the application, he can claim the initial date of priority for subsequent patent applications.

The applicant may also, on his own initiative, divide a patent application and preserve as the date of each divisional application the date of the initial application and the benefit of the right of priority, if any. Each country of the Union shall have the right to determine the conditions under which such division shall be authorized.

Priority may not be refused on the ground that certain elements of the invention for which priority is claimed do not appear among the claims formulated in the application in the country of origin, provided that the application documents as a whole specifically disclose such elements.

What are the rights of a person who is arrested?

What are the rights of a person who is arrested?
What are the rights of a person who is arrested?

(1) Right to be informed of the grounds for arrest.

In every case of arrest with or without a warrant, the person arresting shall communicate to the arrested person, without delay, the grounds for his arrest (Section 50,55,75). This is a precious right of the arrested person and has been recognized by the Constitution has one of the fundamental rights (Article 22(1) of the Constitution of India).

(2) Right to be informed of the right to bail : Every police officer arresting without a warrant any person accused of a bailable offence is required to inform the person arrested that he is entitled to be released on bail and that he may arrange for sureties on his behalf. (Section 50(2).

(3) Right to be produced before a magistrate without delay In case of every arrest, whether the arrest has been made with or without a warrant, the person arresting is required, without unnecessary delay and subject to the provisions regarding bail, to produce the arrested person before the magistrate or court having jurisdiction in the case (Section 56, 76).

(4) Right of not being detained for more than 24 hours without judicial scrutiny : In case of every arrest, the person making the arrest is required to produce the arrested person without unnecessary delay before the magistrate and it has been categorically provided that such a delay in no case shall exceed 24 hours exclusive of the time necessary for the journey from the place of arrest to the magistrate’s court ( Section 57, 76). This right has been incorporated in the Constitution as one of the fundamental rights (Article 22(2)). It was held by the Supreme Court in Khatri (II) vs State of Bihar (1981) 1 SCC 627 that this healthy provision contained in Section 57 enables the magistrates to keep check over the police investigation and it is necessary that the magistrates should try to enforce this requirement and where it is found disobeyed, come down heavily upon the police.

(5) Right to consult a legal practitioner Both the Constitution and the provisions of the Criminal Procedure Code recognize the right of every arrested person to consult a legal practitioner of his choice. The right begins from the moment of arrest. The consultation with the lawyer may be in the presence of the police officer but not within his hearing (Section 303 and Art.22(1) )

What is perpetual succession in company laws?

What is perpetual succession in company laws?
What is perpetual succession in company laws?

A company does not die or cease to exist unless it is specifically wound up or the task for which it was formed has been completed. Membership of a company may keep on changing from time to time but that does not affect life of the company. Death or insolvency of member does not affect the existence of the company.

A company as an entity has several distinct features which together make it a unique organization. The following are the defining characteristics of a company –

  1. Separate Legal Entity
  2. Limited Liability
  3. Perpetual Succession
  4. Separate Property
  5. Transferability of Shares
  6. Common Seal
  7. Capacity to sue and being sued
  8. Separate Management
  9. One Share-One Vote.

Company laws in India: a complete guide to company law, Statutes, judgements, case laws, ROC rules, Corporate law.

What is transferability of shares?

What is transferability of shares?
What is transferability of shares?

The word ‘Company‘ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Originally, it referred to a group of persons who took their meals together. A company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose.

Under Halsbury’s Laws of England, the term “company” has been defined as a collection of many individuals united into one body under special domination, having perpetual succession under an artificial form and vested by the policies of law with the capacity of acting in several respect as an individual, particularly for taking and granting of property, for contracting obligation and for suing and being sued, for enjoying privileges and immunities in common and exercising a variety of political rights, more or less extensive, according to the design of its institution or the powers upon it, either at the time of its creation or at any subsequent period of its existence.

However, the Supreme Court of India has held in the case of State Trading Corporation of India v/s CTO that a company cannot have the status of a citizen under the Constitution of India.

What is mean of limited liability of a company?

What is mean of limited liability of a company?
What is mean of limited liability of a company?

The liability of the members of the company is limited to contribution to the assets of the company upto the face value of shares held by him. A member is liable to pay only the uncalled money due on shares held by him when called upon to pay and nothing more, even if liabilities of the company far exceeds its assets.

On the other hand, partners of a partnership firm have unlimited liability i.e. if the assets of the firm are not adequate to pay the liabilities of the firm, the creditors can force the partners to make good the deficit from their personal assets. This cannot be done in case of a company once the members have paid all their dues towards the shares held by them in the company.

Company laws in India: a complete guide to company law, Statutes, judgements, case laws, ROC rules, Corporate law.

Whether CSR expenditure of a company can be claimed as a business expenditure?

Whether CSR expenditure of a company can be claimed as a business expenditure?
Whether CSR expenditure of a company can be claimed as a business expenditure?

The Finance Act, 2014 provides that any expenditure incurred by an assessee on the activities relating to corporate social responsibility referred to in section 135 of the Companies Act, 2013 shall not be deemed to be an expenditure incurred by the assessee for the purposes of the business or profession. Accordingly, the amount spent by a company towards CSR can not be claimed as business expenditure.

he word ‘Company‘ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Originally, it referred to a group of persons who took their meals together. A company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose.

Under Halsbury’s Laws of England, the term “company” has been defined as a collection of many individuals united into one body under special domination, having perpetual succession under an artificial form and vested by the policies of law with the capacity of acting in several respect as an individual, particularly for taking and granting of property, for contracting obligation and for suing and being sued, for enjoying privileges and immunities in common and exercising a variety of political rights, more or less extensive, according to the design of its institution or the powers upon it, either at the time of its creation or at any subsequent period of its existence.

However, the Supreme Court of India has held in the case of State Trading Corporation of India v/s CTO that a company cannot have the status of a citizen under the Constitution of India.

Is there any requirement of filing Annual Report on CSR activities with the Registrar of Companies?

Is there any requirement of filing Annual Report on CSR activities with the Registrar of Companies?
Is there any requirement of filing Annual Report on CSR activities with the Registrar of Companies?

In accordance with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014, an Annual Report on CSR Activities shall form part of the Board’s Report.

A copy of the Board’s Report is required to be filed with the Registrar along with the Annual Report. There is no requirement of separately filing Annual Report on CSR activities with the Registrar of Companies.

Company laws in India: a complete guide to company law, Statutes, judgements, case laws, ROC rules, Corporate law.

he word ‘Company‘ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Originally, it referred to a group of persons who took their meals together. A company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose.

Under Halsbury’s Laws of England, the term “company” has been defined as a collection of many individuals united into one body under special domination, having perpetual succession under an artificial form and vested by the policies of law with the capacity of acting in several respect as an individual, particularly for taking and granting of property, for contracting obligation and for suing and being sued, for enjoying privileges and immunities in common and exercising a variety of political rights, more or less extensive, according to the design of its institution or the powers upon it, either at the time of its creation or at any subsequent period of its existence.

However, the Supreme Court of India has held in the case of State Trading Corporation of India v/s CTO that a company cannot have the status of a citizen under the Constitution of India.

Is CSR mandatory for private companies also?

Is CSR mandatory for private companies also?
Is CSR mandatory for private companies also?

Yes, in terms of section 135, every company which meets the criteria of networth, turnover or net profits mentioned therein is required to constitute a CSR Committee of the Board and also comply with the other requirements of section 135.

he word ‘Company‘ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Originally, it referred to a group of persons who took their meals together.

A company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose.

Under Halsbury’s Laws of England, the term “company” has been defined as a collection of many individuals united into one body under special domination, having perpetual succession under an artificial form and vested by the policies of law with the capacity of acting in several respect as an individual, particularly for taking and granting of property, for contracting obligation and for suing and being sued, for enjoying privileges and immunities in common and exercising a variety of political rights, more or less extensive, according to the design of its institution or the powers upon it, either at the time of its creation or at any subsequent period of its existence.

However, the Supreme Court of India has held in the case of State Trading Corporation of India v/s CTO that a company cannot have the status of a citizen under the Constitution of India.