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rchgiri

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First topic message reminder :

Dear All,

Today dated 26/03/2014 MCA notified the commencement of 183 new sections of the Companies Act, 2013 and some sub- sections of 13 sections which were already notified by notification dated 12th September 2013 and remaining schedule, in the fourth phase today, by way of notification dated 26th March 2014.

These will be effective from 1st April 2014.

Please find the following link for details.

http://www.mca.gov.in/Ministry/pdf/CompaniesActNotification26March2014.PDF

You can also download the same notification from ICSI websit from the below link

https://www.icsi.edu/docs/webmodules/CompaniesActNotification26March2014.pdf



Last edited by rchgiri on Mon 15 Dec 2014 - 15:20; edited 2 times in total


rchgiri

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CSoC King

Please find

Third Webinar on Secretarial Standards held on 08-07-2015

Link: https://www.youtube.com/watch?v=H_zVeQqYfx0


Also please find

Second Webinar on Secretarial Standards held on 30-06-2015

Link: https://www.youtube.com/watch?v=83dZFjuCuFY

First Webinar on Secretarial Standards held on 08-05-2015

Link: https://www.youtube.com/watch?v=g6FWwYAreX8

rchgiri

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CSoC King
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Posts of Independent Directors in Boards of Public Sector Undertakings

The Boards of Central Public Sector Enterprises (CPSEs) comprise of functional, Government and non-official Directors. The proposals for appointment of non-official Directors on the Boards of CPSEs are initiated by the concerned Administrative Ministries/Departments by recommending names of at least 3 eligible persons for each position proposed to be filled. The selection of non-official Directors in respect of all CPSEs is made by the Search Committee which presently consists of Secretary (DoPT) as chairperson, Secretary (DPE), Secretary of the administrative Ministry/Department of the CPSE and 2 non-official Members. The concerned Administrative Ministry/Department appoints the non-official Directors on the basis of recommendations of Search Committee after obtaining the approval of competent authority.

The Government has laid down the criteria in terms of educational qualifications, age and experience for persons to be considered for appointment as non-official Directors on the Boards of CPSEs.

During the last three years (2012, 2013 and 2014) and the current year (2015), Search Committee has recommended names of around 516 persons for filling up around 457 positions of non-official Directors in around 212 CPSEs which includes names of around 172 ex-Government Servants, around 136 ex-CMDs/Directors of CPSEs, around 87 Professors/Academicians and around 114 Professionals.

The Criteria for selection / appointment of non-official Directors on the Boards of CPSEs as laid down by the Government are as under;

(A) Criteria of Experience

Retired Government officials with a minimum of 10 years experience at Joint Secretary level or above.

Persons who have retired as CMD/CEOs of CPSEs and Functional Directors of Schedule ‘A’ CPSEs. The ex-Chief Executives and ex-Functional Directors of the CPSEs will not be considered for appointment as non-official Director on the Board of the CPSE from which they retire.

Serving Chief Executives/Directors of CPSEs will not be eligible to be considered for appointment as non-official Directors on the Boards of any CPSEs.

Academicians/Directors of Institutes/Heads of Department and Professors having more than 10 years teaching or research experience in the relevant domain e.g. management, finance, marketing, technology, human resources or law.

Professionals of repute having more than 15 years of relevant domain experience in fields relevant to the company’s area of operation.

Former CEOs of private companies if the company is (a) listed on the Stock Exchanges or (b) unlisted but profit making and having an annual turnover of at least Rs.250 crore.

Persons of eminence with proven track record from Industry, Business or Agriculture or Management.

Serving CEOs and Directors of private companies listed on the Stock Exchanges may also be considered for appointment as part-time non-official Directors on the Boards of CPSEs in exceptional circumstances.

(B) Criteria of Educational Qualification

Minimum graduate degree from a recognized university.

(C) Criteria of Age
The age band should be between 45-65 years (minimum/maximum limit). This could however, be relaxed for eminent professionals, for reasons to be recorded, being limited to 70 years.

(D) Reappointment
The non-official Directors, will not be re-appointed in the same CPSE after completing a maximum of two tenures, each tenure being for a period of three years.

(E)Appointment in number of CPSEs at the same time
One person will not be appointed as non-official Director on the Boards of more than three CPSEs at the same time.

(F) Directorship in private companies
A person being considered for appointment as non-official Director on the Board of CPSEs should not hold directorship in more than 10 private companies.

This information was given by Shri Arun Jaitley, Minister of Corporate Affairs in written reply to a question in the Lok Sabha today.

Source- PIB

rchgiri

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CSoC King
CSoC King

MCA has introduced a simplified Incorporation Form-INC-29 for ease of doing business.

For ease of doing business, Ministry of Corporate Affairs has introduced a simplified Incorporation Form-INC-29. The form offers a number of advantages over traditional incorporation forms in terms of reduced number of procedures, time taken and the cost involved in getting approval. With this integrated single form, a company can be registered in India, get allotment of Director Identification Number, name availability, incorporation of company and commencement of business. This form can also generate PAN and TAN.

Instead of 8 different forms earlier, now with one single form, setting up of new business would be easier and convenient.

The relevant notifications for these are available on the MCA website www.mca.gov.in

Further, the mandatory requirement of having a common seal has also been done away with the amendment in the Act vide Companies (Amendment) Act 2015 applicable from 29th May 2015. Therefore, the members are requested not to insist on such a non-mandatory requirement. If required, the members may advise the companies to amend the Articles of Association to do away with the requirement of having a common seal, if the company so desire.

(V. Sagar)
Secretary,
The Institute of Chartered Accountants of India

Source: ICAI

rchgiri

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CSoC King
Public, private firms need to follow secretarial standards: Atul Mehta, president, ICSI

KOLKATA: Both public and private companies would have to follow the secretarial standards which became effective from July 1, the Institute of Company Secretaries of India (ICSI) today said.

"If any firm was found violating the secretarial standards norms, it would be subject to a penalty of Rs 25,000 and the concerned company secretary would have to pay a fine of Rs 5,000 per meeting attended," ICSI president Atul Mehta said.

"The secretarial standards have become effective from July 1 this year and both the public and private limited companies will have to comply with them," Mehta told reporters here.

He said that the companies would have to file an annual return on secretarial practices to be appended along with the director's report and also get the statutory secretarial audit done by a practising company secretary.

Mehta said that the standards have given more clarity on some aspects of the Company Law passed in 2013.

The role of independent directors have also become important as they have been identified as key managerial personnel (KMP) and there is a lot of liability put on them.

In India, there were 10 lakh companies, out of which nine lakh were private and the rest public, out of which around 7,100 were listed, he said.

Read more at:
http://economictimes.indiatimes.com/articleshow/48616824.cms?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst

rchgiri

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CSoC King
Illustrative list of items of business for the Agenda for the First Meeting of the Board of the Company

1. To appoint the Chairman of the Meeting.

2. To note the Certificate of Incorporation of the company, issued by the Registrar of Companies.

3. To take note of the Memorandum and Articles of Association of the company, as registered.

4. To note the situation of the Registered Office of the company and ratify the registered document of the title of the premises of the registered office in the name of the company or a Notarised copy of lease / rent agreement in the name of the company.

5. To note the first Directors of the company.

6. To read and record the Notices of disclosure of interest given by the Directors.

7. To consider appointment of Additional Directors.

8. To consider appointment of the Chairman of the Board.

9. To consider appointment of the first Auditors.

10. To adopt the Common Seal of the company.

11. To appoint Bankers and to open bank accounts of the company.

12. To authorise printing of share certificates and correspondence with the depositories, if any.

13. To authorise the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company.

14. To approve and ratify preliminary expenses and preliminary agreements.

15. To approve the appointment of the Key Managerial Personnel, if applicable and other senior officers.

16. To authorise Director(s) of the company to file a declaration with the ROC for commencement of business.

Source: SS - 1 - SECRETARIAL STANDARD ON MEETINGS OF THE BODs

rchgiri

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CSoC King
Source: http://onlinelawsolutions.blogspot.in/2015/12/transfer-of-shareholding-on-basis-of.html

Where respondent group on basis of a disputed MOU with appellant group had held board meeting, issued duplicate shares and transferred shareholding of appellant group in its favour at valuation which was not acceptable to appellant group, action of respondent group was a clear calculated act of grossest oppression


INTRODUCTION

3. The dispute pertains to the control and management of M/s. SAF Yeast Company Pvt. Ltd. (hereinafter referred to as SAF Yeast), a Private Limited Company, having registered office at 419, Swastik Chambers, Chembur, Mumbai. SAF Yeast has one plant in Chiplun, Maharashtra and another at Sandhila, Uttar Pradesh. SAF Yeast is a joint venture company. The joint venture is between Nafan B.V. and Mr.Arunachalam Muthu and M/s.Helios Food Additives Pvt. Ltd. SAF Yeast carries on business of manufacture of yeast and is a dealer and exporter in the yeast products, bread, bread-improvers, their derivatives, and allied products. The authorized share capital < of SAF Yeast originally was 225,00,000/- divided by 25000 equity ,shares of 2100/- (each). The authorized share capital was increased from time to time and at the time of filing of the Company Petition, the authorized share capital of SAF Yeast was Z3 crores (Rupees three crores only) divided by 300000 equity shares of 2100/- (each). The approximate value and paid up capital of SAF Yeast at the relevant time was 21,58,37,500/- comprising of equity shares of 2100/- each.

4. The shareholding of SAF Yeast is as follows: Nafan B.V. owns 80,772 equity shares, approximately constituting 51% of the total> shareholding. Mr.Arunachalam Muthu holds 16,800 equity shares constituting approximately 10.607% of the total shareholding. Mr.A.M. Arunachalam holds 10396 equity shares constituting approximately 6.56% of the total shareholding. Mr.A.M. Muthiah holds 10397 equity shares, constituting approximately 6.57% of total shareholding. Mr.TNM Arunachalam, who passed away during the proceedings, held 1,800 equity shares constituting 1.13% of total shareholding. Helios Food Additives Pvt. Ltd. holds 38010 equity shares constituting approximately 24% of total equity share capital. Mr.B.B. Pay Master, who is no more, held nominal 200 equity shares of SAF Yeast.

5. Nafan B.V. (referred to as Nafan) is a Company incorporated under the laws of Netherlands, having its registered office at Loatellikade I-Parnassustoren — 1076 AZ Amsterdem. Nafan is subsidiary of Lesaffre Et Cie (referred to as Lesaffre); a Company ,incorporated in France having its Principal Office at 137 Rue Gabriel, Pefi, 59700 NACQ-EN-BAROEUL, France. Nafan, at the relevant time, had four nominee directors on the Board of Directors of SAF Yeast. They were Mr.Denis Lesaffre, Mr.Moris Lesaffre, Mr.Alain Laloum, and Ms. Corinne Wisniewski. Mr.Arunachalam Muthu (referred to as Muthu) worked for Shaw Wallace & Co. from 1965 to 1980. He was working as a Senior Manager in yeast and brewery division in Shaw Wallace & Co. He was involved in setting up a yeast factory and a plant at Uran, Maharashtra. A.M. Arunachalam is the son of Muthu. A.M. Muthiah is the second son> of Muthu. M/s. Helios Food Additives Pvt. Ltd. is owned and-controlled by Muthu and his family members. Arunachalam Muthu, when referred to individually, is referred as Muthu. When Arunachalam Muthu, his two sons and Helios Food Additives Pvt. Ltd. are referred together, they are referred as the Muthu Group. M/s. Sharp & Tannan are Chartered Accountants, having its office at Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vaccha Road, Mumbai — 400 020. M/s. Sharp & Tannan are the statutory auditors of SAF Yeast.


HELD:

A. The declaration by the Board that the MOU dated 23 January 2009 is valid, effective and enforceable document and the terms thereof are binding upon the Petitioner and Lesaffre Group, is quashed and set aside in light of what is observed above.

B. The declaration by the Board that the Valuation Report prepared by Sharp and Tannan is biased, partial and in contravention of the statutory guidelines and rules to carry out the valuation of shares of a going concern and the direction to set it aside, is confirmed.

C. i) The declaration by the Board that the Board Meeting held on 29 January 2009 is invalid and illegal, is confirmed.

ii) The declaration that the Resolutions passed in the Board Meeting held on 29 January 2009 are not oppressive, is quashed' and set aside.

iii) It is declared that the Resolutions passed in the Board Meeting held on 29 January 2009, are oppressive.

D. i) The declaration by the Board that the Board Meetings held on 23 May 2009 and 25 May 2009 are non-est, illegal and void, is confirmed.

ii) The direction by the Board that the Resolutions passed in both these meetings are set aside being illegal and oppressive to the Nafan and Lasaffre, is confirmed.

E. The directions by the Board setting aside the transfer of shares in favour of the A.M.Muthiah and canceling the duplicate shares issued in favour of the A.M.Muthiah, are confirmed.

F. The direction by the Board that the shareholding of Nafan \—'and Lasaffre stands restored, is confirmed.

G. The direction by the Board to Muthu Group to rectify the Register of Members of the SAF Yeast as per law, is confirmed

H. The direction by the Board to Nafan and Lasaffre to transfer the 80,722 shares held by them to the Muthu Group proportionately to their respective shareholdings, is quashed and set aside. I. If within six weeks from today Muthu group withdraws the- civil suit and associated proceedings filed by them and files an undertaking on affidavit in the registry of this court that they will not take any proceedings on the basis of the MOU in question, then Part-I of this order will come in operation. If the above mentioned steps are not taken by Muthu Group within the stipulated period as above, Part-II of the order will come into effect forthwith and prayer clause (a) sought for by Nafan in its company petition will stand granted on the terms mentioned in Part II.

J. Interim orders operating in these appeals shall continue for period of six weeks from today.


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