LAW DECODED

Introduction There is a detailed procedure laid down, for filing a civil case. If the procedure is not followed, then the registry has a right to dismiss the suit. 1.  Filing Of Suit/Plaint 2. How proceedings are conducted 3. Written statement 4. Replication by Plaintiff 5. Filing of other documents 6. Framing of issues 7. Final Hearing 8. Appeal, reference, review. Filing of Suit/Plaint 1.  In layman's language plaint is the written complaint/allegation. 2. O ne who files it is known as "Plaintiff" and against whom it is filed is known as "Defendant" 3.  The plaint has to be filed within the time limit prescribed in the Limitation Act and should be typed copy, in double line space. 4. Name of the Court, Nature of Complaint, Names and Addresses of parties to suit has to be clearly mentioned. 5.  Plaint should also contain verification from plaintiff, stating that, contents of the plaint are true and correct. How

A person/party filing a case, May also represent their own case personally in any court.

If there is an audit committee, then first the audit committee shall consider the appointment of the auditor and recommend the same to the Board.

Slump sale means the transfer of one or more business undertakings as a result of sale for consideration without assigning values to individual assets and liabilities.

MEANING: Private placement of securities is one of the modes to raise funds. The term 'private placement' means any offer of securities or invitation to subscribe (purchase) securities to a selected group of persons by a company. The offer or invitation to subscribe securities on a private placement basis can not be made to more than 200 persons (excluding QIB and employees) in a  financial year . It was decided in  Sahara India Real Estate Corpn. V .SEBI [2012]  that if an unlisted company made an offer of shares or debentures to more than the threshold limit of 200, it is mandatory for the company to follow 'public offer' norms and SEBI has proper jurisdiction over such issue. PRE-ISSUE COMPLIANCE : If it is an unlisted company, then make sure the entire holding of securities of its promoters, directors, KMP has been dematerialized. [ September 10, 2018 MCA Notification] Make sure proposed issue must be as per Article of Association ( AOA ) Authorized Capital

COMPETITION LAW REVIEW COMMITTEE, 2020: LINK EVIDENCE ACT: LINK

The main business of ARC is securitization or reconstruction of financial assets ( FA ) i.e. loan standing in Bank or Financial Institution ( FI ) Books as Non-Performing Asset ( NPA ). On operational level, there is no difference between securitization or reconstruction.  Securitization of FA involves an originator, whose FA such as loans and receivables will be converted into security receipts ( SR ), and a trust/SPV, credit rating agency, original borrower and investor of SR.  SECURITIZATION PROCESS The originator lifts NPA accounts from its balance sheet and sells [ as a true sell wherein both the legal and the beneficial interest are transferred to ARC in such NPA accounts ] it to ARC by way of assignment of debt ( AoD ) which in turn opens SPV (in the form of Trust) and passes such NPA accounts into such SPV. Such SPV converts them into SR and issued to the investors (Qualified Buyer). ARC must be one of such investors in that transaction and always remain invested upto

COMPANY INCORPORATION REGISTRATION OF PRIVATE LIMITED COMPANY CHANGE OF NAME OF COMPANY FUNDS RAISING/ISSUE OF SECURITIES PRIVATE PLACEMENT OF SECURITIES AUDITOR APPOINTMENT OF AUDITORS LOAN & INVESTMENT LOAN & INVESTMENT BY COMPANY REMUNERATION MANAGERIAL REMUNERATION IN CASE OF INADEQUATE PROFIT OR LOSS

1. Hold board meeting to consider a new name and pass a resolution to apply for reservation of new name. 2. File an application through "RUN" on MCA Portal for reservation of name. Once an application is approved, then the new name is available for a period of 60 days from the date of approval. 3. Hold Extra-Ordinary Meeting (EGM)to pass a special resolution subject to the approval of Central Government. 4. File an application in Form No. INC.24 for change in name. 5. File a copy of a special resolution together with explanatory statement and Central Government approval in Form MGT.14 6. The ROC issue a new certificate of incorporation in Form INC.25 Note: Such change in name shall be noted in every copy of MOA

Meaning : It is main or principal documents or charter document which Regulates the relationship with the outside world.  Purpose :  1. It lays down the power of the company.  2. It is public document and is open for inspection.  Clause :  1. The Name Clause: Should not be undesirable in the opinion of the CG  2. The Registered office clause:  3. Objects Clause: Main object | any matter considered necessary in furtherance thereof|  4. The Liability Clause.  5. The Capital Clause  6. The Subscription Clause: Signatories to the MOA.

Related Party Transaction means a business transaction with a related party as defined under the Companies Act, 2013 Board Approval : No Company can enter into contract or arrangement with a related party except with the consent of the Board in the matter of (a) sale, purchase or supply of any goods or materials (b) selling or otherwise disposing of or buying property of any kind (c) leasing of property of any kind (d) availing or rendering of any services. Shareholder Approval : Irrespective of the company's paid-up capital if the related party transaction crosses the size threshold laid down in rule 15(3) of Companies (Meetings of Board and its Power) Rules, then the transaction requires shareholder approval via ordinary resolution. SEBI LODR Regulations, 2015 : It provides that all material related party transactions would require ordinary resolution. Thus, both unlisted and listed companies are at par with regard to the passing of an ordinary resolution in

Related Party definition is codified in Accounting Standard and Companies Act, 2013 but both definitions have different purposes because, under the Companies Act, Board or Shareholder approval when the respective provisions are triggered and reporting of the same in AOC-2 whereas there is no such approval required under the Accounting Standard. Definition under section 2(76) of the Companies Act, 2013 : "Related party" with reference to a company means:- (i) a director or his wife; (ii) a key managerial personnel or his relative; (iii) a firm, in which a director, manager or his relative is a partner; (iv) a private company in which a director or manager [or his relative] is a member or director; (v) a public company in which a director or manager is a director [and holds] along with his relative, more than 2% of its paid-up share capital (vi) any body corporate whose Board of directors, managing director, or manager is accustomed to act in accordance

MCA has notified the amended rules which may be called the Companies (Issue of Global Depository Receipts) Amendment Rules, 2020 and shall come into force on the date of their publication in the Official Gazette i.e 13-02-2020 . Amendments are carried out to insert a new proviso in Rule 7 has been inserted which states that the proceeds of the issue of depositories receipts maybe remitted in an IFSC banking unit and utilized in accordance with the instructions issued by the RBI on time to time. Further, the depository receipts can be issued by way of a public offering or private placement or in any other manner prevalent in the concerned jurisdiction and may be listed or traded on the listing or trading platform in the concerned jurisdiction.

The government has sanctioned prosecution proceedings against 284 companies and sent 5,382 notices to companies that have not fulfilled the mandatory corporate social responsibility (CSR) expenditure norms, minister of state for corporate affairs P P Chaudhary has said. Link Dated 19-12-2018. [1]The Notices issued in respect of Non-compliance pertains to the FY 2015-16. The MCA recently set up a Centralized Scrutiny and Prosecution Mechanism (CSPM) to keep a tab on the firms and also to examine the records of the companies obliged to spend on CSR activities. These actions are taken on the basis of Baijal Committee Report: Link . Some of the recommendations and issues which may arise in near future are as follows: 1. It seems that a one-off event shall not be counted as CSR activities such as charitable contribution [except Contributions mentioned in Schedule VII]. There have to be some projects which is run on continuous basis. 2. As per Report of 2015 on the impleme

Recently Ministry of Corporate Affairs (“ MCA ”) issued notification dated 6 th January 2020 to amend the rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 which changed the Criteria to appoint Company Secretary (“ CS ”) in private limited companies and Public Limited Companies. The amended rule 8A is as follows: 8A. Appointment of Company secretary in Companies Not covered under Rule 8 Every private company which has a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary. Earlier this limit of ten crores was five crores. The way MCA amended the rule it seems that MCA did not consider the other criteria to appoint the CS. Earlier raising equity share capital in a company could be the only source of getting funds, and paid-up share capital was considered as criteria to appoint CS as a whole time employee in the company. But, now the scenario is completely changed; company going for other aven

This is an expression you must have seen in many laws. Section 188 of the Companies Act, 2013 uses this expression. Ordinary course of business means what the company normally does or its core business activity. According to the Black's Law Dictionary, it means the normal routine in managing trade or business.  Usually, few professionals are of the view that whatever mentioned in Object clause of the Memorandum of Association ( MOA ) is company's ordinary course of business  but this is not the correct view because a company usually mentions all sort of activities but that does not mean that company shall resort to all such activities.

Most of time a situation may arise when company does not have enough profit but still company needs to pay its KMP a hefty amount to retain the talent in the company. Therefore, it is important to know what compliances are needed to be done to pay managerial remuneration in case of no profits. PROCEDURE: Hold a meeting of the Nomination and Remuneration Committee (NRC) to discuss the salary. Then, hold a meeting of the Board to consider the recommendation of NRC and pass the resolution Hold EGM to pass the special resolution for the proposed salary. Instead of holding EGM, this approval can be taken through postal ballot also [where a member is more than 200] Then again hold a Board Meeting to execute the shareholder approval Since it is a special resolution, so file the copy of same with ROC in Form MGT-14