AMENDMENT IN ESOP/ESOS GUIDELINES

On 17th January, 2013 SEBI has introduced amendment in the ESOP/ESOS Guidelines, 1999.
The amendment has been introduced to control and avoid manipulation in trading and price of the securities by the promoters and directors by using shares issued by way of trust to be issued to the employees under ESOP/ESOS scheme of the Company.

The amendment is applicable from the immediate effect and the current scheme(s) issuer shall ensure that the schemes shall comply with the guidelines by 30th June, 2013.

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1358405632526.pdf

COMPANIES BILL, 2012 – OPPORTUNITIES FOR COMPANY SECRETARIES

To match the changing requirement of local and global economy government introduces new Companies Bill. Companies Bill, 2012 has been passed by loksabha on 18^th December, 2012 now awaiting approval from Rajya Sabha. This new bill has on platter better and bigger opportunities to the Company Secretaries as professionals. This Bill includes company secretary in the definition of “Key Managerial Personnel” of the Company. Following is the brief of some of the scope and/or position of company secretaries expected to turn on this bill becoming an act:

ONE PERSON COMPANY

ONE PERSON COMPANY (OPC) – Companies Bill, 2012:

To promote Corporatization and to ensure entrepreneurial flexibility Companies Bill, 2012 has introduced the concept of One Person Company/One Man Company in India. As per definition given in Clause 2(62) of the Companies Bill, 2012 “One Person Company” means a company which has only one person as a member.

LEGAL UPDATE: RATIFICATION OF MISTAKE IN FROM 1, 1A AND 44

Ministry of Corporate Affairs has issued a circular dated 21st December, 2012, Mistakes made in the filed e-form 1, 1A and 44 can be rectified via form 68 within 365 days of approval of the said forms by the ministry on payment of fee of  Rs.  1000/- in case of e-form 1 & 1A and Rs. 10,000/- in case of e-form 44.

It has been further stated in this circular such forms filed for the companies incorporated before 2009 can also be rectified within 180 days of the effective date of the circular i.e. 23rd December, 2012.

http://www.mca.gov.in/Ministry/pdf/General_Circular_42_2012.pdf

COMPANIES BILL, 2011 APPROVED BY LOKSABHA

Companies Bill, 2011 get approved by the Loksabha yesterday 18th December, 2012 along with the amendments and now to be presented in the Rajyasabha for approval.

A copy of bill to be presented in loksabha was made available on MCA's site:
http://www.mca.gov.in/Ministry/pdf/The_Companies_Bill_2011.pdf

CHANGE OF NAME OF PRIVATE COMPANY AND UNLISTED PUBLIC COMPANY

Companies usually change their name to match the name of the group of the companies to avail of the goodwill attached to the name of the group, at times they change their name for some other reasons too such as to match their new line of business etc. Procedure for change of name of the Company both for private companies as well as unlisted public companies are as follows:

CSR: CORPORATE SOCIAL RESPONSIBILITY IN INDIA:

Confusing and non-mandatory means voluntary as per Indian laws, Why to bother to know this then????

Because even if not compulsory corporate like TATA and Reliance are fulfilling this part upto their extent and the government is planning to make it mandatory for corporate fulfilling certain criteria. Moreover no knowledge is harmful at all.

In easy words corporate social responsibility commonly known as CSR is the return from the corporate to the society the resources for their intake from society. In more known words its like preserving resources while using them for our next generation. 

COMPANY SECRETARY: APPOINTMENT, RESIGNATION, PROCEDURE TO BE FOLLOWED IF MANAGEMENT DOES NOT FILE FORM 32 AFTER RESIGNATION

APPOINTMENT OF COMPANY SECRETARY IN WHOLE TIME EMPLOYMENT:

As per section 383A every Company having a paid-up capital of Rs. 5 Crore or more need to appoint a Company Secretary in Whole Time Employment. If the Company fails to do so every officer in default shall be punishable with fine upto Rs. 5000 for each day of default.

For appointment of Company Secretary it is the general practice to appointment him by passing a board resolution and within 30 days of appointment Form 32 need to be filed with the respective ROC.

Board Resolution for Appointment of Company Secretary:

"RESOLVED THAT pursuant to the provision  of Section 383A and other applicable provision ( including any modification or re-enactment thereof ), if any, of the Companies Act, 1956 the consent of the  Board be and is hereby accorded to appoint Mr. A holding the prescribed qualification under Section 2(45) of the Companies Act, 1956 read with Rule 2(1) of the Companies ( Appointment and Qualification of Secretary ) Rules, 1988 (as amended from time to time) as Whole time Secretary of the Company with effect from ------, to perform the duties which may be performed by a secretary under the Companies Act, 1956 and any other duties assigned to him by the Board from time to time.

CHANGE IN FINANCIAL YEAR

Company follows a financial year of April to March or of January to December, which is decided either by the articles of association of the Company or by directors in the first board meeting by passing a board resolution. After once fixing the financial year of the Company the Board may afterwards decide to change the financial year due to various financial, legal or business reasons. Say the Company is following the financial year of January to December and now it is willing to change it to April to March, what shall be the procedure for doing it?

For such a change in financial year the Board must pass a resolution and inform the stock exchange about such a change in the financial year of the Company in case of listed company and  the company may at its own intimate ROC about it, though no such intimation to ROC has been specified in the Companies Act, 1956.

FORMAT OF BOARD RESOLUTION FOR CHANGE IN FINANCIAL YEAR:

JUDGEMENT OF KOLKATA HIGH COURT ON DEFUNCT COMPANY NOTICE REPLY

In the recent Kolkata High Court Judgment on BASANTI COTTON MILLS PVT. LTD. Vs REGISTRAR OF COMPANIES, WEST BENGAL 

As per the judgment:

A Company can be strike off by the Registrar of the Companies as a Defunct Company only if the company in reply to the notice of defunct company issued to it asserts that it no more carry on any business or the Company do not reply the notice. If in reply to the notice the company affirms otherwise its name can’t be strike off, though the registrar has all the authorities to verify and raise query on the working status of the Company.

Another point of importance is section 3(5) of the Companies Act, 1956 as per which the name of the Company can be strike off if it fails to maintain the minimum paid-up capital requirement, but again in this situation too it shall be an un-disputed and absolute matter of not fulfilling the minimum paid-up capital requirement.

Copy of Judgment : http://judis.nic.in/Judis_Kolkata/detail.aspx

The information given in this blog is the personal understanding of the writer and shall not be used as a conclusive material the content stated/mentioned here is subject to changes by respective government/authorities in the applicable laws. Writer shall not be liable for any direct or indirect damages caused to any person acting solely on/based upon the information provided herein.