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Start Free TrialCompanies Act, 2013, Section 188
Title: Related Party Transactions
State: Central
Year: 2013
.....by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise; (b) the expression "arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. (2) Every contract or arrangement entered into under sub-section (1) shall be referred to in the Board's report to the shareholders along with the justification for entering into such contract or arrangement. (3) Where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Board or approval by a special resolution in the general meeting under sub-section (1) and if it is not ratified by the Board or, as the case may be, by the shareholders at a meeting within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board and if the contract or arrangement is with a related party to any director, or is authorised by any other director, the directors concerned shall indemnify the company against any loss incurred by it. (4) Without.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Schedule
Title: Schedule I
State: Central
Year: 2013
..... TABLE - F ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES Interpretation I. (1) In these regulations-- (a) "the Act" means the Companies Act, 2013, (b) "the seal" means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Share capital and variation of rights II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. 2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 122
Title: Applicability of This Chapter to One Person Company
State: Central
Year: 2013
.....and sections 100 to 111 (both inclusive) shall not apply to a One Person Company. (2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall be transacted, in case of One Person Company, as provided in sub-section (3). (3) For the purposes of section 114, any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act. (4) Notwithstanding anything in this Act, where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 455
Title: Dormant Company
State: Central
Year: 2013
.....to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company. Explanation. -- For the purposes of this section,-- (i) "inactive company" means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years; (ii) "significant accounting transaction" means any transaction other than-- (a) payment of fees by a company to the Registrar; (b) payments made by it to fulfil the requirements of this Act or any other law; (c) allotment of shares to fulfil the requirements of this Act; and (d) payments for maintenance of its office and records. (2) The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate in such form as may be prescribed to that effect. (3) The Registrar shall maintain a register of dormant companies in such form as may be prescribed. (4) In case of a company which has not filed financial statements or annual returns for two financial years.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 102
Title: Statement to Be Annexed to Notice
State: Central
Year: 2013
.....every other key managerial personnel; and (iii) relatives of the persons mentioned in sub-clauses (i) and (ii); (b) any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon. (2) For the purposes of sub-section (1),-- (a) in the case of an annual general meeting, all business to be transacted thereat shall be deemed special, other than-- (i) the consideration of financial statements and the reports of the Board of Directors and auditors; (ii) the declaration of any dividend; (iii) the appointment of directors in place of those retiring; (iv) the appointment of, and the fixing of the remuneration of, the auditors; and (b) in the case of any other meeting, all business shall be deemed to be special: Provided that where any item of special business to be transacted at a meeting of the company relates to or affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, if any, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 110
Title: Postal Ballot
State: Central
Year: 2013
(1) Notwithstanding anything contained in this Act, a company-- (a) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and (b) may, in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such manner as may be prescribed, instead of transacting such business at a general meeting. (2) If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that behalf.
View Complete Act List Judgments citing this sectionCOMPANIES ACT, 2013, Section 393
Title: Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
State: Central
Year: 2013
Any failure by a company to comply with the provisions of this Chapter shall not affect the validity of any contract, dealing or transaction entered into by the company or its liability to be sued in respect thereof, but the company shall not be entitled to bring any suit, claim any set-off, make any counter-claim or institute any legal proceeding in respect of any such contract, dealing or transaction, until the company has complied with the provisions of this Act applicable to it.
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Schedule
Title: Schedule Iii
State: Central
Year: 2013
.....investments do not have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion, shall be stated. PART II - STATEMENT OF PROFIT AND LOSS Name of the Company......................... Profit and loss statement for the year ended ........................... (Rupees in............) Particulars Note No. Figures as at the end of current reporting period Figures as at the end of the previous reporting period 1 2 3 4 I. Revenue from operations xxx xxx II. Other income xxx xxx III. Total Revenue (I + II) xxx xxx IV. Expenses: Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods xxx xxx work-in-progress and xxx xxx Stock-in-Trade xxx xxx Employee benefits expense xxx xxx Finance costs Depreciation and amortisation expense Other expenses Total expenses xxx xxx V. Profit before exceptional and extraordinary items and tax (III - IV) xxx xxx VI. Exceptional items xxx xxx VII. Profit before.....
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 331
Title: Liabilities and Rights of Certain Persons Fraudulently Preferred
State: Central
Year: 2013
.....the debt, to the extent of the mortgage or charge on the property or the value of his interest, whichever is less. (2) The value of the interest of the person preferred under sub-section (1) shall be determined as at the date of the transaction constituting the fraudulent preference, as if the interest were free of all encumbrances other than those to which the mortgage or charge for the debt of the company was then subject. (3) On an application made to the Tribunal with respect to any payment on the ground that the payment was a fraudulent preference of a surety or guarantor, the Tribunal shall have jurisdiction to determine any questions with respect to the payment arising between the person to whom the payment was made and the surety or guarantor and to grant relief in respect thereof, notwithstanding that it is not necessary so to do for the purposes of the winding up, and for that purpose, may give leave to bring in the surety or guarantor as a third party as in the case of a suit for the recovery of the sum paid. (4) The provisions of sub-section (3) shall apply mutatis mutandis in relation to transactions other than payment of money.
View Complete Act List Judgments citing this sectionCompanies Act, 2013, Section 328
Title: Fraudulent Preference
State: Central
Year: 2013
(1) Where a company has given preference to a person who is one of the creditors of the company or a surety or guarantor for any of the debts or other liabilities of the company, and the company does anything or suffers anything done which has the effect of putting that person into a position which, in the event of the company going into liquidation, will be better than the position he would have been in if that thing had not been done prior to six months of making winding up application, the Tribunal, if satisfied that, such transaction is a fraudulent preference may order as it may think fit for restoring the position to what it would have been if the company had not given that preference. (2) If the Tribunal is satisfied that there is a preference transfer of property, movable or immovable, or any delivery of goods, payment, execution made, taken or done by or against a company within six months before making winding up application, the Tribunal may order as it may think fit and may declare such transaction invalid and restore the position.
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