The Directors‘ Report arose out of a general move for greater transparency in corporate governance. It is useful for shareholders to find out issues such as whether the company has good finances, whether the market has potential, and whether the business has the structural capacity to expand into new opportunities. Section 134 of Companies Act, 2013 mandates certain […]
The concept of Women Directors came up with Companies Act, 2013, where the government added an ordinance and made it mandatory to appoint a women director in the board of directors of Company meeting specific criteria. (a) As per second Proviso to Section 149(1) read with Rule 3 of the Companies(Appointment and Qualification of directors)Rules,2014, […]
Due Diligence of a Company is performed usually before any business sale, private equity investment. It is process of research and analysis that is initiated before an investment, acquisition, business partnership, joint venture or bank loan, in order to determine the value of the subject of the due diligence and to see whether there are […]
The primary purpose of a company’s audit committee is to provide oversight of the financial reporting process, the audit process, the company’s system of internal controls and compliance with laws and regulations. This Committee is sometimes set up as the requirement of law and sometimes setting up as adoption of best practices of good corporate governance. Constitution of Audit […]
♣ Independent Director (Define): Means an independent director referred to in Section 149(6). ♣ Applicability of Independent Director Provisions : Listed Company The Public Companies having paid up share capital of 10cr or more; or The Public Companies having turnover of 100cr or more; or The Public Companies which have, in aggregate, outstanding loans, debentures […]
Background: According to Section 2(76) of the Act, ‘related party’, with reference to a company, means: 1. A director or a key managerial personnel or their relatives; 2. a firm, in which a director, manager or his relative is a partner; 3. a private company in which a director or manager or his relative is […]
Authorised Share Capital is the maximum amount of the capital for which shares can be issued by the Company to shareholders, it is the capital mentioned in the Memorandum of Association of the Company under heading of ‘Capital Clause.’ As per Section 2(8) of the Companies Act, 2013 “Authorised capital or Nominal Capital” means such […]
Private Limited Company is defined under Section 2(68) of the Companies Act, 2013, means a company which by its Articles: (i) Restricts the Right to transfer its shares. (ii) Expect in case of One Person Company, limits the number of its members to Two hundred. Provided that where two or more persons hold one or […]
Managing Director Section 2(54) of the Companies Act, 2013, defines Managing Director. ‘managing director’ means a director who by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the […]
Articles of Association (AOA) of Companies Registered under Companies Act 2013 are the rules and regulations which governs the internal management of a Company. Articles of Association (AOA) of Companies specifies the procedure for executing various matters like management of Company and issue of Share Capital, meetings of Shareholders, appointment of directors, managing the accounts […]
