Under the Indian Companies Act, shareholders do not run any company, only the directors do. It is recognized that the directors represent the interests of the shareholders. Shareholders’ Agreement can outline who can appoint directors, how they are to be appointed and what percentage is required to remove a director. The right to appoint a […]
Enforcement of contractual restrictions on the transfer of shares which are not incorporated in Articles of Association (AOA) of a company One of the first judgments of the Supreme Court on enforcement of contractual restrictions on the transfer of shares, is the landmark case of V.B. Rangaraj vs. V.B. Gopalkrishnan and others on 28th November, 1991, […]
In order to bring a ‘collective action’ by the ‘minority shareholder’ against the company, there was no such provision till 2013 under the Indian Companies Act. However, there were/are provisions of ‘oppression remedy’ under the Indian Companies Act i.e. Section 397 & 398 under the Companies Act, 1956 (‘the Erstwhile Act’) and Section 241 under […]
1. Tax Audit is mandatory if ‘business’ is having total sales, turnover or gross receipts more than Rs. 1 crore in any Previous Year (‘PY’). [Read clause (a) of Section 44AB of the Income Tax Act, 1961 (‘the IT Act’)]. 2. However, the aforesaid limit of Rs. 1 crore shall be read as 5 crores […]
Pursuant to clause (a) of Section 44AB of the Income Tax Act, 1961 (‘the IT Act’), Tax Audit is mandatory if business is having total sales, turnover or gross receipts more than Rs. 1 crore in any Previous Year (‘PY’). Clause (a) of Section 44AB of the IT Act read as under- ‘(a) carrying on […]
[MCA General Circular No. 36/2020 dated 20th October, 2020 – Special Measures under the Companies Act, 2013 and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak- Extension-reg.] Looking at continuous widespread of COVID-19, pandemic, Ministry of Corporate Affairs (‘MCA’) has further issued General Circular No. 36/2020 dated 20th October, 2020 whereby MCA has further […]
Whether audit of accounts under clause (d) & (e) of section 44AB read with section 44AD & 44ADA of the IT Act is compulsory for an assessee? It is pertinent to mention that out of the total 5 (Five) conditions of compulsory audit of accounts of certain persons carrying on business or profession, under section […]
To get benefit of synergy etc, there is need for need for change in the organizational structure, or business model of a company/business entity. Restructuring of the business is increasing day by day in consideration to expand the business. In the restructuring of the business, one thing which is more important i.e. un-utilised Input Tax […]
Foreign investments into India to acquire equity instruments of an Indian company are primarily regulated in terms of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (NDI Rules). ‘Equity Instruments’ means equity shares, convertible debentures, preference shares and share warrants issued by an Indian company. [Rule 2(k) of NDI Rules] Pursuant to the amendments to […]
The decision of Arbitral Tribunal is termed as ‘Arbitral Award’ under the Arbitration and Conciliation Act, 1996 ( Arbitration Act). Pursuant to Section 28(2) of the Arbitration Act, the Arbitral Tribunal shall decide ex aequo et bono [in justice and in good faith] or as amicable compositeur only if the parties expressly authorised it to […]
