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One Person Company [sec. 3(1)(c)];
Returns (u/s 92 & 93);
E- governance (sec. 120);
GDR (sec. 41);
Reduction of Share capital (u/s 63);
Valuation (sec. 247);
Company Secretary (203; & 205);
Concept of Corporate social responsibility (u/s 135);
Appointment of KMP (u/s 203);
Insider trading & forward dealing (u/s 194 & 195);
Enhanced accountability on part of companies;
Additional disclosures norms;
Audit accountability;
Audit Committee (u/s 177);
Register of Director & KMP and their shareholding (u/s 170);
Mergers and Amalgamation (sec. 230- 240);
Protection for minority shareholders;
Investor protection and relation;
Serious fraud investigation office (SFIO) [sec. 211];
Compounding under new legislation (u/s 441); and
Miscellaneous (fraud; penalty for fraud and false evidence) .
One Person Company
(OPC)The new legislation on Company Law has came out with new concept as cited
above and the same has been defined u/s 3 (1) (c) of the new legislation.
It refers to an lawful entity established by the one person by subscribing to the
memorandum of the OPC u/s 3 (1) (c)
The MoA of such co. shall indicate the “OPC” in the brackets below the name of
such company. e.g. Munjal Pvt. Ltd. (OPC).
The MoA of such Company shall also indicate the name of the person as the
nominee for such member by giving the prior written consent of such person and
same shall also be require to file with jurisdictional RoC at the time of incorporation
of such Co. along with MoA. Proviso to 3 (1)
The person, who appoint nominee for himself, having the following rights against
such nominee.
To bring the replacement, at any time, in the name of
nominee by given prior notice to such person &
To withdraw such written consent..
Provision Requirement
77 (2)
(certificate of regd. )
ROC shall issue a certificate of regd. in favour of Co
and , as the case may be, in favour of charge holder.
77 (3)
(effect of non regd. )
Notwithstanding anything contained in any other law for
the time being in force, Liquidator and Crs. shall not be
taken into a/c any charge unless there is a certificate of
regd.
77 (4)
[effect of 77 (3)]
77(3) shall not prejudice any obligation of Co towards
repayment.
Provision Requirement
77 (1)
(Registration of charge)
Every Company creating a charge- loan against
property, whether situated outside India, - within or
outside India, shall be bound by registration of such
charge with jurisdictional ROC by filing particulars and
instrument, if any, signed by creator and holder on
such payment and in such form as may be prescribed.
77(1)
(Time limit for regd.)
<= 30 days of creation of charge.
(What shall be the date considered for creation ?)
77 (1)
(type of Companies)
Every Company seeking finance against its property.
77(1)
(Condonation of delay)
If a Co. fails to get regd., <= 30 days from such
creation, then ROC, on app. by Co, may allow for
regd. <= 300 days from such creation. (Proviso- 1)
[procedure in rules for Condonation:- Co. shall file
app. for Condonation supported by declaration, signed
by Co. Secy, / Director, to the effect that such belated
delay shall not adversely affect rights of any other Crs.
of the Co.
-: Duty of the subscriber to MoA :-
To give intimation to the company with in such time and in such manner as may be
prescribe for change in name of the nominees indicating in the MoA of the Company.
The company shall give intimation to the concerned RoC about such change with in
such time and in such manner as may be prescribed i.e. by notifying the rules for the
same after the commencement of the new legislation.
Note:- the change in the name of nominee as indicating in the
Co’s MoA shall not be reckon as the alteration of the MoA.
Exemption available to new class of the Company:-
While filling the financial statement, such class of Companies not required to file.
cash flow statement. Proviso to clause 2 (40) (1)
The same company also not require to conduct AGM as the other company
require with in 9:00 a.m. to 6 p.m. u/s 96 (1)
The following section with which such company shall also not subject to :
Power of Tribunal to call meetings of members
Annual ReturnProvision Requirement
92 (1) Every Company shall require to file AR
which shall carrying the particulars as
on closing of F.Y.
92 (1) (k)
(signatory to AR)
1) AR shall be signed by a director
and Company Secretary, if there is
no CS then same shall be by PCS.
2) In case of listed entity: CS + D+
certified by PCS.
3) In case of OPC & Small Company:
CS of that Company and where
there is no CS then same shall be
signed by Director of that Co.
92 (2)
(Requirement w.r.t. certification)
1) AR filed by listed entity; and
2) Company having paid up Rs. >= 5
Cr. & turnover of >= 25 Cr.
then AR shall also be certified by PCS
92 (3)
( Extract of AR in BR)
Extract of AR shall form part of boards’
report
Provision Requirement
92 (4)
(time limit for filing)
Every Company shall require to file <=
60 days from the date of AGM; if there is
no AGM then <= 60 days from on which
date it should be held along with
reasons to that effect
Authority to whom AR shall be filed Concerned registrar of Companies
92 (5)
( Consequences of non compliances )
If any Company fails to comply 92 then
Company shall be liable to fine of not
less than 50K which may extend to 500k
and every officer, who is in default, shall
be liable for imprisonment maximum 6
months or 50K to 500k or both.
92 (6)
Penalty for wrong certification by PCS
If AR wrongly certified by PCS then he
shall be liable for fine which not be less
than 50 K but which may extend to 500
K.
Provision Requirement
93 (1) Every listed entity has require to file
with the ROC ; a return to the effect of
changes occur in shareholding of
promoter and top ten shareholders.
Who shall be covered under this return Promoter and top ten shareholders.
What shall be the basis of filing such
return
When changes occurred in nos. of
shares held by promoter and top ten
shareholders then that Company shall
abide by this.
Time limit for filing such return Company bound by this provision shall
require to file <= 15 days from the
occuurence of such change.
Return w.r.t. Change in
shareholding
Option of keeping books of account in electronic form
Maintenance and inspection of documents in electronic form
Placing of financial statements on co’s website [3rd proviso to 136(1)]
Holding board meetings through video conferencing [sec. 173(2)]
Offering securities to public in the dematerialized form (sec. 29)
E-governance
E-governance has been proposed for various
processes like :
Amendment proposed to clause 49 of listing agreement for bringing the listed cos
in line with new legislation and good corporate governance practices:
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1357290354602.pdf
GDR (Global depository Receipt)
Q_ What is GDR ?
Ans_ It refers to receipt, denomination in foreign currency, created by the
overseas custodial body, on charging some fee for this, on behalf of the issuing
company, which is Indian company, and backed by the ordinary shares of the
issuer company . Or hitting the foreign market with new issue by Indian issuer
which already listed on recognized stock exchange of India.
u/s 41 of the new legislation, a company can issue the GDR by passing the
special resolution in its general meeting and by complying the condition as may
be prescribed.
Rules
Reduction of Share Capital (yet to be notify)
Provision Requirement
66 (1)
(class of company)
Every Company limited by shares or
limited by guarantee and having a
share capital.
66(1)
(procedure for reduction)
Relevant Company may effect
reduction by resorting to following
procedure:
a. Special resolution; and
b. Application before jurisdictional,
w.r.t. registered office, bench of
NCLT.
66(1)
(How many ways a Company can
reduce its capital)
a. Extinguishment/ reduce uncalled
share capital (10-5=5);
b. Cancel of uncalled share capital
(10-5=5); and
c. Pay off, when Company think
excess has been called (10-5=5).
66(1)
(When a Co. can’t embark upon
reduction)
If Co’s deposits, either accepted before
or after commencement of 2013, in
arrears in repayment or interest
payable thereon.
Provision Requirement
66 (2)
(procedure by NCLT)
The tribunal, on receipt of app, shall put into
knowledge of ROC; SEBI; IT etc. for receiving
their objection <= 3 months from the receipt of
notice.
66(2)
(presumption on non receipt of
objection)
If NCLT has not received any objection within 3
months , then same shall be considered that has
been approved by them. (proviso)
66(3)
(Order of reduction)
a. The tribunal may, on being confirmed that no
debt is outstanding by Co. or mechanism has
been devised for securing any debt in queue,
sanction such reduction.
66(3)
(when tribunal can block such
reduction)
If journal entry proposed by Co. w.r.t. reduction
of capital not in conformity with accounting
standard laid in sec. 133; and
A Certificate to that effect issued by PCA not
submitted with tribunal. (proviso)
Provision Requirement
66 (4)
(Mass communication of order)
Order shall be published by Co. in such manner
as has been directed by tribunal.
66(5)
(Post order compliances)
The Co. shall filed on being receipt of CTC of
order, on application, and minute- of general
meeting in which SR has been passed-
approved by tribunal showing:
a. Revised amount of capital with no. of shares
into which it divided with each value; and
b. liability of members post reduction.
66(5)
(timeline for compliances and
concerned auth. )
The Company shall comply the filing within 30
days from the date of receipt of CTC of order
with jurisdictional ROC.
66(6)
(Reduction is means of buy
back)
Reduction shall not be construed as buy back in
any manner.
66 (7)
(post reduction liability of
members)
Members, past and present, shall be liable for
the amount up to the extent of unpaid value of
shares, if.
66 (10) non compliances Section 447 shall be invoked.
ValuationNew Legislation come up with new chapter XVII carrying title “ Registered
Valuers”
Q_What is valuation and under which section it is specified ?
Ans_value of the property (moveable / immovable) for which valuation has
undergoing. and it is mentioned only u/s 247.
Q_How is to be valuation done in this legislation ?
Ans_ u/s 247 (2) (c) in accordance with the rules as may be prescribed.
Q_why and when we need of such ?
Ans_ To assessing the exact value of the property including the securities of the
Company and in following cases we require to resort to valuation.
Issue other than for cash consideration like Sweat
Equity ;
In Corporate strategy like :- mergers / takeovers /
amalgamation / Hiving-off of business
Issuing of Rights Issue i.e. proportionate allotment to
existing shareholders
Q_which covered under valuation?
Ans_ u/s 247 (1), Property of any kind, stocks, debenture, securities,
goodwill, assets, net worth and liabilities.
Appointment of valuer u/s 247 (1)
It shall be appointed by the audit committee / by the BoD of that Company in
absence of audit committee.
Who shall be valuer u/s 247(1)
He shall be the person possessed by such qualifications and experience and
registered as a valuer.
Role of valuer u/s 247 (2)
Penalty for contravention of rules, T&C by the valuer u/s 247 (3)
Makes the impartial , true & fair view;
Not to pursue for valuation of that property in which he
have direct / indirect interest;
Resorting to proper due diligence while valuation;
Abiding by the rules, T&C as may be prescribed.
Fine which shall not be less than 25000 but which may extend to 1 lac.
But where contravention of this 247 committed by the valuer for defraud the
company / its members then there shall be provision for imprisonment which
may extend to 1 yr and with fine 1 lac – 5 lac proviso to 247 (3) .
Where valuer is convicted then he shall repay the remuneration and pay for
losses which incurred by the Company u/s 247 (4) .
Contravention
Company Secretary
New legislation come out with section 205 which mandate the function s of
Company Secretary
Functions of company secretary u/s 205 (1) as below:
Reporting to board : CS shall report to BoDs about the compliances of the
relevant acts and rules there under.
Ensuarnace : CS shall ensure that company comply the laws to which a
company is subject to in good faith.
Abide by duties : CS shall discharge the other duties as may be
prescribed
Q_What secretarial standard means ?
Ans_ it refers to standard issued by the Board on Secretarial Standard of
Institute of Company Secretary of India and duly approved by the Central
Government .
SS issued by the Board of SS till 18.01.2013 as below :
SS-1 Secretarial Standard on Meetings of the Board of Directors
SS-2 Secretarial Standard on General Meetings
SS-3 Secretarial Standard on Dividend
SS-4 Secretarial Standard on Registers and Records
SS-5 Secretarial Standard on Minutes
SS-6 Secretarial Standard on Transmission of Shares and Debentures
SS-7 Secretarial Standards on Passing Resolutions By Circulation
SS-8 Secretarial Standards on Affixing of Common Seal
SS-9 Secretarial Standards on Forfeiture of Shares
SS-10 Secretarial Standards on Board's Report
Concept of Corporate social responsibility
(I) What is CSR ?
Ans:- It refers to accountability of corporate towards social pertaining to
efficient utilization of their resources.
or
CSR means operating business in such a manner which strive the
environment of ethical and meet the expectation of society which they keep
from corporate .
or
It also said to be as introduce those line of products which do not affect the
environment and society as well.
or
In other way it also said to be as a implied contract between society and
corporate where later bearing responsibility since birth towards society.
(II) CSR (section-135) :-
If a company having during any financial year since 2014-15 :
Then that Company shall require to constitute a Committee designed as “CSR”
committee, constituting not less than three directors of which at least 1 shall be an
independent director.
And that company shall make every endeavor to spend 2 % of its avg. net profit before
tax earned in preceding 3 F.Y., in activities, schedule 7, approved by board on
recommendations of the said committee [135 (5)].
Note:_ While calculating PBT, profit arising from branches located outside India
shall not be taken into a/c.
Concerned Companies shall disclose the contents of its CSR policy in its board report
and also place the contents of its CSR policy on its website, if any,
[135 (4) (a)].
Company (ies) shall also state the composition of CSR committee in its board report.
[135 (2) ].
Net profit >= 5 crore/ 50 mn/ ; or.
Net worth >= 500 crore/ 5000 mn/ 5 bn; or
Turnover >= 1000 crore. [135 (1) ].
Q_; Functions of CSR committee [135 (3) ].
Ans:- Functions of this committee split into three parts:
1) Formulating the policy in line with sch. 7:
2) Recommendations of CSR activities to board; and
3) Recommendations about expenditure, on a/c of CSR activity (ies);
4) Monitoring the policy;
5) Specify the projects and programmes that are to be undertaken;
6) Compile a list of projects/ programmes plans to undertakeduring the
implementation yr. i.e, 2014-15;
Q_: How many ways a Company can undertake CSR projects ?
Ans: A Company can discharge the compliances by way of:
1) By formulating a division in Company;
2) By formulating a trust;
3) Through foundation;
4) By hiring a third party (NPO);
5) By pooling resources with other Company (ies) i.e,; in partnership with other
-: Draft Corporate Social Responsibility Rules:-
Commencement: These rules come into force from F.Y. 2014-15;
Net Profit: It refers to profit earned by a Company before tax i.e., PBT;
Spending: 2 % of its avg. PBT earned in preceding 3 F.Y. ending on 31.03.2014
Compliances: Concerned Cos has required to dedicate for compliances from
2014-15 on annual basis i.e, once these rules notified by MCA then those
Companies falling into the criterion provided in 135 (1) has required to spend 2
% of its avg. of PBT for 2013-14; 2012-13; and 2011-12.
CSR projects: A Company mar carry on brown fields or green fields project.
Social Activities conducted in normal course of biz. shall not be counted towards
CSR spending.
CSR v/s Corporate Sustainability
CSR includes corporate, social and its responsibility towards social on the
other hand later includes only environment
Corporate sustainability ensures traditional growth of social, economic, and
environment. Social, economic, environment provide opportunities.
Corporate sustainability increases stakeholders value.
PRINCIPLES:
Principal of Intergeneration
Principle of Sustainable use
Principle of Equitable use
.
Q:- What is it mean ?
Ans:- it refers to that class of persons which is possessed by high degree of
knowledge and ultimately bearing the responsibility for the failure / success of the
company .
Q:- What shall it comprise ?
Ans_ u/s 203 the following person shall form part of this category:
Q_ what section covers their appointment ?
Ans_ section 203 is introduced which covers the following :-
Every Company belonging to such class / class of companies which may be
prescribed shall be possessed by following members in their management at
every time:
Q_whether MD / CEO can take the charge of chairperson simultaneously ?
Ans_Proviso to 203 (1) (ii) unless AOA of company provides otherwise a person
can’t not enjoy the aforesaid positions at a time.
CFO / MD / Manager and in absence there shall be whole time director;
Company Secretary
CFO / MD / Manager and in absence there shall be Whole Time Director;
Company Secretary
Q_ How appointment of KMP shall be governed ?
Ans _ u/s 203 (2), Every whole time KMP shall be appointed by means of board
resolution with containing the t&C + remuneration as well.
Q_Whether there is provision for appointment of KMP in more than 1 company?
Ans_ u/s 203 (3), there is candid bar on KMP for assuming charge on such class
of designation in more than one company except that company categorised as its
subsy company .
However with the previous approval by passing board resolution, a person can
enjoy the position as KMP in more than 1 Company .
Q-Is there any requirement for making choice for number of designation as in
directorship after the commencement of new legislation ?
Ans_Yes, proviso (ii ) of 203 (3) stating that a person shall exercise his choice
with in 6 months from commencement of this act.
Q_whether a person can act as MD for > 1 Company ?
Ans_ Proviso (iii) to 203 (3) a company may go with same person who is already
enjoying such designation in another company already by passing board
resolution with the consent of all directors along with giving specific notice to that
effect . (note: but same person can’t hold office more than 1 at a time)
Q_ How vacancy will be fill for this class of designation (KMP) if any one
resign before his original terminal of tenure ?
Ans_ u/s 203 (4) the vacant post shall be fill by passing board resolution <= 6
months of such vacancy.
Q_ What will be the consequences for non compliances of this provisions ?
Ans_ u/s 203 (5), if contravention on the part of company then :-
If contravention on the part of the director:
Company shall be liable for fine which shall not be less than 1
Lac and which may extend to 5 lac
Then every director and KMP who is in default shall be liable for fine which
may extend to 50000 and for every day, in continuation, 1000 shall be liable
Forward TradingWhat is forward dealing ?
Ans:-
New legislation come up with a new section 194 , which confronted with
forward trading.
Aforesaid section mandate that no person including Director / KMP shall
enter into such trading in the securities of Company / associates / subsy (ies)
which gives any of the following right on a specified number of relevant shares /
specified amount of relevant debentures.
right to call for / make a delivery or Right , as he may elect, to call / make delivery.
Q:- What is relevant shares & relevant debentures ?
Ans:- Explanation to 194 - means that shares / debentures in which the
concerned person is a WTD / KMP / shares & debentures of its holding & subsy
(ies) cos.
Q:- Non compliances
Ans:- <= 2 years/ 1 lac – 5 lac/ both
Insider trading
There is new section 195 which dealt with insider trading.
Aforesaid section mandate that- No person including KMP / Director shall
enter into insider trading i.e, act of buying/ subscribing/ dealing/ selling/ agreeing
to subscribe, buy, sell or deal in any secs. Of Co.
If any person including KMP / Director enter in contravention to section 195
then he shall be liable for following :-
What insider trading means ?
Ans:- explanation “a” to proviso of 195 (1), an act of subscribing, buying,
selling, dealing or agreeing to subscribe, buy, sell or deal in any securities by
any director / KMP / any other officer of a company either as principal / agent if
such director / KMP / any other officer of a co. is reasonably expected to have
access to any UPSI in respect of securities of co. ; or
an act of counseling about procuring / communicating, directly / indirectly any
UPSI to any person
195 (2): Imprisonment which may extend to 5 years / fine shall not
be less than 5 lac but which may extend to 25 cr or 3 times of the
profit which earned through this transaction, whichever is higher or
both..
Tabulation of 194 & 195 underneath
Basis 194 195
Status Yet to be notify Yet to be notify
Dealt with Forward trading Insider trading
Community of persons
subject to
Any director or any of
KMP
No Person including any
director or KMP
Non Compliances 1) <= 2 years/ 1 lac- 5
lac/ both; and
2) The delinquent shall
surrender securities,
acquired under this
transaction, to the Co.
and Co. shall not
register the secs. in
favour of defaulter, if in
phy. form, or shall
inform to depository to
not to make entry w.r.t.
registration of said no.
secs.
<= 5 years/ 5 lac – 25 cr.
Or 3 times of the amount
earned, which ever is
higher, or both.
u/s 24 of SEBI act, 1992:
<= 10 years/ 25 cr. / with
both.
Norms in force N.A. SEBI (PIT) regulations,
1992
What is price sensitive information
Ans: Whch relates, directly / indirectly, to a b Co. & which if published is
likely to materially affect the price of securities of the Co.
Sebi rejects RIL companies' consent order plea in insider trading
http://economictimes.indiatimes.com/markets/regulation/Sebi-rejects-RIL-
companies-consent-order-plea-in-insider-trading/articleshow/17878717.cms
Reliance Industries approaches Tribunal against Sebi over alleged irregularities in
share dealings
http://economictimes.indiatimes.com/markets/regulation/Reliance-Industries-
approaches-Tribunal-against-Sebi-over-alleged-irregularities-in-share-
dealings/articleshow/17876201.cms
SAT adjourns RIL-SEBI case till January 24
http://economictimes.indiatimes.com/markets/regulation/sat-adjourns-ril-sebi-case-
till-january-24/articleshow/17980109.cms
Only a few controlling price-sensitive information a matter of concern: Sebi
http://economictimes.indiatimes.com/articleshow/18053378.cms?prtpage=1
Order against Reliance Petro Investment Ltd. in insider trading case
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1367505894264.pdf
Enhanced accountability on the part of companiesConcept of independent directors, u/s 149(5), with their office term
& liability also have been laid in the act
Code of conduct for independent directors also been introduced by
specifying new schedule no. 4 r/w 149(5)
Duties of directors also prescribed u/s 166
The central govt. entrusted with powers to prescribe restrictions
w.r.t. layers of subsy (ies) for any class / classes of cos.
Concept for whistle blower also been provided and there is also a act,
Public Interest disclosures and protection to whistle blowers act, 2011 ,
which is waiting for clearance in parliament.
Please find the text of act:
http://www.prsindia.org/uploads/media/Public%20Disclosure/Public%20Interest%
20Disclosure%20act,%202010.pdf
New provisions for allowing re-opening of accounts on orders of central
government / court/ tribunal u/s 130
Brief about Section 130 as below :-
u/s 130(1):- A company shall not re-open it’s accounts unless order of competent
authority.
What is re-open of accounts ?
Inspection of accounts on orders of competent auth.
Who is competent auth. under section 130 ?
Court having jurisdiction over its, company, registered office.
When competent authority shall issue the order
If previous relevant accounts prepared in fraudulent manner;
If the affairs of company give the room for objection
Procedure for passing an order by said authority
Court / NCLT shall put the above facts into the knowledge of central government
and income tax auth. for representation and shall take into the consideration
before issuing the order.
Can accounts revised on account of this order ?
Yes, u/s 130 (2), order may carrying the provision for such revision of accounts, if
, revised on such re-open shall be final for that financial year.
What is independent director?
Who provides independent judgment, instill professional discipline, posses integrity,
monitor and ensure compliances and maintain the interest of the shareholders
Qualification for independent director u/s 149 (5)(e) ?
Not holds together with his relatives more than >= 2% of the voting rights of the
company u/s 149(5)(e)(iii) .
Neither himself or with his relative holds or held the designation of KMP or is or had
been an employee of holding / subsy (ies) / associate in any of the three preceding
financial year u/s 149 (5)(e)(i) .
who had not any pecuniary relationship with subsy(ies)/ holding/ promoters/
directors/ associate in any 2 preceding financial year or current year 149(5)©
None of whose relatives has or had pecuniary transaction with holding / subsy (ies)/
associate/ directors/ their promoters amounting to >= 2% of the income/ gross
turnover or 50 lac or higher amount which ever is lower u/s 149 (5)(d) .
Who neither himself nor his relatives appointed as CEO / director (by whatever
name called) of any organization for non profit and that organization received the <
25% of its total receipts from any company i.e. if received >= 25% of its receipt from
any company then said director, appointed as independent director, not said to be as
independent director u/s 149(5)(e)(iv) .
Additional disclosure normsDisclosures like development and implementation of risk management and
prohibition thereof in the board report u/s 134(3)(n) .
Board report of every listed companies shall carrying the disclosure about manner
of evaluations for its BoDs as well as individual directors performance u/s 134(3)(p)
.
Board report, u/s 134, shall include the detail of following :
related party transaction u/s 188,
statement on director’s remuneration,
auditor’s qualification on auditor report,
secretarial audit report,
cost audit report etc.
Every listed cos required to file return in prescribed form to concerned ROC
when change occurred in promoter’s stake and top 10 shareholders with in 15
days of such change.
Consolidation of a/cs i.e. a/cs of subsy (ies)+ foreign subsy (ies) + holding co
to be attached while filling with concerned ROC.
Contents of Board report as per new legislation
u/s 134 (3) Board report shall carry the following :-(a) The extract of the annual return;
(b) Director’s Responsibility Statement;
(c) Declaration given by independent director;
(d) Company’s policy on appointment of director, its remuneration, criteria
for qualification for director;
(e) Board explanation / comments on adverse remark given by PCA /
PCS in its report;
(f) Particulars of loans / guarantee / investment by company;
(g) Particulars of contract / arrangement with related party along with
justification for such contract with related party;
(h) Material changes occurred with in the end of preceding financial year
to which such relates;
(i) Conservation of energy, foreign exchange earning & outflow;
(j) Statement carrying the implementation, development of risk mgmt.
policy & identifying the risk element affecting the position of Co. ;
(k) Policy on CSR and constitution of its committee on CSR;
(l) Statement carrying the evaluation of its board members.
Signatories to the financial statement including consolidated financial
statement as per ne w legislation
Chairman ,if authorized by BoD or by two directors at
least one of them shall be MD; and
Company Secretary and;
CEO (if appointed as Director on its governing board);
CFO, where Co. appointed the same.
u/s 134(1)
Signatories to the Board report
u/s 134 (6)
Chairman, if he is authorize by BoD or by 2 directors (at
least one of them shall be MD)
Contravention to the 134
In case of company :- 50000 – 25 Lac and
In case of officer in default : 3 years / 50000 – 1 lac / Both
u/s 134 (8)
Attachment to financial statement
Auditor Report, Board Report and Secretarial Audit Report.
Section 188 at glance
Section 188 – Related party transaction “RPT”
Q: What related party consist ?
Ans: u/s 2 (76) of the act the following person party (ies) categorized as
related party :
i) Director or his relative.
ii) KMP or his relative.
iii) A firm, in which a director, manager or his relative is partner.
iv) A private Company in which a director or manager is a member or
director.
v) A public Company in which a director or manager is director or holds
along with his relatives more than two % of its paid up capital.
vi) Any body corporate whose board, MD or manager is accustomed to act
in accordance with the advice, directions or instructions of a director or
manager.
vii) Any person on whose advice, directions or instructions a director or
manager is accustomed to act.
viii) Any Company which is :
Holding, subsy or an associate Company of such Company
A subsy of a holding to which it is also a subsy
ix.) such other person as may be prescribed
.
Q: what is “ relative “ ?
Ans: relative with reference to any person, means any one who is related to
another, if:
1) They are members of HUF
2) They are husband and wife
3) One person is related to the other in such manner as may b prescribed
A company can not enter into such transaction (contract / arrangements)
unless there is resolution in its board meeting and conditions as may be
prescribed to be complied by the company.
If a company having such amount of paid up capital or transactions
exceeded the amount as may be prescribed then such transaction also
subject to special resolution in general meeting .
u/s 188 (1) what “RPT” may consist ?
sale, purchase and supply of material;
sale, purchase of property of any kind ;
leasing of property of any kind;
Underwriting the subscription of securities / derivatives
thereof;
Related party’s appointment in office / place for profit in
its subsy or associate company;
Appointment of any agent for sale, purchase or supply
of goods or services
Q:- what is associate company ?
Ans:- as defined in u/s 2(6) in relation to another company means that the
first company holds more than 20 % of its total share capital or of business
decisions under an agreement but it does not include subsy and JV.
Q:- what is office / place for profit ?
If such office / place for profit is held by Director then any
remuneration received by him, in respect of such holding, by way of
fee / commission / salary / otherwise exceeded the limit for which he
is entitled .
Where such office / place for profit is held by individual other than
director or by firm / private company then any remuneration receive by
way of salary / fee / commission / otherwise.
or
Q:- what shall be the effect of contract enter with related party without obtaining
the previous sanction of BoD / in general meeting ?
Ans- u/s 188(3), where the contract / arrangement entered without the sanction of
BoD / passing of special resolution at general meeting, as the case may be, by
any director or by employee shall be voidable ab initio at option of its board of
directors if not ratified by its BoD / by shareholders at general meeting <= 3
months of such contract / arrangement . where such contract / arrangement with
the related party of such contractor / authorize by such contractor then same
shall be liable for indemnify the Co. against any loss incurred by it.
u/s 188 (4), in addition a company may proceed against such defaulter for
recovering the loss incurred by it.
Q- How much penalty may be imposed on director / employee who had entered
into / authorize the contract in violation of this section ?
Ans – u/s 188 (5) (i), in case of listed :-
Cos act eases select related party delas
http://timesofindia.indiatimes.com/business/india-business/Cos-act-eases-select-
related-party-deals/articleshow/18126231.cms
Imprisonment which may extend to 1 year / fine which fall in the
ballpark of 25000 – 5 Lac / Both
Audit AccountabilityRotation of individual auditors after term of 5 consecutive years and audit
firms after 2 consecutive of 5 years.
Auditors prohibited from extending services other than as approved by Board
of Directors / Audit committee for maintaining its independence and
accountability [u/s 144].
Auditors (firms / individual) to report specifically on whether the company
has comply the directions issued by the SEBI.
Mandating NFRA (National Financial Reporting Authority) u/s 132 to ensure :
monitoring & compliance of accounting & auditing standards.
to monitor quality of service of professionals associated with
compliances.
to look into after the disclosures made by auditor.
Every listed entity require to engage PCS for secretarial audit of its
compliances and shall include a report of secretarial audit in board report.
Every listed entity require to comply the standards of ICSI issued for board
and general meeting i.e. shareholders meeting.
Audit Committee
Basis Companies Act, 1956 Companies Act, 2013
Provision 292 177
Which Companies required
to constitute
Every Public Company
having paid up share
capital of >= Rs. 5 cr.
Every listed Company and
such other class as may be
*prescribed
a) Every other public
Company having paid
up capital >= Rs. 100
cr. Or turnover >=Rs.
100 cr, whichever is
more; or
b) Which have, in
aggregate, outstanding
loans or borrowings or
debentures or deposits
exceeding Rs. 200 cr.
No. of members Not less than three
directors
a) Minimum three
directors.
Basis Companies Act, 1956 Companies Act, 2013
No. of independent
director
2/ 3rd of total directors
shall be other than
managing or whole time
director.
Independent directors
shall forming majority.
Assignment Audit committee shall act
in terms of reference
provided by board of
directors
Audit committee shall act
in terms of reference
provided by board of
directors.
Chairman Chairman shall be
elected amongst the
members.
As such there is no
requirement.
Qualification As such there is no
requirement
The majority of members
including chairman
having ability to read &
understand financial
statement.
Cooling period Prevailing at present
time.
Require to align existing
Audit committee <= 1
year of such
commencement.
Basis Companies Act, 1956 Companies Act, 2013
Powers of audit committee a) May call comments of
auditors about internal
control system;
b) To discuss any issues
related with terms of
reference with internal
auditors, statutory
auditors and Mgmt. of
the Company;
c) To seek professional
advice from external
auditors on mater
related with terms of
reference;
d) Also having powers to
bring into access all
information kept in the
records of the Co.
Register of Director & KMP and their shareholding
Provisions Requirement
170 (1) Every Company shall keep at its
registered office in addition to other
registers, a register shall contain the
particular to the effect of Directors’ &
KMPs’ appointment and their
shareholding in Company, its subsidiary
& Associate Company if.
170 (2) Every Company shall require to file a
return before concerned ROC <= 30
days from the date of appointment of
every Director & KMP and also require
to file return <= 30 days from the date of
change thereof.
Status of provision as on 16th
December 2013
The said section yet not notified by MCA
SS-1 Secretarial Standard on Meetings of the Board of Directors
SS-1 Limited Revision of Secretarial Standard on Meetings of the Board of
Directors
SS-2 Secretarial Standard on General Meetings
SS-3 Secretarial Standard on Dividend
SS-4 Secretarial Standard on Registers and Records
SS-5 Secretarial Standard on Minutes
SS-6 Secretarial Standard on Transmission of Shares and Debentures
SS-7 Secretarial Standards on Passing Resolutions By Circulation
SS-8 Secretarial Standards on Affixing of Common Seal
SS-9 Secretarial Standards on Forfeiture of Shares
SS-10 Secretarial Standards on Board's Report
Secretarial Standards
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Protection for minority shareholders
Exit option to shareholders in case of dissent to change in object for which
public issue was made as well bring change in objective mention in its MOA.
Specific disclosure regarding effect of merger on following :
creditors,
KMPs, promoters &
Shareholders
The NCLT is being empowered for providing exit offer to dissenting.
shareholder in case of compromise / arrangements.
Valuation by registered valuers mandatory for certain corporate actions like
Issue other than right issues;
Issue for other than cash considerations;
Merger / Acquisitions / Dissolution / Demerger /
Takeovers
Investor Protection and relation
Central government has been empowered to prescribed class / class of
companies whose members shall not been auth. to appoint another person as
proxy [3rd proviso to 105 (1)];
Right of an investor to claim dividend even after unclaimed dividend
has been transferred to Investor Education & Protection Fund.
Provisions for applying in case of oppression which provide minimum number
of members
may apply before NCLT for safeguarding the provisions of this act i.e. 2013
In case of Co. having share capital :- 100 members or 1 / 10th
of total members or member / members holding >= 1 / 10th of
total issued share capital subject to condition that all calls have
been paid up. Or In case of Co. having not share capital 1 / 5th
of total membership.
-: Investor Relation (IR) :-
1) Encourage the whole board to get involved;
2) Explain investors the dynamics of your market;
3) Meet your performance target;
4) Attract more analyst coverage;
5) Provide a regular flow of information;
6) Target those investors who matter the most;
7) Hold a roadshow; and
8) Build social media into investor relations programmes.
like: Facebook, put Co’s profile on Facebook, LinkedIn and
Why a Company must look after this relationship ?
In very need of finance, public is only the source at first consider by a
Company So, we have to ensure such investor community remain healthy
i.e., increasing in value and in strong relationship.
So, it is imperative to look and take care of this, there are eight ways for
improvement……As below:-
Serious Fraud Investigation Office (Office)
Statutory status has been provided to SFIO by specifying the new sections
211, 212 of the act, 2011 .
SFIO shall have powers to arrest, u/s 212 (8), in respect of certain offences
stated in the act attracting the punishment for fraud.
What SFIO shall comprise ?
u/s 211(2) It shall be headed by Director, who shall be not below the grade of
joint secy. to the Government of India having knowledge and experience in
confronting the matters concerning to corporate affairs, and consist the such
number of experts appointed by Central Government possessing the ability of
and expertise in following areas:-
banking, corporate affairs,
taxation, forensic audit, capital market,
information technology, law .
Every person arrested u/s 212(6) shall be presented before the Judicial /
Metropolitan Magistrate with in clear 24 hours
Central Government is of opinion may order for investigation of the affairs of the
company on relying upon following inputs :-
On Court’s / NCLT ‘s order
On report by ROC
Suo moto
On intimation by company subject to
SR
Central
Government
210 (1) a
Section 210 (investigation into affairs into the Company) at glance
210 (2)
210 (1) c
210 (1) b
Section 210 (3) the Central Government may appoint one or more
persons as inspectors for the investigation the affairs of the company
under this section
In addition to Audit & Shareholders Investor Grievance Committees in every
listed company there should be a committee on :
CSR :- every listed entity shall constitute a committee- which based upon
achieving the criteria- known as “ CSR ” which shall comprise not less than
three executive directors at least 1 / 3rd shall be independent directors. u/s
135(1)
Nomination & Remuneration Committee :- every listed entity and such other
class of Companies as may be prescribed shall constitute a committee termed
as Nomination & Remuneration Committee which shall comprise of at least 3
non executive director at least half of them shall be independent director . u/s
178(1)
Stakeholders Relationship Committee :- every company which comprised of >
1000 shareholders; debenture holders; deposit holders and any other security
holder shall frame a committee said to be as SR committee which shall headed
by chairperson, who shall be non executive director, and such other number of
members which appointed by board of directors.
Corporate Social Responsibility;
Stakeholders Relationship Committee and
Nomination & Remuneration Committee .
New committees
Schedules
in Companies act, 2013
New Existing
MOA & AOA of the Company
(sch. I)
Useful lives to Compute
Depreciation (sch. II)
Preparation of final Accounts
(sch. III)
MD/ WTD appointment
(sch. V)
Projects or activities included
under the term ‘infrastructural
projects or facilities’ (sch. VI)
Code of Conduct for independent
Directors (sch. IV)
Activities which may be included by
the Companies in their Corporate
Social Responsibility Policies (sch. VII)
New Schedules at glance
Part I :- Guidelines of professional conduct;
Part II :- Role and functions;
Part III:- Duties;
Part IV:- Manner of appointment;
Part V:- Reappointment;
Part VI:- Resignation / Removal;
Part VII:- Separate meetings;
Part VIII: Evaluation mechanism.
Schedule IV Schedule VII
Eradicating extreme hunger and
poverty;
promotion of education;
promoting gender diversity;
Promoting gender morale;
Combating HIV, malaria and
other diseases;
Ensuring environment safety
and sustainability
To pursue social friendly
projects;
Contribution to fund set up by
CG / SG for :-
socio economic development
welfare of the SC / OBC /
women / minorities.
Activity which may form part of the
CSR policies of Cos.
Maximum strength laid down is 15 and a company may by passing special
resolution exceed its Board of Directors beyond 15 .
Prescribed class of companies is require to appoint one women director on the
governing board (there is already women director, Ms. Pallavi Shroff, on
governing Board of MSIL.
Every listed entity shall comprised with 1 / 3rd independent directors of its
board of directors.
Independent director covered u/s 149(5) r/w schedule IV.
tenure of independent director does not exceed 5 consecutive years and same
director can re-appoint after passing SR for another five years but if a company
want to go with same independent director on its governing board even after such
2 consecutive of five year then that company may do such only after expiration of
three years of such 10 years i.e. cooling period of 3 years shall be exist after 10
years.
Independent director shall at first meeting of the board, in which he is
participated, and thereafter at first meeting of such board meeting convene in
every financial year or whenever there is change in circumstances which may
affect his independency give its declaration to that effect.
There shall be a director on its governing board who resident, stayed at least for
182 days, in India preceding calendar year u/s 149 (2) .
u/s 161, appointment of additional / alternate / nominee director .
1) AOA of company may confer powers upon Board of Directors to appoint
additional director other than that who not succeeded in appointment as director
in general meeting who shall hold office up to the conclusion of next AGM from
conclusion of Ist AGM.
2) A company may appoint alternate director, if authorized by AOA , or even a
company may by passing of resolution in general meeting go for same which
shall take charge only when original director, in whose place he is appointed,
remain absent for a period >= 3 months from India.
whether a company can appoint alternate director to independent director ?
proviso to 161 (2) unless that person also eligible for designation of independent
director, a company cannot give him charge of alternate to independent director.
3) A company can appoint, only subject to AOA, any person as a director nominated
by institution / CG / SG or any other authority on its governing Board .
u/s 169, A company can remove director by passing ordinary resolution on being
specific notice given in writing at its registered office by
Director appointed by NCLT shall not be subject to section 169 i.e. Removal of
Director. and NCLT having power of such removal u/s 242 (2)(h) .
Where company go with section 163, principal of proportional representation,
then that company can not resort section 169 i.e. removal of director
section 163:- Company’s AOA may provide for appointment of 2 / 3rd of the total
numbers of directors by exercising principle of proportional representation by single
transferrable vote or by single cumulative voting/ otherwise and such principle is
open for once in every three years.
section 168 is about resignation of director, a director can resign from his
directorship after given notice to that effect to the company and shall also file a
return with statement carrying the reason for such resignation <=30 days to
concerned ROC . (MS Banga has retired from his office w.e.f. 26.10.2012)
in case company having share capital:- member or members
exercising 1 / 10th of the voting rights or holding shares on
which >=5 lac has been paid
in case company having no share capital:- by member /
members exercising 1 / 10th of total voting rights
What is independent director?
Who provides independent judgment, instill professional discipline, posses integrity,
monitor and ensure compliances and maintain the interest of the shareholders
Qualification for independent director u/s 149 (5)(e) ?
Not holds together with his relatives more than >= 2% of the voting rights of the
company u/s 149(5)(e)(iii) .
Neither himself or with his relative holds or held the designation of KMP or is or had
been an employee of holding / subsy (ies) / associate in any of the three preceding
financial year u/s 149 (5)(e)(i) .
who had not any pecuniary relationship with subsy(ies)/ holding/ promoters/
directors/ associate in any 2 preceding financial year or current year 149(5)©
None of whose relatives has or had pecuniary transaction with holding / subsy (ies)/
associate/ directors/ their promoters amounting to >= 2% of the income/ gross
turnover or 50 lac or higher amount which ever is lower u/s 149 (5)(d) .
Who neither himself nor his relatives appointed as CEO / director (by whatever
name called) of any organization for non profit and that organization received the <
25% of its total receipts from any company i.e. if received >= 25% of its receipt from
any company then said director, appointed as independent director, not said to be as
independent director u/s 149(5)(e)(iv) .
Board meeting as per Companies act 2013
u/s 173: Meetings of Board
As per section 173 of the Companies Act 2013 every Company has require to
conduct its first BM <= 30 days from the date of its incorporation besides this there
shall be minimum four meeting in every year (calendar / financial ?) and there shall
be maximum one twenty days gap b/w two BM
A meeting of the board shall be called by giving a notice of not less than seven
days (whether clear ?) of the meeting at all the address of directors registered with
Company either in hand writing/ post/ electronic means [173(3)]
The Company may convene its BM by serving a shorter notice subject to that one
independent director, if any, shall present in the BM. [proviso to 173(3)]
If in BM , convene on shorter notice ,
A director may participate in the meeting through audio visual means / video
conferencing/ in person, as may be prescribed, capable of recording the proceeding
[173 (2)]
The central government may by notification prescribed the matters which is not to
be transact with in meeting through video conferencing or audio visual means
[proviso to 173(2)]
MiscellaneousIssuing of bonus shares u/s 63 (yet to be notify)
Source of such issue: Free reserve other than revaluation; Securities.
Premium; and capital redemption reserve after in compliances with
following conditions :
i) Issuing of such shares shall be covered in AOA;
ii) Same has passed in general meeting on the recommendation of the
board (what is recommendation)
iii) All the partly paid up shares , if , outstanding as on date of allotment of
bonus shares shall be fully paid up;
iv) The Company has not made any default towards employees dues like
contribution to provident fund , gratuity fund etc.;
v) The company has not defaulted w.r.t. payment of interest on FD or
principal or debt secs. Issued by it;
vi) Such other conditions as may be prescribed
Can a Company issue bonus shares as a replacement for dividend ?
No, 63 (3)
1. Punishment for Frauds u/s 447.
Every person , without prejudice to other liability, found guilty of fraud committed
fraud shall be liable for imprisonment not less than of 6 months which may
extend to 10 years and amount involved in fraud which may extend to 3 times of
such amount
If such fraud prejudicial to public interest then imprisonment shall not be less
than 3 years (proviso ).
2. Punishment for false statements u/s 448 (notified)
If any return, prospectus, financial statement, certificate , report & other
document carry the omission or containing the false statement which false in
nature than company otherwise provided in that section to which such offence
relate shall be subject to charges frame u/s 447.
3. Punishment where no specific penalty / punishment is else where provided u/s
450 (notified)
10000 and / or 1000 for every day after the first day of such contravention
continues
Can a Co. withdraw issue of bonus if once recommended by board ?
No (rule 4.12)
4. Punishment in case repeated default u/s 451
what is repeated default ?
same kind of offence , which subject to charges of imprisonment or with fine also,
committed on part of company / officer <= 3 years of previous occurrence of such
offence then such offence termed as repeated default.
penalty : twice the amount of fine laid in that section and imprisonment which
provided in that offence Non disclosure of information in certain cases u/s 457
5. Dissolution of CLB & consequential provisions u/s 466
6. Power of court to grant relief in certain cases u/s 463
7. Dormant Company, u/s 455 , means inactive Company which has not does any
significant accounting transaction or any operation in consecutively 2 F.Y. , such
Company may apply for this status and then ROC will issue a certificate to that
effect.
ROC may on suomoto give a notice to Company (ies) not filed financial statements
or annual returns for two consecutively 2 F.Y.
8. Punishment for false evidence u/s 449.
10 lac and 3 years – 7 years.
Compounding (not notified yet) of offences under new legislation
Q:- what offences eligible for compounding ?
Ans:- u/s 441, notwithstanding anything contained in Cr PC, 1973, any offences
which is subject to fine only shall be eligible for compounding either
committed by company / officer u/s 441 (1)
Q:- when same type of offence shall be eligible for compounding?
Ans:-u/s 441 (2) , if same kind of offence committed by any company / officers
after the expiry of 3 years of such date, when such offence was committed,
shall be treated as fresh offence so shall be eligible for same.
Q:- what is competent authority for compounding ?
Ans u/s 441 (1) (a & b )
Q- when can offender (company / officer) apply for compounding ?
Ans;- A company/ Person may apply for compounding either before institution
or after institution of prosecution by giving a intimation to that effect by filling an
application with in 7 days from the date when such offence is so compounded.
who shall forwarded the same before competent authority with its comments.
NCLT / if amount of fine not more than 5 lac then Regional director or
any other person appointed by Central Government.
Q-which type of offence require previous sanction of special court (fast tract
court) for amicably settlement under this act ?
Ans:- u/s 441 (6) (a & b) , Notwithstanding anything contained in Cr. PC,
1973, offences which involve the following charges shall require previous
sanction of fast track court :
imprisonment / fine;
imprisonment / fine / both; or
Q:- which offences totally debar from compounding ?
Ans- u/s 441 (6) (b), which involve the charges of imprisonment and fine also or
imprisonment only .
Q:- procedure of compounding ?
Ans – u/s 3 (a & b)
ROCCompetent Auth.
(NCLT/ RD)
Co /
officer
Application carrying
Intimation
<=7 days from
such date when
such offence is
committed
Who shall
forwarded the
same along with
its comments to
Q- what shall be the effect of application filled u/s 441(3)(a)
Ans- u/s 441 (3) (C) termination of prosecution resorted by ROC / shareholder /
central government ,where such compounding brought by ROC in writing before
court where prosecution is pending against offender in relation to which such
compounding is relate. or no such prosecution shall be taken in any other case .
Q:- Difference between consent mechanism / compounding mechanism ?
Ans:- Consent mechanism refers to settlement of a case dealing with alleged
flouting of securities laws without the individual or company involved admitting or
denying guilt. The alleged party gets absolved of the charges by paying a mutually
agreed penalty to the SEBI
Consent order guidelines
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1291879532674.pdf
Frequently Asked Questions (FAQs) on consent & compounding mechanism
http://www.sebi.gov.in/faq/consentord-faq.pdf
Sebi comes out with new rules on consent orders
http://economictimes.indiatimes.com/articleshow/13492975.cms?prtpage=1
Sebi alters consent order mechanism norms; warns cos of stern action
http://articles.economictimes.indiatimes.com/2013-01-09/news/36237835_1_consent-
mechanism-market-misconduct-sebi-today
SEBI alters consent mechanism norms
http://www.moneylife.in/article/sebi-alters-consent-mechanism-norms/30653.html
Economic times articles on New legislation :
Corporate restructuring facilitated:
http://economictimes.indiatimes.com/opinion/guest-writer/corporate-restructuring-
facilitated/articleshow/17947788.cms
New Companies act to bestow more discretionary powers on government
http://economictimes.indiatimes.com/news/economy/policy/New-Companies-act-to-bestow-more-
discretionary-powers-on-government/articleshow/17933076.cms
Corporate governance: How new rules will change Indian companies
http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/Corporate-governance-
How-new-rules-will-change-Indian-companies/articleshow/17932862.cms
Don't treat CSR as an additional tax: Govt to companies
http://economictimes.indiatimes.com/news/economy/policy/dont-treat-csr-as-an-additional-tax-govt-to-
companies/articleshow/17855335.cms
SFIO to get more powers, act as deterrent to frauds: Sachin Pilot
http://economictimes.indiatimes.com/news/economy/policy/sfio-to-get-more-powers-act-as-deterrent-to-
frauds-sachin-pilot/articleshow/17910958.cms
New intelligence unit to detect corporate frauds: Sachin Pilot
http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/new-intelligence-unit-to-
detect-corporate-frauds-sachin-pilot/articleshow/17818050.cms
Satyam made us smarter; auditors can't get cosy with management: MCA Sachin Pilot
http://economictimes.indiatimes.com/news/news-by-industry/banking/finance/satyam-made-us-smarter-auditors-
cant-get-cosy-with-management-mca-sachin-pilot/articleshow/17755007.cms
Disclose CEO pay in perspective of staff salaries: Govt to companies
http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/disclose-ceo-pay-in-perspective-
of-staff-salaries-govt-to-companies/articleshow/17767868.cms
SFIO asked to probe fraud by 83 companies since 2008: Sachin Pilot
http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/sfio-asked-to-probe-fraud-by-83-
companies-since-2008-sachin-pilot/articleshow/17599206.cms
Over 100 cases of suspected frauds to overflow to 2013
http://economictimes.indiatimes.com/news/politics-and-nation/over-100-cases-of-suspected-frauds-to-overflow-
to-2013/articleshow/17704744.cms
Highlights of Companies act, 2011
http://economictimes.indiatimes.com/article show/17712030.cms
How India Inc can make their CSR spends count
http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/how-india-inc-can-make-their-
csr-spends-count/articleshow/17865338.cms
Companies give employees a nudge for corporate social responsibility
http://economictimes.indiatimes.com/news/news-by-industry/jobs/companies-give-employees-a-nudge-for-
corporate-social-responsibility/articleshow/17975936.cms
Companies act made easy in 10 steps
http://www.business-standard.com/india/news/nvidia-iit-delhi-tie-up-to-build-supercomputer/200042/on
