Monday, June 25, 2012

Company Bill Analysis

 
Company Bill Analysis
By: CS Swati Dodhi :

REGISTERED OFFICE

After incorporation, within 15 days company has to decide about their registered office capable of acknowledging or receiving all communications.
The company shall furnish to the registrar verification of its registered office within 30 days of its incorporation
COPIES OF MOA AND AOA ETC TO ITS MEMBERS

Within 7 days of the request from the members, the company has to send copy of the each document i.e MOA, AOA, or every agreement or every resolution as mentioned in sub section (1) of section 11
Default shall be liable for each default , to a penalty of one thousand rupees for each day during which default continues or one lakh rupees, whichever is less
DEMAT OF SECURITIES FOR PUBLIC OFFER

As per companies bill clause 29 provides that every company making public offer or every other class or classes of public companies as may be prescribed shall issue only dematerialized form
Any other company may convert its securities in demat form ( voluntarily as per the provision of companies act and depositories act, 1996)
APPLICATION FORM FOR IPO

Application forms shall accompany abridged prospectus as per sub clause 1 of clause 33 of company's bill 2011.
MIS STATEMENTS IN PROSPECTUS

Where a prospectus, issued, circulated or distributed under this Chapter, includes any statement which is untrue or misleading in form or context in which it is included or where any inclusion or omission of any matter is likely to mislead, every person who authorizes the issue of such prospectus shall be liable under section 447
SECRETARIAL AUDIT

— 204. (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.

— (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.

— (3) The Board of Directors, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).

— (4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

GLOBAL DEPOSITORY RECEIPT

— As per clause 41 of companies bill, every company after passing special resolution in its general meeting issue depository receipt in any foreign country in such manner subject such terms and conditions as may be prescribed.
The government will come out rules for the same in future.
EQUITY SHARE CAPITAL

Two kinds of equity share capital
With voting rights
With differential rights as to dividend or voting rights or otherwise in accordance with rules as may be prescribed clause 43 (a)
NATURE OF SHARES OR DEBENTURES

The shares or debentures or other interest of any member in a company shall be movable property transferable in the manner provided by the articles of the company. CLAUSE 44
— COMMENTS: WE SHOULD SPECIFICALLY TO PROVIDE IN THE ARTICLES OF ASSOCIATION ABOUT TRANSFERABILITY

CERTIFICATE OF SHARES

Certificate issued by a company affix its common seal specifying no of shares held by a member is prima facie evidence of the title of the person to such shares
DUPLICATE SHARE CERTIFICATE

Clause 46 (2) provides that duplicate share certificate can be issue for the following reasons
(a) Is proved to have been lost or destroyed; or

(b) Has been defaced, mutilated or torn and is surrendered to the company

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