Small shareholders’ director - Will it be a reality? - Dr S. Chandrasekaran - Article published in Business Advisor, dated April 25, 2015 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
The document summarizes key highlights of the Companies Act 2013 in India. It outlines major changes introduced through the new act, including allowing one person companies, increasing limits on number of members and directors, mandatory corporate social responsibility requirements, audit rotations, and emphasis on self-regulation with reduced government approvals. The act aims to update outdated provisions and enhance corporate governance.
Companies Act, 1956 And Companies Bill, 2012Manu Patra
The document provides a comparative analysis of key aspects of the Companies Act of 1956 and the proposed Companies Bill of 2012. Some of the major changes introduced in the Bill include more comprehensive definitions, concepts of one person company and small companies, duties and roles of directors, provisions around independent directors, corporate social responsibility, e-governance, auditor accountability, and protection for minority shareholders. New concepts like serious fraud investigation office, cross-border mergers, and uniform financial year are also introduced.
The document discusses whether a Portuguese man aged 75, named Jose, can be appointed as a director to replace Arsene on the board of PQR Sdn Bhd. It analyzes that Jose cannot be one of the first two directors as he is non-resident, but he could be appointed as an additional director if Alex and Rafael are resident directors. It also determines that, as PQR Sdn Bhd is a private company, Jose's age of 75 does not prevent him from being a director under the relevant laws.
This document discusses non-profit companies registered under Section 8 of the Indian Companies Act. It defines a Section 8 company as a non-profit organization registered to promote arts, science, commerce, sports, education, research, social welfare, religion, or other charitable purposes. Key features mentioned include limited liability status, exemption from minimum capital requirements, and tax deductions for donors. The document outlines the steps for registering a Section 8 company, including minimum director and shareholder requirements, name approval, memorandum and articles of association filing, and registration fees. It also discusses grounds for revoking a Section 8 company's charter and associated penalties.
Companies Act, 2013 – certain privileges of private companies withdrawnD Murali ☆
The Companies Act, 2013 – Certain privileges of private companies withdrawn - by Dr S. Chandrasekaran
(Published in Business Advisor dated September 25, 2013)
This document summarizes the key rights of shareholders and members in Malaysian corporate law. It discusses the differences between shareholders and members, the importance of registration in the register of members, and the rights and liabilities that come with shareholder and member status. It also outlines various classes of shares like preference shares and their associated rights, as well as shareholders' pre-emptive rights and how share dilution can occur. The document concludes by discussing how class rights can be varied and the process for objecting to such variations.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The document provides an overview of key changes introduced in the Companies Act 2013 as compared to the previous Companies Act 1956. Some of the major changes highlighted include:
1. The Act has been reorganized into 29 chapters compared to 13 parts under the previous act. The number of sections has been reduced from 658 to 470.
2. New concepts such as one person companies, registered valuers, and national company law tribunal have been introduced.
3. Requirements around incorporation such as minimum and maximum number of members for private companies, and commencement of business have been modified.
4. Key managerial personnel has been defined to include whole-time director, CEO, company secretary and C
The document summarizes key highlights of the Companies Act 2013 in India. It outlines major changes introduced through the new act, including allowing one person companies, increasing limits on number of members and directors, mandatory corporate social responsibility requirements, audit rotations, and emphasis on self-regulation with reduced government approvals. The act aims to update outdated provisions and enhance corporate governance.
Companies Act, 1956 And Companies Bill, 2012Manu Patra
The document provides a comparative analysis of key aspects of the Companies Act of 1956 and the proposed Companies Bill of 2012. Some of the major changes introduced in the Bill include more comprehensive definitions, concepts of one person company and small companies, duties and roles of directors, provisions around independent directors, corporate social responsibility, e-governance, auditor accountability, and protection for minority shareholders. New concepts like serious fraud investigation office, cross-border mergers, and uniform financial year are also introduced.
The document discusses whether a Portuguese man aged 75, named Jose, can be appointed as a director to replace Arsene on the board of PQR Sdn Bhd. It analyzes that Jose cannot be one of the first two directors as he is non-resident, but he could be appointed as an additional director if Alex and Rafael are resident directors. It also determines that, as PQR Sdn Bhd is a private company, Jose's age of 75 does not prevent him from being a director under the relevant laws.
This document discusses non-profit companies registered under Section 8 of the Indian Companies Act. It defines a Section 8 company as a non-profit organization registered to promote arts, science, commerce, sports, education, research, social welfare, religion, or other charitable purposes. Key features mentioned include limited liability status, exemption from minimum capital requirements, and tax deductions for donors. The document outlines the steps for registering a Section 8 company, including minimum director and shareholder requirements, name approval, memorandum and articles of association filing, and registration fees. It also discusses grounds for revoking a Section 8 company's charter and associated penalties.
Companies Act, 2013 – certain privileges of private companies withdrawnD Murali ☆
The Companies Act, 2013 – Certain privileges of private companies withdrawn - by Dr S. Chandrasekaran
(Published in Business Advisor dated September 25, 2013)
This document summarizes the key rights of shareholders and members in Malaysian corporate law. It discusses the differences between shareholders and members, the importance of registration in the register of members, and the rights and liabilities that come with shareholder and member status. It also outlines various classes of shares like preference shares and their associated rights, as well as shareholders' pre-emptive rights and how share dilution can occur. The document concludes by discussing how class rights can be varied and the process for objecting to such variations.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The document provides an overview of key changes introduced in the Companies Act 2013 as compared to the previous Companies Act 1956. Some of the major changes highlighted include:
1. The Act has been reorganized into 29 chapters compared to 13 parts under the previous act. The number of sections has been reduced from 658 to 470.
2. New concepts such as one person companies, registered valuers, and national company law tribunal have been introduced.
3. Requirements around incorporation such as minimum and maximum number of members for private companies, and commencement of business have been modified.
4. Key managerial personnel has been defined to include whole-time director, CEO, company secretary and C
The document discusses key provisions in the Memorandum of Association (MoA) of Infosys Limited, including:
1. The name clause states the name as "Infosys Limited".
2. The registered office clause states that the registered office is located in Karnataka.
3. The object clause allows Infosys to undertake a wide range of business activities, from providing commercial and technological services to research.
The document provides details on other clauses such as capital, association, and directors. It explains the importance of the object clause in defining the scope of a company's operations and protecting shareholders.
BY ZALEHA ZAIN AND PARTNER.
COMPANIES
CONTENTS
Types of Companies
Differences between Companies and Partnerships
Advantages of Companies over Partnerships
TYPES OF COMPANIES
Companies in Malaysia are classified according to:
(i) liability or
(ii) private or public status
BY LIABILITY
S.14 (2) Companies Act 1965 (CA) – a company may be:
A company limited by shares;
A company limited by guarantee;
A company limited by shares and guarantee;
An unlimited (liability) company.
FOREIGN COMPANY
S.4(1): ‘Where the company, or corporation, society, association or other body incorporated outside Malaysia, but which carries on business in Malaysia..‘
It is wholly or majority owned (measured in % of shares held) by non-Malaysians.
Such company has to lodge certain documents as laid down in S.332(1) CA 1965 and pay the appropriate fees before commencing the business in Malaysia.
A foreign company registered under the “Companies Act” 1965 has the power to hold immovable property in Malaysia.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
The memorandum of association is one of the most important documents required to incorporate a company. It outlines the fundamental rules and conditions under which the company will operate. The memorandum informs shareholders, creditors, and those dealing with the company about its permitted business activities and the capital available to conduct those activities. It regulates the company's external affairs. Tata Communications Ltd was established to take over the overseas communications service of the Indian Department of Telecommunications. As outlined in its memorandum of association, Tata Communications' main objectives are to plan, establish, develop, provide, operate and maintain international telecommunication networks and services. It also aims to provide related services like telecom consulting. The memorandum limits member liability and sets the initial authorized share capital of
The document discusses various requirements and formalities related to the appointment of directors and managing directors in companies under the Companies Act. It provides information on obtaining details from directors, differences between private and public companies, restrictions on loans and remuneration to directors, and requirements regarding appointment of managing directors and other managerial personnel.
The document discusses the duties and liabilities of directors under the Companies Act 2013 in India. It defines what constitutes a director and outlines the key duties directors have, including fiduciary duties to act in good faith and in the best interests of the company. Directors must avoid conflicts of interest, not accept unauthorized benefits, and exercise care, skill and diligence. The duties are owed to the company. Breach of duties can result in criminal liability or civil liability for officers deemed to be "in default."
Comparison of the old & new company lawSaugata Palit
This is a presentation on the comparison of the old and new company law. The presentation involves all the aspects as well as regulatory. Although a few points may be missing.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
This document summarizes key changes between the Companies Act, 1956 and the new Companies Act, 2013. Some major changes include:
- Increased accountability of directors and KMPs with new roles, duties and penalties.
- Tighter regulations around acceptance of deposits and loans. Companies need to repay existing deposits by March 2015.
- Mandatory consolidation of financial statements of subsidiaries.
- Introduction of new terms like one person company, small company, dormant company etc.
- Increased compliance requirements around maintenance of registers, annual returns and board processes.
- Replacement of jurisdiction of high courts with National Company Law Tribunal.
The document provides an overview of key concepts related to companies under the Companies Act 2013 in India. It defines a company and its key characteristics such as separate legal entity, perpetual succession, and common seal. It outlines different types of companies and how they are formed, including requirements for the memorandum and articles of association. It also discusses prospectuses, shares and share capital, allotment of shares, members' rights and duties, types of company meetings, and winding up of companies.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
Appointment and Qualification of directors along with relevant rules.Dipendra Prasad Poudel
In this presentation you can find the provisions regarding appointment of directors and their qualifications as per companies act 2013 and relevant rules of Appointment and qualification of directors rules. Due care has been taken to make presentation simple and attractive. Any suggestions, feedback and queries are openly accepted.
The document summarizes key changes introduced in the Companies Bill 2013 as compared to the existing Companies Act 1956. Some important changes include increasing the maximum number of directors and directorships allowed, introducing provisions for one person companies, CSR requirements for large companies, mandatory appointment of women directors and independent directors, tightened disclosure requirements, and making secretarial standards statutory. The bill aims to facilitate ease of doing business while strengthening corporate governance.
Position, power and duty of Director under Companies Act,2013Saurabh Agarwal
This document provides an overview of the position, powers, and duties of directors under the Companies Act 2013 in India. It discusses key topics such as the definition of a director, composition of the board of directors, appointment of directors including independent directors, the position of directors as agents and trustees, duties of directors, liability of directors, and powers of the board of directors. The duties of directors include acting in good faith, exercising independent judgment, avoiding conflicts of interest, and prioritizing the interests of the company and stakeholders over personal interests. Directors can be held jointly or individually liable for acts prejudicial to the company's interests, such as tax liabilities or fraudulent business conduct. The board has powers to make calls on shareholders,
The document provides a backgrounder on the key highlights of the Companies Act, 2013. Some of the major changes introduced include:
- Definition of new terms like associate company, dormant company, foreign company, independent director, etc.
- Introduction of concepts like One Person Company, small companies with relaxed compliance.
- Faster registration process with e-governance features.
- Stricter disclosure norms for prospectus and allotment of securities.
- Provisions for reduction of share capital and redemption of preference shares.
- Enhanced role of e-governance for various company processes.
- Changes in board composition with limits on minimum and maximum number of directors.
This document discusses types of shares that can be issued by companies. It begins by explaining that shares represent ownership in a company and provide shareholders with certain rights. There are generally two main types of shares: ordinary shares and preference shares. Preference shares have preferential rights over ordinary shares, such as priority in dividend payments. There are several types of preference shares including cumulative preference shares, non-cumulative preference shares, redeemable preference shares, and participating preference shares. The document provides examples and definitions of these different types of preference shares and their characteristics.
The document discusses various exemptions provided to private companies through a notification issued by the Ministry of Corporate Affairs on June 5, 2015. Some of the key exemptions for private companies include exemption from sections 43 & 47 relating to share capital, exemption from section 188(1) relating to related party transactions, reduced timelines for right issues, ability to purchase own shares subject to conditions, liberalized rules for accepting deposits from shareholders, and exemption from filing certain board resolutions with the registrar of companies. The notification aims to reduce compliance requirements for private companies to make them more efficient.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
The document compares the requirements for independent directors under Section 149 of the Companies Act of 2013 and Clause 49 of the Listing Agreement introduced by the Securities and Exchange Board of India (SEBI). There are some differences in applicability, board composition requirements, qualifications for independent directors, remuneration rules, filling vacancies, tenure limits, maximum directorships allowed, letter of appointment details, training requirements, and codes of conduct. The conclusion calls for uniformity between the two regulatory authorities on the appointment of independent directors for listed companies.
The document discusses various aspects related to directors of a company under Indian law. It defines a director and outlines the minimum and maximum number of directors a company can have. It discusses the types of directors like independent, nominee, and alternate directors. It covers the appointment, tenure, duties, and removal of directors. The key ways directors can be appointed include by shareholders, board of directors, third parties, and the central government.
The document discusses key provisions in the Memorandum of Association (MoA) of Infosys Limited, including:
1. The name clause states the name as "Infosys Limited".
2. The registered office clause states that the registered office is located in Karnataka.
3. The object clause allows Infosys to undertake a wide range of business activities, from providing commercial and technological services to research.
The document provides details on other clauses such as capital, association, and directors. It explains the importance of the object clause in defining the scope of a company's operations and protecting shareholders.
BY ZALEHA ZAIN AND PARTNER.
COMPANIES
CONTENTS
Types of Companies
Differences between Companies and Partnerships
Advantages of Companies over Partnerships
TYPES OF COMPANIES
Companies in Malaysia are classified according to:
(i) liability or
(ii) private or public status
BY LIABILITY
S.14 (2) Companies Act 1965 (CA) – a company may be:
A company limited by shares;
A company limited by guarantee;
A company limited by shares and guarantee;
An unlimited (liability) company.
FOREIGN COMPANY
S.4(1): ‘Where the company, or corporation, society, association or other body incorporated outside Malaysia, but which carries on business in Malaysia..‘
It is wholly or majority owned (measured in % of shares held) by non-Malaysians.
Such company has to lodge certain documents as laid down in S.332(1) CA 1965 and pay the appropriate fees before commencing the business in Malaysia.
A foreign company registered under the “Companies Act” 1965 has the power to hold immovable property in Malaysia.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
The memorandum of association is one of the most important documents required to incorporate a company. It outlines the fundamental rules and conditions under which the company will operate. The memorandum informs shareholders, creditors, and those dealing with the company about its permitted business activities and the capital available to conduct those activities. It regulates the company's external affairs. Tata Communications Ltd was established to take over the overseas communications service of the Indian Department of Telecommunications. As outlined in its memorandum of association, Tata Communications' main objectives are to plan, establish, develop, provide, operate and maintain international telecommunication networks and services. It also aims to provide related services like telecom consulting. The memorandum limits member liability and sets the initial authorized share capital of
The document discusses various requirements and formalities related to the appointment of directors and managing directors in companies under the Companies Act. It provides information on obtaining details from directors, differences between private and public companies, restrictions on loans and remuneration to directors, and requirements regarding appointment of managing directors and other managerial personnel.
The document discusses the duties and liabilities of directors under the Companies Act 2013 in India. It defines what constitutes a director and outlines the key duties directors have, including fiduciary duties to act in good faith and in the best interests of the company. Directors must avoid conflicts of interest, not accept unauthorized benefits, and exercise care, skill and diligence. The duties are owed to the company. Breach of duties can result in criminal liability or civil liability for officers deemed to be "in default."
Comparison of the old & new company lawSaugata Palit
This is a presentation on the comparison of the old and new company law. The presentation involves all the aspects as well as regulatory. Although a few points may be missing.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
This document summarizes key changes between the Companies Act, 1956 and the new Companies Act, 2013. Some major changes include:
- Increased accountability of directors and KMPs with new roles, duties and penalties.
- Tighter regulations around acceptance of deposits and loans. Companies need to repay existing deposits by March 2015.
- Mandatory consolidation of financial statements of subsidiaries.
- Introduction of new terms like one person company, small company, dormant company etc.
- Increased compliance requirements around maintenance of registers, annual returns and board processes.
- Replacement of jurisdiction of high courts with National Company Law Tribunal.
The document provides an overview of key concepts related to companies under the Companies Act 2013 in India. It defines a company and its key characteristics such as separate legal entity, perpetual succession, and common seal. It outlines different types of companies and how they are formed, including requirements for the memorandum and articles of association. It also discusses prospectuses, shares and share capital, allotment of shares, members' rights and duties, types of company meetings, and winding up of companies.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
Appointment and Qualification of directors along with relevant rules.Dipendra Prasad Poudel
In this presentation you can find the provisions regarding appointment of directors and their qualifications as per companies act 2013 and relevant rules of Appointment and qualification of directors rules. Due care has been taken to make presentation simple and attractive. Any suggestions, feedback and queries are openly accepted.
The document summarizes key changes introduced in the Companies Bill 2013 as compared to the existing Companies Act 1956. Some important changes include increasing the maximum number of directors and directorships allowed, introducing provisions for one person companies, CSR requirements for large companies, mandatory appointment of women directors and independent directors, tightened disclosure requirements, and making secretarial standards statutory. The bill aims to facilitate ease of doing business while strengthening corporate governance.
Position, power and duty of Director under Companies Act,2013Saurabh Agarwal
This document provides an overview of the position, powers, and duties of directors under the Companies Act 2013 in India. It discusses key topics such as the definition of a director, composition of the board of directors, appointment of directors including independent directors, the position of directors as agents and trustees, duties of directors, liability of directors, and powers of the board of directors. The duties of directors include acting in good faith, exercising independent judgment, avoiding conflicts of interest, and prioritizing the interests of the company and stakeholders over personal interests. Directors can be held jointly or individually liable for acts prejudicial to the company's interests, such as tax liabilities or fraudulent business conduct. The board has powers to make calls on shareholders,
The document provides a backgrounder on the key highlights of the Companies Act, 2013. Some of the major changes introduced include:
- Definition of new terms like associate company, dormant company, foreign company, independent director, etc.
- Introduction of concepts like One Person Company, small companies with relaxed compliance.
- Faster registration process with e-governance features.
- Stricter disclosure norms for prospectus and allotment of securities.
- Provisions for reduction of share capital and redemption of preference shares.
- Enhanced role of e-governance for various company processes.
- Changes in board composition with limits on minimum and maximum number of directors.
This document discusses types of shares that can be issued by companies. It begins by explaining that shares represent ownership in a company and provide shareholders with certain rights. There are generally two main types of shares: ordinary shares and preference shares. Preference shares have preferential rights over ordinary shares, such as priority in dividend payments. There are several types of preference shares including cumulative preference shares, non-cumulative preference shares, redeemable preference shares, and participating preference shares. The document provides examples and definitions of these different types of preference shares and their characteristics.
The document discusses various exemptions provided to private companies through a notification issued by the Ministry of Corporate Affairs on June 5, 2015. Some of the key exemptions for private companies include exemption from sections 43 & 47 relating to share capital, exemption from section 188(1) relating to related party transactions, reduced timelines for right issues, ability to purchase own shares subject to conditions, liberalized rules for accepting deposits from shareholders, and exemption from filing certain board resolutions with the registrar of companies. The notification aims to reduce compliance requirements for private companies to make them more efficient.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
The document compares the requirements for independent directors under Section 149 of the Companies Act of 2013 and Clause 49 of the Listing Agreement introduced by the Securities and Exchange Board of India (SEBI). There are some differences in applicability, board composition requirements, qualifications for independent directors, remuneration rules, filling vacancies, tenure limits, maximum directorships allowed, letter of appointment details, training requirements, and codes of conduct. The conclusion calls for uniformity between the two regulatory authorities on the appointment of independent directors for listed companies.
The document discusses various aspects related to directors of a company under Indian law. It defines a director and outlines the minimum and maximum number of directors a company can have. It discusses the types of directors like independent, nominee, and alternate directors. It covers the appointment, tenure, duties, and removal of directors. The key ways directors can be appointed include by shareholders, board of directors, third parties, and the central government.
Define the term “principal officer” in the Companies Act - Dr S. ChandrasekaranD Murali ☆
Define the term “principal officer” in the Companies Act - Dr S. Chandrasekaran - Article published in Business Advisor, dated February 25, 2017 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
The document provides an overview of director roles and responsibilities in South Africa. It defines different types of directors such as executive, non-executive, and independent directors. It outlines appointment procedures for new directors, their duties, and ways directors can leave a board such as retirement, resignation, removal by shareholders, or becoming disqualified. Removal of a director by shareholders requires a special notice and resolution process as defined in the Companies Act.
The Company Act of India : Articles and MemorandumsAkash Jauhari
The document provides an overview of the Memorandum of Association and Articles of Association under the Company Act of 1956 in India. It defines key clauses that must be included in the Memorandum of Association, such as the name, registered office, capital, liability, and association clauses. It also describes how the Memorandum can be altered. The document then explains the essential constituents of the Articles of Association and provisions that must be included. It concludes by describing the differences between the Memorandum and Articles of Association and the effects they have on members and the company.
The document discusses the key aspects of a Memorandum of Association (MoA) under the Indian Companies Act of 1956. It defines an MoA as the fundamental charter of a company that contains its constitution and objectives. The MoA includes several mandatory clauses like the name, registered office, objectives, capital structure, and liabilities of a company. Any acts beyond the scope of the MoA are considered ultra vires and void. The document also briefly discusses related topics like Articles of Association, prospectus, and liabilities for misstatements in a prospectus.
The document defines a company according to Indian law and outlines some key features:
1) A company is an artificial person created by law with a separate legal entity and perpetual succession.
2) Key features of a company include that it is an artificial person, has separate legal entity, perpetual succession, separate property, common seal, and limited liability.
3) The corporate veil can be lifted by courts to identify individuals responsible for fraud.
The document discusses the key aspects of a company's memorandum of association under the Indian Companies Act of 1956. It defines what a memorandum of association is, its contents including the name, registered office, objects, capital and liability clauses. It explains the meaning and importance of each clause. It also discusses related topics like the doctrine of ultra vires, articles of association, prospectus and membership in a company including rights and duties of members.
The document discusses the position, powers, and duties of directors under the Companies Act of 2013 in India. It begins by explaining what a director is and the qualifications required to become one. It then outlines the duties of directors which include acting in good faith and in the best interests of the company. Directors must exercise reasonable care, skill, and judgment. They cannot involve themselves in situations where their personal interests conflict with the company's interests. The duties aim to encourage prudent management while also ensuring directors prioritize the company's interests over their own. Independent directors make up at least one-third of board members for listed companies and have additional oversight responsibilities.
The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
Asia Counsel Insights Vietnam New Law on EnterprisesMinh Duong
The document summarizes key changes brought by Vietnam's new Law on Enterprises, which will take effect January 1, 2021. Some major changes include expanding the definition of state-owned enterprises, removing certain administrative procedures for businesses, and introducing new rules for multi-member limited liability companies (MLLCs), single-member LLCs (SLLCs), and joint stock companies (JSCs). For MLLCs and SLLCs, the new law allows members' council resolutions to be passed based on assigned voting powers rather than just member counts. It also eases some capital contribution requirements. For JSCs, the law sets new rules regarding independent board members, minority shareholder rights, and preference shareholder voting. It also
This document discusses corporate governance requirements for listed companies in India. It explains that boards must have at least 50% non-executive directors, including a minimum number of independent directors based on whether the chairman is executive or non-executive. Independent directors cannot have any material pecuniary relationships with the company and must meet other independence criteria. It also outlines requirements regarding board meetings, committee membership limits for directors, compliance reporting, replacing independent directors who resign, and having a code of conduct for board members and senior management.
This document discusses corporate governance requirements for listed companies in India. It explains that boards must have at least 50% non-executive directors, including a minimum number of independent directors based on whether the chairman is executive or non-executive. Independent directors cannot have any material pecuniary relationships with the company and must meet other independence criteria. It also outlines requirements regarding board meetings, committee membership limits for directors, compliance reporting, replacing independent directors who resign, and having a code of conduct for board members and senior management.
The document discusses various requirements and formalities related to the appointment of directors and managing directors in companies under the Companies Act. It provides information on obtaining details from directors, differences between private and public companies, restrictions on loans and remuneration to directors, and requirements regarding appointment of managing directors and other managerial personnel.
The document provides an overview of key concepts in Indian company law, including:
1) It summarizes the history and evolution of company law in India from the 1850 Joint Stock Companies Act to the current Companies Act of 1956.
2) It defines key terms like memorandum of association, articles of association, and prospectus, outlining their required contents and purposes.
3) It describes important doctrines like ultra vires and liabilities for misstatements in a prospectus, as well as rights and duties of company members.
This document provides an overview of key concepts in Indian corporate law. It discusses the new Companies Act 2013 and highlights some major changes introduced. It then defines characteristics of a company and outlines different classifications of companies based on incorporation, liability, members, and more. Key company types discussed include private companies, public companies, one person companies, and small companies. The document also compares memorandums of association and articles of association, ordinary and special resolutions, and defines concepts like authorized capital, issued capital, and more.
The document defines directors and boards of directors, and outlines their appointment, qualifications, duties, powers, and liabilities according to company law. Key points include: Directors are appointed by the articles of association to manage company affairs; the board must have at least 3 directors for public companies and 2 for other companies; directors can be appointed through various modes including by shareholders, boards, and government; directors have certain qualifications and duties of care, and are subject to disqualification; boards exercise power derived from articles of association and companies acts.
This document provides an overview of key concepts in Indian corporate law, including:
- The new Companies Act 2013 introduced changes like corporate governance duties for directors and auditing requirements.
- Companies are classified based on incorporation, liability, and number of members (e.g. public, private, one person).
- Different types of companies like limited by shares or guarantee have different rules on member liability.
- The memorandum of association defines a company's basic legal information while the articles of association govern internal rules.
ARTICLES OF TATA CONSULTANCY SERVICE LIMITEDManoj Jaiswal
This document summarizes the key articles of association (AOA) for Tata Consultancy Services Limited (TCS). It outlines that TCS is an Indian IT company founded in 1968 that is a public limited company and subsidiary of Tata Group. It operates in 46 countries with headquarters in Mumbai. The AOA discusses TCS's authorized share capital, regulations around general meetings, roles of the board of directors, requirements for audits and keeping accounts, and procedures for winding up the company.
Similar to Small shareholders’ director - Will it be a reality? - Dr S. Chandrasekaran (20)
The good of all is what is good for oneselfD Murali ☆
May Day post by S. Prabhu in his blog prtraveller
Link: https://prtraveller.blogspot.com/2020/05/d-murali-journalist.html
Ref:
1) A whistleblowing story in SlideShare https://www.slideshare.net/MuraliD1/a-whistleblowing-story-part-1
2) Whistleblowing story - Sequence of mails https://www.slideshare.net/MuraliD1/whistleblowing-story-sequence-of-mails
3) Audiobiography in Soundcloud https://soundcloud.com/muralid/audiobiography-d-murali
4) Be agitated about gender prejudice https://soundcloud.com/muralid/sound-clip-27-be-agitated
5) Demand for apology https://soundcloud.com/muralid/apo
6) Why are you agitated https://soundcloud.com/muralid/why
7) Mylapore Times article by S. Prabhu https://www.slideshare.net/MuraliD1/online-content-useful-for-sanskrit-students
8) This article in SlideShare https://www.slideshare.net/MuraliD1/the-good-of-all-is-what-is-good-for-oneself
9) Mylapore Times article link http://www.mylaporetimes.com/2020/04/senior-journo-posts-online-content-useful-for-sanskrit-students-young-and-old/
10) Tweet in CopyTasterDM handle https://twitter.com/CopyTasterDM/status/1256489049264537601
11) LinkedIn post https://www.linkedin.com/posts/muralide_d-murali-journalist-activity-6661878686062645248-9Zp0/
12) Facebook post https://www.facebook.com/dMurali/posts/10214668257814386
Business Journos Chennai WhatsApp Group infoD Murali ☆
188 participants as on April 29, 2020
Group created on August 19, 2014
Group description:
"Focus: Biz news & events in Chennai. Biz=What's typically in a biz newspaper. Ground rules: NO wishes, jokes, videos, audio, unverified fwds. Cite sources, share yr tweets. Vision: Aim for thoroughness.
A few tips: Be agile, alert, diverse, inclusive, engaging, truthful, empathetic, independent, curious, & human. Steer clear of cash/ vouchers! Ask questions. Seek clarity. Demand accountability. Demystify jargon. Wander to where spotlights don't shine.
-- DM"
Accompanying Twitter handle: @CopyTasterDM - for picking stories to share with the 'Business Journos Chennai' group
(Received from CECRI; CSIR-Council of Scientific & Industrial Research; SERC-Structural Engineering Research Centre; CECRI-Central Electrochemical Research Institute)
CSIR-CECRI-Industrial Conclave - Water treatmentD Murali ☆
CSIR-CECRI-Industrial Conclave - Water treatment
(Received from CECRI; CSIR-Council of Scientific & Industrial Research; SERC-Structural Engineering Research Centre; CECRI-Central Electrochemical Research Institute)
Blog post link: http://bit.ly/2vdIiN1
FICCI Digital Disruption & Transformation Summit DDTS, ELCOT presentation D Murali ☆
'Future of Governance - Transforming the government digitally' - Presentation by Dr Rajendra Kumar, IAS, CMD, ELCOT, in FICCI Digital Disruption & Transformation Summit DDTS
Blog post link: http://bit.ly/2viWgC0
FICCI Digital Disruption & Transformation Summit DDTS agendaD Murali ☆
The document provides an agenda for the Digital Disruption and Transformation Summit 2017 held in Chennai, India. The one-day summit focused on how organizations can survive and thrive during the digital tsunami. The agenda included keynote addresses on disruptive technologies, panel discussions on opportunities in industries undergoing digital transformation, and an exhibition of digital products and services. The summit aimed to help participants understand the skills needed to succeed in the new digital age through discussions on topics such as analytics, automation, cyber security, and digital platforms.
Knight Frank India Real Estate (Jan-June 2017) ReportD Murali ☆
Knight Frank India Real Estate (Jan-June 2017) Report
Knight Frank-17H1
Kanchana Krishnan, Knight Frank on 17H1 January-June 2017 India Real Estate
(Residential, office)
Blog post link: http://bit.ly/2upCz7K
All India and Chennai ppt - India Real Estate (Jan-Jun 2017)D Murali ☆
The document provides an overview of the Indian real estate market in the first half of 2017. Some key findings include:
- Residential launches and sales declined 41% and 11% respectively year-over-year, reaching their lowest levels in the last 5-7 years, due to the impacts of demonetization and new regulations. However, affordable housing saw stronger growth.
- Office transactions declined 10% year-over-year due to industry headwinds facing the major IT/ITeS sector and a supply crunch. Vacancy levels remained low at 12%.
- Specifically in Chennai, the residential market saw marginal recovery with launches and sales up 4-5% year-over-year
Why Government is unfair to Indian Revenue Service officers who strenuously w...D Murali ☆
Why Government is unfair to Indian Revenue Service officers who strenuously work to provide fuel for efficiently running its administration? - T. N. Pandey - Article published in Business Advisor, dated April 25, 2016 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Tweeted on www.twitter.com/BusinessAdvDM #BusinessAdvisorArchives
Supreme Court may kindly consider whether SIT appointed on its order needs to...D Murali ☆
The Supreme Court may consider winding up the Special Investigation Team (SIT) it appointed in 2011 to investigate cases of unaccounted money held abroad by Indians. The SIT was established to oversee investigations into cases like Hassan Ali Khan and Tapurias regarding foreign black money. However, its constitution represented an overreach of the judiciary into the executive's powers over tax matters. Further, a new government is now in power and has established its own agencies like the Multi Agency Group to handle similar cases, creating duplication of efforts. It is argued that the time has come for the Supreme Court to review whether continued supervision of the SIT's work falls within its jurisdiction and whether the SIT should continue functioning as a parallel body
Basic tenets of GST - Dr Sanjiv Agarwal - Article published in Business Advisor, dated May 10, 2016 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Tweeted on www.twitter.com/BusinessAdvDM #BusinessAdvisorArchives
Possibility of set-off of business loss against cash credit/ unexplained inve...D Murali ☆
The document discusses two court cases regarding whether business losses can be set off against income assessed under sections 68-69D of the Income Tax Act, which deal with unexplained investments and expenditures. The Chensing Ventures case allowed set off of losses, while the Kerala Sponge Iron Ltd case did not. The Finance Act of 2016 amended the law to explicitly disallow set off of losses against such incomes. This amendment applies prospectively from assessment year 2017-18. The conclusion is that while clarificatory amendments are usually retrospective, this one specified prospective application due to the changed legal position.
Irrationalities in giving Padma awards damage their sanctity - T. N. PandeyD Murali ☆
Irrationalities in giving Padma awards damage their sanctity - T. N. Pandey - Article published in Business Advisor, dated May 25, 2016 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Tweeted on www.twitter.com/BusinessAdvDM #BusinessAdvisorArchives
Karnataka HC endorses tax avoidance technique to lessen minimum alternate tax...D Murali ☆
Karnataka HC endorses tax avoidance technique to lessen minimum alternate tax (MAT) - T. N. Pandey - Article published in Business Advisor, dated June 10, 2016 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Tweeted on www.twitter.com/BusinessAdvDM #BusinessAdvisorArchives
Updates on Circulars and Notifications - V. K. SubramaniD Murali ☆
Updates on Circulars and Notifications - V. K. Subramani - Article published in Business Advisor, dated June 25, 2016 - http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Tweeted on www.twitter.com/BusinessAdvDM
South Dakota State University degree offer diploma Transcriptynfqplhm
办理美国SDSU毕业证书制作南达科他州立大学假文凭定制Q微168899991做SDSU留信网教留服认证海牙认证改SDSU成绩单GPA做SDSU假学位证假文凭高仿毕业证GRE代考如何申请南达科他州立大学South Dakota State University degree offer diploma Transcript
Confirmation of Payee (CoP) is a vital security measure adopted by financial institutions and payment service providers. Its core purpose is to confirm that the recipient’s name matches the information provided by the sender during a banking transaction, ensuring that funds are transferred to the correct payment account.
Confirmation of Payee was built to tackle the increasing numbers of APP Fraud and in the landscape of UK banking, the spectre of APP fraud looms large. In 2022, over £1.2 billion was stolen by fraudsters through authorised and unauthorised fraud, equivalent to more than £2,300 every minute. This statistic emphasises the urgent need for robust security measures like CoP. While over £1.2 billion was stolen through fraud in 2022, there was an eight per cent reduction compared to 2021 which highlights the positive outcomes obtained from the implementation of Confirmation of Payee. The number of fraud cases across the UK also decreased by four per cent to nearly three million cases during the same period; latest statistics from UK Finance.
In essence, Confirmation of Payee plays a pivotal role in digital banking, guaranteeing the flawless execution of banking transactions. It stands as a guardian against fraud and misallocation, demonstrating the commitment of financial institutions to safeguard their clients’ assets. The next time you engage in a banking transaction, remember the invaluable role of CoP in ensuring the security of your financial interests.
For more details, you can visit https://technoxander.com.
Budgeting as a Control Tool in Government Accounting in Nigeria
Being a Paper Presented at the Nigerian Maritime Administration and Safety Agency (NIMASA) Budget Office Staff at Sojourner Hotel, GRA, Ikeja Lagos on Saturday 8th June, 2024.
“Amidst Tempered Optimism” Main economic trends in May 2024 based on the results of the New Monthly Enterprises Survey, #NRES
On 12 June 2024 the Institute for Economic Research and Policy Consulting (IER) held an online event “Economic Trends from a Business Perspective (May 2024)”.
During the event, the results of the 25-th monthly survey of business executives “Ukrainian Business during the war”, which was conducted in May 2024, were presented.
The field stage of the 25-th wave lasted from May 20 to May 31, 2024. In May, 532 companies were surveyed.
The enterprise managers compared the work results in May 2024 with April, assessed the indicators at the time of the survey (May 2024), and gave forecasts for the next two, three, or six months, depending on the question. In certain issues (where indicated), the work results were compared with the pre-war period (before February 24, 2022).
✅ More survey results in the presentation.
✅ Video presentation: https://youtu.be/4ZvsSKd1MzE
The Rise and Fall of Ponzi Schemes in America.pptxDiana Rose
Ponzi schemes, a notorious form of financial fraud, have plagued America’s investment landscape for decades. Named after Charles Ponzi, who orchestrated one of the most infamous schemes in the early 20th century, these fraudulent operations promise high returns with little or no risk, only to collapse and leave investors with significant losses. This article explores the nature of Ponzi schemes, notable cases in American history, their impact on victims, and measures to prevent falling prey to such scams.
Understanding Ponzi Schemes
A Ponzi scheme is an investment scam where returns are paid to earlier investors using the capital from newer investors, rather than from legitimate profit earned. The scheme relies on a constant influx of new investments to continue paying the promised returns. Eventually, when the flow of new money slows down or stops, the scheme collapses, leaving the majority of investors with substantial financial losses.
Historical Context: Charles Ponzi and His Legacy
Charles Ponzi is the namesake of this deceptive practice. In the 1920s, Ponzi promised investors in Boston a 50% return within 45 days or 100% return in 90 days through arbitrage of international reply coupons. Initially, he paid returns as promised, not from profits, but from the investments of new participants. When his scheme unraveled, it resulted in losses exceeding $20 million (equivalent to about $270 million today).
Notable American Ponzi Schemes
1. Bernie Madoff: Perhaps the most notorious Ponzi scheme in recent history, Bernie Madoff’s fraud involved $65 billion. Madoff, a well-respected figure in the financial industry, promised steady, high returns through a secretive investment strategy. His scheme lasted for decades before collapsing in 2008, devastating thousands of investors, including individuals, charities, and institutional clients.
2. Allen Stanford: Through his company, Stanford Financial Group, Allen Stanford orchestrated a $7 billion Ponzi scheme, luring investors with fraudulent certificates of deposit issued by his offshore bank. Stanford promised high returns and lavish lifestyle benefits to his investors, which ultimately led to a 110-year prison sentence for the financier in 2012.
3. Tom Petters: In a scheme that lasted more than a decade, Tom Petters ran a $3.65 billion Ponzi scheme, using his company, Petters Group Worldwide. He claimed to buy and sell consumer electronics, but in reality, he used new investments to pay off old debts and fund his extravagant lifestyle. Petters was convicted in 2009 and sentenced to 50 years in prison.
4. Eric Dalius and Saivian: Eric Dalius, a prominent figure behind Saivian, a cashback program promising high returns, is under scrutiny for allegedly orchestrating a Ponzi scheme. Saivian enticed investors with promises of up to 20% cash back on everyday purchases. However, investigations suggest that the returns were paid using new investments rather than legitimate profits. The collapse of Saivian l
How to Invest in Cryptocurrency for Beginners: A Complete GuideDaniel
Cryptocurrency is digital money that operates independently of a central authority, utilizing cryptography for security. Unlike traditional currencies issued by governments (fiat currencies), cryptocurrencies are decentralized and typically operate on a technology called blockchain. Each cryptocurrency transaction is recorded on a public ledger, ensuring transparency and security.
Cryptocurrencies can be used for various purposes, including online purchases, investment opportunities, and as a means of transferring value globally without the need for intermediaries like banks.
Small shareholders’ director - Will it be a reality? - Dr S. Chandrasekaran
1. Volume XI Part 2 April 25, 2015 7 Business Advisor
Small shareholders‘ director: Will it be a
reality?
Dr S. Chandrasekaran
The Companies Act, 2013 (the Act), has made a
significant change in appointment of directors elected
by small shareholders (SS). The Companies Act, 1956,
had a provision for SS for all public companies and the
Act has now made its applicability only to listed
companies and taken away such concept for unlisted
public companies. The Act, in this provision, is not very
rigid and, therefore, has provided that a listed company
―may‖ have one director elected by small shareholders.
The Act defines a small company but has not defined the term ―small
shareholder‖; it has explained in the applicable section that ―for the
purposes of this section ‗small shareholders‘ means a shareholder holding
shares of nominal value of not more than twenty thousand rupees or such
sum as may be prescribed.‖ Companies issue shares, both equity and
preference. Preference Shares may be of different classes, and equity shares
may be of different voting rights. If a shareholder holds any kind of shares
in a particular company, all the nominal value of shares can be clubbed to
satisfy about his status as a small shareholder. However, persons holding
convertible debentures, exercisable stock options are not to be included
unless all such instruments are converted into share capital.
The concept of small shareholders‘ director has now been restricted only to
listed companies but the Securities and Exchange Board of India is silent on
such concept. This is one of the provisions in the Act and listing agreement
which needs same mind set from both the regulators.
Appointment of small shareholder director
The listed company is permitted to have a director representing SS suo-
moto and in such a case the small shareholders need not exercise their right
to identify and recommend their representative as an SS director. It is also
of interest to note that the person who is to be appointed as an SS director
need not be a shareholder of such company.
The SS of not less than one thousand in number, or one-tenth of the total
number of such shareholders, whichever is lower may join together and
identify a person for appointment of SS director. The shareholders of a listed
2. Volume XI Part 2 April 25, 2015 8 Business Advisor
company are spread over globally and identifying among them as SS is not
an easy task and that too for SS.
Basic requirement for eligibility to be a SS director
SS who join together may send a notice to the company at least fourteen
days before the date of shareholders‘ meeting to propose a person as SS
director. The notice shall be under the signature of all small shareholders
specifying the name, address, shares held and folio number and the person
whose name is being proposed as SS director for SS. If the proposed person
is not a shareholder, particulars of shares held and folio number need not
be specified in the notice. The proposed person need not hold the shares but
if he holds the shares then he should be a small shareholder and should not
hold shares more than the nominal value of rupees twenty thousand.
The notice shall be accompanied by a statement signed by the person whose
name is being proposed for the post of SS director stating:
a) His director identification number (DIN);
b) That he is not disqualified to become a director under the Act (DIR-8);
and
c) His consent to act as a director of the company (DIR-2).
Status of SS director
A listed company is to comply with the mandatory appointment of
independent directors (ID). The SS director, for all purposes, will be
considered as an independent director (ID) if he qualifies as ID under the
provisions of the Act. He shall also give a declaration of his independence
and shall at the first meeting of the Board in which he participates as a
director and thereafter at the first meeting of the Board in every financial
year or whenever there is a change in the circumstances which may affect
his status as an ID, give a declaration that he meets the criteria of
independence.
SS director needs to be an independent all the time of his tenure as SS
Small shareholders who join together may send a notice to
the company at least fourteen days before the date of
shareholders‘ meeting to propose a person as small
shareholders‘ director.
3. Volume XI Part 2 April 25, 2015 9 Business Advisor
director in the company.
Certain exemptions to appointment of SS director
The Act provides certain basic conditions for appointment of a director.
Appointment of SS director also requires to comply with the conditions of
appointment, such as, valid director identification number, declaration that
he is not disqualified for appointment of director, and consent to act as a
director. The Act, however, has provided certain exemptions to SS director.
They are:
a) Shall not be liable to retire by rotation;
b) Tenure of SS director shall not exceed a period of three consecutive
years; and
c) On expiry of the tenure, such director shall not be eligible for re-
appointment.
A duty is cast on the nomination and remuneration committee to identify a
person for consideration of appointment as a director in a company and in
the case of SS director the same is considered and recommended by a the
minimum number of SS as discussed above.
Vacation of SS director
The appointment of SS director is by the shareholders and for a maximum
period of three consecutive years. The term ―consecutive years‖ has not been
explained and in the absence of any such explanation, the year is to be
construed as three consecutive annual general meetings.
The Act has provided the circumstances at which a person appointed as SS
director shall vacate the office. He shall vacate if the SS director:
a) incurs any of the disqualifications specified in the provisions relating to
disqualifications of a director in the Act;
b) satisfies any of the conditions for vacation of office of director as per the
provisions provided in the Act; and
The term ―consecutive years‖ has not been explained and, in
the absence of any such explanation, the year is to be
construed as three consecutive annual general meetings.
4. Volume XI Part 2 April 25, 2015 10 Business Advisor
c) ceases to meet the criteria of independence as provided in Act.
Conditions for SS director
A person can be an SS director at best in a maximum of two companies at
the same time. The second company in which he is to be appointed shall not
be in a business which is competing or is in conflict with the business of the
first company. In addition, an SS director shall not, for a period of three
years from the date on which he ceases to hold office as an SS director in a
company, be appointed in or be associated with such company in any other
capacity, either directly or indirectly.
Duties of director
The Act has introduced a new provision casting duties on director. It has
been divided into two parts which may be classified as ―Dos and Don‘ts‖.
The provisions of duties of directors are also applicable to SS director.
An SS director is also to comply with all provisions relating to disclosure,
code of conduct and so on. SS director being an ID, shall enjoy all the
benefits, immunities provided in the Act. He is also entitled to the privileges
and receipt of information as a normal director in a company.
Conclusion
The concept of SS director is only in the Act and is not supported by listing
agreement which governs a listed company. The concept is also not
mandatory and only voluntary in nature. Majority of listed companies are
still promoter-driven with a maximum of 75% voting rights and, therefore,
expecting a suo moto appointment of SS director from the promoters is
remote. On the other side, the small shareholders are spread over the globe
and identifying and collecting them together to arrive at the minimum
number of such shareholders is again remote. Therefore, all said and done,
the provision of SS director will only be on paper and be nothing beyond.
(Dr S. Chandrasekaran is Senior Partner, Chandrasekaran Associates, Delhi)
A person can be a small shareholders‘ director at best in a
maximum of two companies at the same time.