Subject to the provisions of the companies act, 1956, to distribute any of the. Convened by directors on the requisition of the shareholders as per section 169 of the act. The curious case of section 4 7 of the companies act, 1956. Board resolution for declaration of interim dividend, book closure, and. Under section 47 of the companies act, 1956 1956 act, following conditions were required to be fulfilled for a private company to be deemed to be a subsidiary of a public company. The central government may, by order, declare that in the case of any company, 1, any establishment carrying on either the same or substantially the same activity as that carried on by the head office of the company, or 2 any establishment engaged in any production, processing or manufacture, shall not be. Exemption to section 8 companies from provisions of ca 20. In the event any page or part thereof in the minutes book is left blank. The particulars of charges in connection with issue of debentures of a series shall be filed with registrar of companies in form 10, along with copy of instrument creating the charge and with the required filing fees as per schedule x to the companies act, 1956, within a period of thirty days after the execution of deed containing the charge or. Minutes shall be entered in the minutes book within thirty days from the date of conclusion of the meeting. The non maintenance or deficiency of any statutory provision can call for prosecutions, fines and penalties. The unique format and structure of the book makes it a very useful buy for those looking to get all relevant information on any section of the companies act, 20 with the least effort.
Meetings under companies act of 1956 share holders meetings1 statutory meeting as per section 165 of the act2 annual general meeting as per section 166 of the act3 extraordinary general meetings. Section 193 minutes of proceedings of general meetings and of board and other meetings. The companies act of 1956 came into force from 1st april, 1956. Section 25 company in old companies act companies act, 1956 trusts. Section 209 of the companies act talks about maintaining books of accounts and penalties for non compliance therein. Issn 2348 7968 an analysis of section 08 companies in india. Section 8 company as per companies act, 20 section 25 as per companies act, 1956 2. The companies have to preserve the noticeagendanotes for the period of 8 years. Nov 12, 20 this entry was posted in chapter vii ca20, companies act 20, corpgov, governance and responsibility and tagged agm, annual general meeting, companies act 20, companies bill 2012, corpgov, corplaw, corporate governance, corporate law, egm, electronic voting, extra ordinary general meeting, general meeting, general meeting by tribunal. An act to consolidate and amend the law relating to companies and certain other associations. Under the companies act, 1956, the companies registered us the erstwhile.
Super secretarial checklist under companies act, 1956 sr. Section 193 imposes a statutory obligation on every company. The central government may, by order, declare that in the case of any company, 1. Provisions on books of accounts under companies act 20. Section 1931a of the companies act, 1956 states that every page of the minutes book shall be. In the event any page in the minutes book is left blank, it should be scored off and initialed by the chairman who signs that minutes. Scope of the guidance note this guidance note should be read in the context of ss2. Section 8 company under companies act, 20 it was earlier section 25 under companies act, 1956 special licensing. Jul 08, 2014 keeping in pace with the new technology, the ministry of corporate affairs permitted companies to conduct board meetings through video conferencing vide its notification bearing no.
Minutes book means a book maintained in physical or in electronic form for. Every company shall keep minutes of all board and committee meetings in a minutes book. All about minutes under section 118 of companies act 20. The companies act was brought on the statute book with effect from 1st april, 1956.
The template of the minutes of the annual general meeting of a company given hereunder can be used for both public and private companies. Consequently, ss2 is not applicable to companies incorporated under section 8 of the companies act, 20. The company may exercise the powers conferred on it by section 157 of. Section 118 of companies act, 20 minutes of proceedings. Subject to the provisions of the act, the board of directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is. Criminal liability of directors under company law in india. The erstwhile corresponding section 209 on books of accounts to be kept by company of companies act, 1956 dealt with the books of accounts required to be maintained to give a true and fair view of the state of affairs of the company or branch office and to. Register of directors and key managerial personnel and their shareholding.
The director of a company is responsible for smooth carrying out the business and managing the day to day affairs of the company. Section 25 company under the companies act 1956 iii. However a section 25 company is not required to have any minimum paid up capital. All about minutes under section 118 of companies act 20 taxguru. Minutes help in understanding the deliberations and decisions taken at the meeting. Aug, 2012 meetings under companies act of 1956 share holders meetings1 statutory meeting as per section 165 of the act2 annual general meeting as per section 166 of the act3 extraordinary general meetings. Minutes kept in accordance with the provisions of the act evidence the proceedings recorded therein. Section 118 shall not apply as a whole to section 8 companies except that minutes may be recorded within thirty days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation, as amended vide notification no. A public charitable trust is usually floated when there is a property involved, especially in terms of land and building. A distinct minutes book shall be maintained for meetings of board and each of its committees.
Oct 05, 2017 under the companies act, 1956 maintenance of books of accounts is mandatory for every class of companies. Format of minutes of first board meeting corporate laws. However, section 8 companies are considered best due to its systematic constitutional framework. However, such companies may voluntarily comply with ss2. The central government has also brought out certain exemptions to section 8 companies under section 462 of companies act 20 vide notification. The institute of company secretaries of india, icsi, recognising the need. As per the requirement and businesses dealt in the agm, the contents of the minutes can be modified. Old sections for new sections you can use this tool to find out which section of the companies act 1956 corresponds to the section under the new companies act 20 and vice versa, for better understanding of the new law. In case repayment of loan and satisfaction of charges form 17 has to be filed with roc. Be it enacted by parliament in the sixth year of the republic of india as follows 1. Reporting requirements for a charitable organisation 8. Section 118, interalia, contains that every company shall cause minutes of the.
In this article, animesh tiwary, pursuing diploma in entrepreneurship administration and business laws from nujs, kolkata discusses the criminal liability of directors under companies act, 20. Section 291 of the companies act, 1956 confers general power on the board of directors. Section 128 of the companies act, 20 provides for maintenance of books of accounts under the new companies act. Agm annual general meeting minutes sample template format. Section 8 in the companies act, 1956 indian kanoon. Overview of provisions of bombay public trust act, 1950 9. To maintain books of account at the registered office. Section 25 companies under companies act 1956 legal news. Oct 05, 2017 the board was informed that in accordance with the provisions contained in section 254 of the companies act, 1956, the subscribers to the memorandum of association shall be deemed to be the directors of the company. In case any charge is created or modified in favour of chargeholder by issue of debentures then form 10 has to be filed with registrar of companies roc in accordance with section 1254a of the companies act 1956. The minutes have not been defined under the companies act. An act to consolidate the greater part of the companies acts.
Every company shall keep minutes of all board and committee. Further this category of company is required to maintain book of accounts relating to a period of four years only instead of eight years stipulated for other companies under the companies act 1956. Societies registered under section 20 of the societies registration act 1860. May 29, 2008 section 291 of the companies act, 1956 confers general power on the board of directors. Provided that no such order shall be made unless the company is given a reasonable. Considering the fact that section 8 companies are distinct when compared to other commercial entities and certain aspects need clarification from time to time.
Jan 20, 2011 the advantages of section 25 companies over other companies registered under companies act are discussed below. Power of central government to declare an establishment not to be a branch office. Standard format and contents of minutes of the first board. Section 25 of company act 1956 is well known for incorporation of section 25 companies which is consider as. Public charitable trust under the state trusts act ii. Society under the societies registration act 1860 6. The minutes in respect of the original meeting as well as the adjourned meeting shall be entered in the minutes book within thirty days from the date of the respective meetings. A copy of every order proposed to be issued by the central government under sub section 4 shall be laid in draft before each house of parliament while it is in session for a total period of thirty days which may be comprised in one session or in two or more successive sessions. Maintenance of books of accounts in companies act, 1956. Super secretarial checklist under companies act, 1956. Part ii reregistration as a means of altering a companys status. Subject to the provisions of the act, the board of directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do. Meetings notices, resolutions and minutes under the companies. The bill proposes to make it compulsory for companies of a comparatively large.
Do refer to the relevant provisions of the companies act, 20 and rules made thereunder and the. Section 25 of companies act, 1956 was introduced for such companies based. Minutes in the electronic form shall be maintained with a time stamp. Companies act, 20 fresh thinking for a new start deloitte.
Minutes are the statutory record under the companies act, 1956. The companies act, 1956 had been enacted with the object to consolidate and. Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its board of directors or of every committee of the board, to be kept by making within 2 thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. Minutes of proceedings of general meetings and of board and other meetings. The companies act, 1956 section 303 to 674 the schedule. India the companies act 1956 sec 25 power to dispense with limited in name of charitable or other company. Section 193 in the companies act, 1956 indian kanoon. A in this connection the following resolution was passed. Section 8 company is also termed as the nonprofit organizationnpo which is established to promote art, science, commerce, religion, charity or any other advantageous object, provided the profits if any.
Section 193, 194, 195, 196 and 197 of the companies act are exclusively incorporated for the purpose of minutes. The list of section 25 companies may be viewed at the following. The ready referencer, arranged in a tabular and easy to read format, is handy for the busy professional to find quick information on key topics. Secretarial standard on minutes the institute of company secretaries of india. Resolved that pursuant to the provisions of section 9 and other applicable provisions, if any, of the companies act, 20 including any statutory modifications or reenactment thereof for the time being in force and subject to articles of association, the common seal as per impression affixed in the margin of the minutes book of the company and duly initialled by the chairman be and is.