VIGNESH KUMAR - Qualified Company Secretary

PROVISION COVERED Section 5 CONCEPT COVERED Articles of Association THE CONSTITUTIONAL DOCUMENT: Section 5 of the Companies Act, 2013 deals with the necessity of Articles of Association (hereinafter referred to as “AOA” / “Articles”) . Together with the memorandum of association, the AOA are collectively recognized as the constitutional documents for a company which administers a company and directs its activities in compliance with the law. These documents establish the fundamental corners of a company without which a company’s existence cannot be substantiated. ENFORCEMENT PURVIEW - PURPOSE: The purpose of the Articles is spilt out through the employment of phrase “ regulations for management of the company ” in Section 5(1) of the Companies Act, 2013. While the MOA sets out the purpose of existence of a company, the Articles on the other hand recognizes the existence of a company through the MOA and thereafter to supplement the ...

A.     GOVERNING PROVISIONS : ·          Section 123 of the Companies Act, 2013 ·          Companies (The Companies (Declaration and Payment of Dividend) Rules, 2014) ·          Secretarial Standards 3 issued by the Institute of Company Secretaries of India. ( “SS-3”) ·          SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015   B.      MEANING OF DIVIDENDS : ·      Dividend : Section 2(35) of the Companies Act, 2013 read with SS-3 outlines that dividends shall mean such amounts appropriated out of the profits of the company or from the free reserves of the company when permitted, which shall be distributed to the members of the company as and when declared / recommended by the board of directors and as subsequently approved by the sh...

INTRODUCTION: The Ministry of Corporate Affairs (hereinafter “MCA”) vide notification dated 1 st day of February 2021 introduced the Companies (Incorporation) Second Amendment Rules, 2021 for amending the existing provisions with respect to a One Person Company (hereinafter “OPC” ) under the law for time being in force thereby making significant changes in two aspects with respect to such entities: ·          the formation ·      Conversion of such a structure of business into any other category of economic vehicle recognised under the Companies Act, 2013 (hereinafter “the Act” ). ONE PERSON COMPANY – UNDERSTANDING THE CHARACTER : The concept of OPC found its inception only under the Companies Act, 2013 which was based upon the recommendation of the then expert committee led by Dr.   Jarnshed J. Irani vide their report dated 31st May 2005 and subsequent deliberations thereof. It is widely perceived that the Act technically rec...