Company Secretaries and Corporate Professionals

4. Meaning of "holding company" and" subsidiary". (1) For the purposes of this Act, a company shall, subject to the provisions of sub- section (3), be deemed to be a subsidiary of another if, but only if,-- (a) that other controls the composition of its Board of directors; or (b) that other- (i) where the first- mentioned company is an existing company in respect of which the holders of preference shares issued before the commencement of this Act have the same voting rights in all respects as the holders of equity shares, exercises or controls more than half of the total voting power of such company; (ii) where the first- mentioned company is any other company, holds more than half in nominal value of its equity share capital; or] (c) the first- mentioned company is a subsidiary of any com- pany which is that other' s subsidiary. Illustration Company B is a subsidiary of Company A, and Company C is a subsidiary of Company B. Company C is a ...

309. Remuneration of directors. (1)   The remuneration payable to the directors of a company, including any managing or whole- time director, shall be determined, in accordance with and subject to the provisions of section 198 and this section, either by the articles of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to any such director determined as aforesaid shall be inclusive of the remuneration payable to such director for services rendered by him in any other capacity: Provided that any remuneration for services rendered by any such director in any other capacity shall not be so included if- (a)   the services rendered are of a professional nature, and (b)   in the opinion of the Central Government, the director possesses the requisite qualifications for the practice of, the profession. (2)    A director may receive remuneration b...

                                 Section 295 - Loans to directors:- (1) Save as otherwise provided in sub- section (2), no company (hereinafter in this section referred to as" the lending company") 1[ without obtaining the previous approval of the Central Government in that behalf shall directly or indirectly,] make any loan to, or give any guarantee or provide any security in connection with a loan made by any other person to, or to any other person by:- (a) any director of the lending company or of a company which is its holding company or any partner or relative of any such director; 1. Subs. by Act 65 of 1960, s. 102, for certain words. (b) any firm in which any such director or relative is a partner; (c) any private company of which any such director is a director or member; (d) any body corporate at a general meeting of which not less than twenty- five per cent. of the total v...

Section 274 - Disqualifications of directors. (1) A person shall not be capable of being appointed director of a company, if:- (a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force; (b) he is an undischarged insolvent; (c) he has applied to be adjudicated as an insolvent and his application is pending; (d) he has been convicted by a Court 2[ of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months, and a period of five years has not elapsed from the date of expiry of the sentence: (e) he has not paid any call in respect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or (f) an order disqualifying him for appointment as director has been passed by a Court in pursuance of section 203 and is in force, unless the leave of the Court has been ob...

Section 301- Register of contracts, companies and firms in which directors are interested. (1) Every company shall keep one or more registers in which shall be entered separately particulars of all contracts or arrangements to which section 297 or section 299 applies, including the following particulars to the extent they are applicable in each case, namely:- (a) the date of the contract or arrangement; (b) the names of the parties thereto; (c) the principal terms and conditions thereof; (d) in the case of a contract to which section 297 applies or in the case of a contract or arrangement to which sub- section (2) of section 299 applies, the date on which it was placed before the Board; (e) the names of the directors voting for and against the contract or arrangement and the names of those remaining neutral. (2) Particulars of every such contract or arrangement to which section 297 or, as the case may be, sub- section (2) of section 299 applies, shall be entered in ...

Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules,2003 Intimation by Director [Pursuant to Section 274(1)(g) ] To, The Board of Directors,  ABC Limited ( Registered office address .) Sub: - Declaration under Section 274(1) (g) of the Companies Act,1956 Dear Sir (s), I, X  Son of  Y resident of --------------  being the Director of the Company, do hereby declare that I do not attract any disqualification under Section 274(1) (g) of the Companies Act,1956, as I am not on the Board of any Public Company which has defaulted in: 1)         Filing of Annual Accounts and Annual Return for any continuous three financial year   commencing on and after the first day of April, 1999 ; or 2)         (a) Repayment of deposits or interest thereon on due date; or  ...

FORM NO. 24-AA THE COMPANIES ACT, 1956 NOTICE BY THE INTERESTED DIRECTORS (Pursuant to Section 299) The Board of Directors, ABC  Pvt. Ltd. Address of registered office of the Company.  I, X ( Director) son of  Y resident of  ---------, holding  ------  Equity/Preference  Shares   in the Company in my name, hereby give notice for the financial year 2012-13,  that I am interested directly / through my relative(s) in the following companies: - S. No. Name of Companies / Firms Nature of interest i.e. directly or indirectly as member / director / partner / sole proprietor 1. Asha Marketings  Pvt. Ltd Director 2. Raja Auto Components Ltd. Director 3. High Realtech Pvt. Ltd Indirectly Interested (Wife being Director)  4. --------------- Pvt. Ltd. Director 5. ------------- Pvt. Ltd...

                                                                                        For CS students Check your examination result for june 2013  

                                YES WE ARE THE COMPANY SECRETARIES                                                                         CS WORLD INDIA

                                                THE COMPANY SECRETARY  COMPANY SECRETARY – CORPORATE PROFESSIONAL A Company Secretary is a person who is a member of ICSI as   def in ed under the Company Secretaries Act, 1980 .  According to  Companies Act, 1956,  Ø   Under Section 2(45) of Companies Act, 1956 “Secretary” means a Company Secretary with in the mean in g of Section 2(1)(c) of the Company Secretaries Act, 1980 (56 of 1980) and in cludes any other in dividual possess in g the prescribed qualifications and appo in ted to perform the duties which may be performed by a secretary under this Act and any other m in isterial or adm in istrative duties. Ø   Pursuant to Section 383A of the Companies Act, 1956, companies with a paid-up share capital of rupees five crore or more are compulsorily requ...