Company Secretaries and Corporate Professionals

FORM MBP - 1 Notice of interest by director [Pursuant to section 184 (1) and rule 9(1)] To The Board of Directors ABC Limited Dear Sir(s) I,X , son of Mr. Y, resident of -------------, India, being a director in the company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals:- Sl No. Names of the Companies /bodies corporate/ firms/ association of individuals Nature of interest or concern / Change in interest or concern Shareholding/ No. of shares Date on which interest or concern arose / changed 1. ABC Limited Director and Member 1 01/04/2004 2. XYZ Private limited Director &Member 500 02/05/2003 3. Supply Private Limited Indirectly Interested (Father Being Director and Member) 0 28/09/2010 4. 5. ...

We know very well about Banks, apart from banks in India there are large number of private owned, decentralised and small sized financial Institutions known as Non-Banking Financial Companies. In recent times, the Non- Banking Financial Companies (NBFCs) have contributed to the Indian Economy and its growth by providing Credit and Deposit facilities to certain segment of the society such as unorganized sector and small borrowers. NBFCs provide financial services like hire-purchase, leasing, loan, investments etc. NBFCs can be classified into deposit accepting and non- accepting deposit Companies. NBFCs are small in size and owned privately. The NBFCs have grown rapidly since 1990. They offer attractive rate of return. They are fund based as well as service oriented companies. In India it is compulsory to register NBFCs with the Reserve bank of India (RBI). The NBFCs in developed countries have grown significantly and are now coming up in a very large way in developing count...

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 ...