Companies law 2013
Registered Office Transfer
As per the companies act 2013, the present procedure requires the CLB order to transfer the registered office of one company to another state. The committee expressed its concern over the delays and costs involved in the process. Furthermore, if available in different parts of the country, the corporate should be given an opportunity for a beneficial business environment. A view was expressed that this decision should be left to the shareholders. However, the committee also considered that the interests of other stakeholders would be involved. The Committee felt that there was an urgent need to make this process simple, fast and easy, without reference to the Tribunal / Court, ensuring that the newly registered office is accessible to stakeholders for legal recourse where necessary.
1-The committee is seriously concerned over the incident of companies that went missing after raising funds from the public, which deceived investors. This has led to a loss in the credibility not only of the companies but also of the institutional structure regulating such institutions and enforcement agencies. We understand that the Central Government is now taking action against such companies through a coordinated mechanism which includes the Ministry of Company Affairs and SEBI. However, much needs to be done to prevent such an incident. We feel that such preventive action should begin with self-registration and through a regime that requires regular and mandatory filing of statutory documents. With the introduction of electronic filing, this process will become convenient for companies as well as stakeholders. The behavior resulting from non-filing or incorrect disclosure of documents should be strictly dealt with.
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2-The information provided at the time of registration should determine the address of the company as well as its directors. It should be the duty of the company to intimate any change of address within a given time period.
3- There should also be a system of random checking of corporations’ filings with heavy fines for companies found inadequate in their disclosures and filings by registration authorities.
4- Inter-agency coordination should be able to track the people behind such companies so that they can book them. The law should be amended to lift the corporate veil to hinder their disqualifying benefits.
Incorporation – related issues
1- To implement the notes of the e-governance initiative taken by MCA the committee takes to implement expeditiously. The program recognized the enormous potential of this program to ease compliance at a low cost. However, the committee believes that e-governance should be cost-effective for companies, including small and one-man companies, that are easy to use and accessible to all stakeholders and the general public and for efficient disclosure and retrieval Enables the registration and filing process. And at a lower cost. In addition, the system should have sufficient capacity in the corporate sector in India to handle potential growth in the coming years, as well as an increase in disclosure requirements that may be mandated by legal and regulatory frameworks.
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2- All e-filing should be made compatible with e-filing by preparing suitable e-forms. Such filings must be kept securely and be identifiable through digital signatures.
3- The e-governance system should enable the speedy disposal of registration and incorporation processes with the use of self-operating e-systems by registering authorities, reducing the physical interface and the use of discretionary statutory powers. 15.4 All companies should be required to sign and digitally authenticate filings to authorize authorized signatories.
5- On-line filing and charging etc. should be made easy. Once the system has established its effectiveness, it can be mandated for all companies.
6- An attempt should be made to resolve the issues of stamp duty between the Central and State Governments so that the law recognizes the concept of a single national registry in due course of time.
7- The Companies Act should provide a suitable legislative framework for imposing user fees. Such allegations should be justified to enable the operation of e-governance initiatives permanently.
1- Name allocation etc. is the other incorporation procedure. should be made simple and accountable for completion through an automated e-system. The committee is of the view that the process of incorporation and registration should be competitive with the developed economies of the world.
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2- There may be appropriate restrictions under the Act on the use of certain names. The government should have powers to prevent companies from giving names that give the impression that the company is in some way connected with the central / state government or local authority.
3- The law should have the power to require a company to give up misleading names or to do business under a misleading name.
4- The name change mechanism should be carefully reviewed. While providing a company the freedom to change its name, change of name should often be stopped to prevent cheating / confusing the stakeholders/investors.