Corporate Regulations Calicut University PDF

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Corporate Regulations Calicut University - Description

Dear readers, here we are providing the Corporate Regulations Calicut University PDF to all of you. Calicut University is one of the most popular universities in India. It is also known as The University of Calicut. Calicut University is located at Tirur – Calicut Rd, Thenhipalam, Kerala 673635.
This university was established in 1968. It is known as the first university in northern Kerala. It is a Public university in Malappuram, Kerala. The governor of Kerala is the chancellor of this university and the vice chancellor is M.K. Jayaraj. The primary language of this university is Malayalam.

Corporate Regulations Calicut University PDF

Module I

Introduction to Companies Act 2013

The 1956 Act has been in need of a substantial revamp for quite some time now, to make it more contemporary and relevant to corporates, regulators, and other stakeholders in India. While several unsuccessful attempts have been made in the past to revise the existing 1956 Act, there have been quite a few changes in the administrative portion of the 1956 Act. The most recent attempt to revise the 1956 Act was the Companies Bill, 2009 which was introduced in the Lok Sabha, one of the two Houses of Parliament of India, on 3 August 2009.
This Companies Bill, 2009 was referred to the Parliamentary Standing Committee on Finance, which submitted its report on 31 August 2010 and was withdrawn after the introduction of the Companies Bill, 2011. The Companies Bill, 2011 was also considered by the Parliamentary Standing Committee on Finance which submitted its report on 26 June 2012. Subsequently, the Bill was considered and approved by the Lok Sabha on 18 December 2012 as the Companies Bill, 2012 (the Bill). The Bill was then considered and approved by the Rajya Sabha too on 8 August 2013. It received the President’s assent on 29 August 2013 and has now become the Companies Act, 2013.
Companies Act 2013 is an Act of the Parliament of India which regulates the incorporation of a company, responsibilities of a company, directors, and dissolution of a company. The 2013 Act is divided into 29 chapters containing 470 sections as against 658 Sections in the Companies Act, 1956 and has 7 schedules. The Act came into force on 12 September 2013 with a few changes earlier private companies’ maximum number of members was 50 and now it will be 200.
A new term of “one person company” is included in this act that will be a private company and with only 98 provisions of the Act notified. On 27 February 2014, the MCA stated that Section 135 of the Act which deals with corporate social responsibility will come into effect from 1 April 2014. On 26 March 2014, the MCA stated that another 183 sections will be notified from 1 April 2014. The Ministry of Company Affairs thereafter proposed a draft notification for exempting private companies s from the ambit of various sections under the companies act.

Purpose/Objective of the Act

The Act broadly seeks to achieve the following objectives:

  • a) To promote the development of the economy by encouraging entrepreneurship and enterprise efficiency and creating flexibility and simplicity in the formation and maintenance of companies;
  • b) To encourage transparency, accountability, and high standards of corporate governance;
  • c) To recognize various new concepts and procedures facilitating ease of doing business while protecting the interests of all the stakeholders;
  • d) To enforce stricter action against fraud and gross non-compliance with company law provisions;
  • e) To set up an institutional structure in the form of various authorities, bodies, and panels as well as by including recognition of various roles for professionals and other experts; and
  • f) To cater to the need for more effective and time-bound approvals and compliance requirements relevant to the present context.

Salient Features of the Act

The Companies Bill 2013 contains 29 Chapters, 7 Schedules, and 470 clauses as against the Companies Act, 1956 which consists of 658 sections under 13 Parts and 15 schedules. In so far as section numbers are concerned more than 200 sections have been deleted from the Companies Act, 1956. While this is on one side of it, the number of provisions have been removed or discontinued, or dispensed with in the existing but revised section/clause numbers. The clauses to the Companies Bill, 2013 have been categorized into Introduced, Amended sections for easy and quick reference.
1. For the first time introduced the concept of One Person Company [Clause 2(62)].
2. Expert [Clause 2(38)]
3. Inclusive definition of Financial Statement [Clause 2(40)]
4. Entrenchment Provisions in Articles of Association (Clause 5)
5. Public Offer and Private Placement deals with the issue of securities by a public and a private company (Clause 23)
6. Class Action Suits (Clause 37)
7. E-governance in all company processes (Clause 120)
8. Corporate Social Responsibility – 2% of average net profits of the previous three years (Clause 135)
9. Mandatory Internal Audit for prescribed classes of companies (Clause 138)
10. Mandatory Rotation of auditors for listed companies and other prescribed classes of companies after 1 term of 5 consecutive years in case of individual auditor and after 2 terms of 5 consecutive years for audit firm (Clause 139)
11. 5-year tenure for auditor appointed at AGM of the company (other than Government Company/ Government controlled Company) instead of annual appointment/ reappointment.
12. Limited Liability Partnership eligible to be appointed as Auditor of Company (Clause 141)
13. Auditor not to render certain services (Clause 144)
14. Independent Directors [Clause 149] 1/3rd of the total number of directors as independent directors – listed public companies
15. Inclusion of at least one woman director on board (Clause 149)
16. Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year. (Clause149
17. Nomination and Remuneration committee [Clause 178(1)]
18. Stakeholders relationship committee [Clause 178(5)]
19. Key Managerial Personnel [Clause 2(51) and Clause 203] Key managerial personnel (KMP) to include Manager or Managing Director (MD) or Chief Executive Officer (CEO), Whole time director, Chief Financial Officer (CFO), and Company Secretary (CS).
20. Insider Trading of Securities Prohibited (Clause 195)
21. Statutory Status to the Serious Fraud Investigation Office (SFIO) (Clause 211)
22. Specific framework for Mergers and Acquisitions of companies. Single forum for approval of mergers and acquisitions (Clause 233)
23. Merger or Amalgamation of a Company with Foreign Company (Clause 234)
24. Protection to minority shareholders, Class Action Suits for prevention of oppression and mismanagement [Clause 245]
25. Registered Valuers (Clause 247)
26. Interim administrators or Company administrators [Clause 259]
27. Mediation and Conciliation Panel (Clause 442)
28. Punishment for Fraud (Clause 447)
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