Companies Act 2013 Overview

Register of Companies

• The Register of Companies is maintained by the Registrar in either paper or electronic format.

Registrar

• The Registrar refers to individuals holding positions such as Registrar, Additional Registrar, Joint Registrar, Deputy Registrar, or Assistant Registrar.
• These individuals have the responsibility of registering companies and performing various functions under the Companies Act.

Related Party

• Companies Act 2013 defines a "related party" in various contexts:
  • Directors and Relatives: A director or their relative is considered a related party.
  • Key Managerial Personnel and Relatives: A key managerial personnel or their relative is also considered a related party.
  • Partnerships: A firm where a director, manager, or their relative is a partner is classified as a related party.
  • Private Companies: A private company where a director, manager, or their relative is a member or director is considered a related party.
  • Public Companies: A public company where a director or manager is a director and holds, along with their relatives, more than two percent of the company's paid-up share capital is considered a related party.
  • Bodies Corporate: A body corporate whose board of directors, managing director, or manager typically acts according to the advice, directions, or instructions of a director or manager is classified as a related party.
  • Influential Individuals: Any person whose advice, directions, or instructions a director or manager commonly follows is considered a related party. Note: This doesn't apply to advice given in a professional capacity.
  • Holding, Subsidiary, and Associate Companies: A body corporate that is a holding, subsidiary, or associate company of the company in question is considered a related party. This also includes a subsidiary of a holding company to which it is also a subsidiary.
  • Investing Companies or Venturers: An investing company or venturer of the company (a body corporate whose investment results in the company becoming an associate company) is also a related party.
  • Exemption: Clause (viii) does not apply to section 188 (Related Party Transactions) for private companies.

Notification

• A Notification refers to a notification published in the Official Gazette.

Officer

• The term "Officer" encompasses directors, managers, key managerial personnel, and any person whose directions or instructions the board of directors, or individual director(s) are accustomed to follow.

Officer who is in default

• An officer who is in default (for the purposes of any provision enacting a penalty or punishment for a company's officer) includes:
  • Whole-time Director (WTD)
  • Key Managerial Personnel (KMP)
  • Designated Directors: If key managerial personnel are not present, the directors specified by the board (with written consent), or all directors if no such designation is made.
  • Responsible Individuals: Any person under the direct authority of the board or key managerial personnel who is responsible for tasks including maintenance, filing, or distribution of accounts or records. This includes those who authorize, actively participate in, knowingly permit, or knowingly fail to prevent any default.
  • Influential Individuals: Any person whose advice, directions, or instructions the board of directors typically follow (excluding professional advisors).
  • Directors Aware of Contraventions: Every director who is aware of a contravention of the Act due to receiving board proceedings or participating in them without objection, or where a contravention occurred with their consent or connivance.
  • Share Issue/Transfer Agents: Share transfer agents, registrars, and merchant bankers involved in the issue or transfer of shares, in respect of such activities.

Manager

• A manager refers to an individual, under the supervision and direction of the board of directors, who manages the whole or a significant portion of a company's affairs. This includes directors or individuals holding the managerial position, regardless of the title or whether they are under a service contract.

Managing Director

• A managing director is a director who, by the company's articles, an agreement with the company, a resolution passed in the company's general meeting, or by the board of directors, has significant management powers over the company's affairs.
• Key Point: To be a managing director, an individual must be a duly appointed director of the company.

This quiz covers key concepts from the Companies Act 2013, focusing on the Register of Companies, the role of the Registrar, and definitions of related parties. Test your understanding of these essential components to gain insight into corporate law in India.