Winding up a company

It is quite possible that a foreign company can be wound up as an unregistered company. This happens if the company does not carry on business in India any more or also in cases where the corporate body for the same tends to get dissolved or if the same stops altogether in existence in accordance with the law under which it had been initially incorporated. The Act states the detailed provisions with respect to the winding up of a company and also prescribes the winding up modes. The said modes can be either by the court or under its supervision. In addition to that, there is also a provision of voluntary winding up.

There can be several reasons based on which the Tribunal may take the decision of ordering for the wind up of any company. Some of these issues can include situations when the company is found to be acting against the sovereignty and integrity of the country, its security or international relations. In another condition, if the company is found guilty of fraudulent practices or has been reported by the ROC for being indulged in any other sort of unacceptable activities. The Act does not distinguish between the winding-up by members or creditors.

Understanding the class action lawsuit as per the Indian Companies Act

The Class Action lawsuit is a new concept that has been introduced by the Indian Companies Act 2013. The lawsuit can be initiated against a certain company and its auditors by its shareholders for any fraud or practices that are unlawful. The Class Action Suit is a procedural instrument for a group with common interest or grievances to approach the National Company Law Tribunal to sue the accused party. This instrument allows the prosecution of litigation in a smoother way.

The suit can be filed against auditors for misleading particulars, against experts or advisers for incorrect statements etc. The suit can also be filed for claiming several relief. Some examples include restraining the company from acting against their memorandum of association or breaching any articles as such. In addition to that, the Directors and other members of the company can also be restrained from going against any of the company policies, resolutions or agreements that might violate the best interest of the shareholders or partners. The CA2013 also allows for the provision of using the class action lawsuit for claiming of damages and also for compensation regarding relevant issues from the Directorial board, audit firm or the company as a whole.

Transferring shares under the companies act 2013

The transfer of shares under the CA2013 requires the companies to issue the relevant certificates for the same within a specified time limit. This time limit is basically a period of one month from the date when the instrument of transfer is first received by the company. It is understandable that the shares of a company are a movable asset and that is what makes them freely transferable too. In case a certain company plans on making such a transfer, they will have to fill up the related form recommended by the Companies Act 2013.

The share transfer form has to be duly stamped and dated. It also has to bear the names of the  transferor and the transferee. Partly paid shares cannot be transferred without a thorough analysis and special permit from the Board. The adequate value of the document along with the relevant dates needs to be mentioned on the form. The buyer also will have to be notified about any pending payments and a certificate for no objection in case he or she is willing to allow the transfer of partly paid shares. It is also important to be aware about the applicable stamp duty on share transfer as well as other details.