Calling of board meeting and attachment of form CHG-9
Prakash Joshi
SURENDER HARSH
Yes, an Independent Director can convene a Board Meeting in certain situations if the company does not respond to their legitimate request. Here's how it works:
Legal Provisions
Section 173(3) of the Companies Act, 2013:
The Act empowers any director to convene a meeting of the Board, provided due notice is given to all directors.Role of Independent Director (ID):
Under Schedule IV of the Companies Act, 2013 (Code for Independent Directors), an Independent Director has specific obligations, including ensuring that the Board adheres to proper governance practices.
Clause VII(2) states that if the company fails to convene a meeting on the Independent Director's request, the Independent Director can convene the meeting independently.
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SURENDER HARSH
for creating a charge for Foreign Currency Convertible Bonds (FCCB), Form CHG-1 is used under the Companies Act, 2013.
Explanation:
- Form CHG-1:
This is filed for creating or modifying a charge (other than those specifically covered by CHG-9). FCCBs fall under the category of general charges, hence Form CHG-1 is applicable. - Form CHG-9:
It is filed specifically for creating or modifying charges relating to Debentures, which does not include FCCBs.
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Prakash Joshi
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SURENDER HARSH
Instrument of Creation of Charge:
This could include the bond issuance agreement, trust deed, or any other legal document outlining the terms and conditions of the charge.Particulars of the Charge:
Details like the amount secured, the property or assets charged, and terms of repayment.Board Resolution:
Certified copy of the resolution passed by the Board approving the creation of the charge.Letter of Sanction or Loan Agreement:
If applicable, include the sanction letter or agreement relating to the foreign currency loan or FCCB issue.Optional Attachments (if applicable):
- Details of any earlier charge modification or rectification (if the charge was modified or corrected).
- Declaration regarding no previous charges on the same assets.
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Prakash Joshi
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SURENDER HARSH
es, Form CHG-9 is specifically used for the filing of creation or modification of charges in the case of debentures, including the rectification of charges under section 71(3) of the Companies Act, 2013. The term bond in Form CHG-9 refers to instruments or securities akin to debentures, where a company raises funds against its creditworthiness or assets.
Here’s how it fits:
- Bonds: A bond is a debt instrument issued by the company, typically structured like a debenture, to borrow money from investors. It creates a charge or security against certain company assets.
In the context of Form CHG-9, it can be used for both bonds and debentures when:
- A charge is created to secure the issuance of such bonds.
- A modification or rectification of the charge is necessary.
Form CHG-9 under the Companies Act, 2013 is used for the filing of the creation or modification of a charge for:
- Debentures (including rectification of charges related to debentures under Section 71(3) of the Act).
- Bonds (which are often treated similarly to debentures for secured borrowing).
Key Aspects of Form CHG-9:
- Applicability: It applies when a charge is created, modified, or rectified related to debentures or bonds issued by the company.
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Prakash Joshi
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Prakash Joshi
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SURENDER HARSH
For Foreign Currency Convertible Bonds (FCCBs), the appropriate form to be filed with the Registrar of Companies (ROC) depends on the nature of the charge being created. Here's the clarification:
Form CHG-1:
- This is used for the creation or modification of charges other than debentures.
- If FCCBs are not classified as debentures under your financing structure but involve a charge on the company's assets, then CHG-1 would be appropriate.
Form CHG-9:
- This is used specifically for the creation or modification of a charge in relation to debentures.
- Since FCCBs are convertible bonds (a type of debenture), CHG-9 would typically apply if the FCCBs are issued and involve a charge.
Practical Guidance:
- FCCBs are usually treated as debentures in most cases under Indian law. Therefore, CHG-9 is the likely form unless specific conditions indicate otherwise.
- Verify your situation against the specific agreement terms or consult the transaction structure for clarity.
Company/LLP Registrations | NGO Registrations (Trust, Society, Section 8 Company) | Producer Company | NIDHI Company | NBFCs |, NCLT AND NCLAT Matters, ROC, RD Compliances | XBRL Filings | Secretarial Compliance & Services | FEMA Compliances | Closure of Companies/LLP's | Appointment & Resignation of Directors & Auditors | Alterations of MOA & AOA/LLP Agreement | DSC & DIN | GST Registration & Returns | Tax Registrations & Returns | Import Export Code | FSSAI (Food License) | Trade Mark ( National & International ) | Copyright | ISO Certifications | Income Tax | TAXATION | | , Court Matters (District and Hight Court Level Matters ) Etc.
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Prakash Joshi
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