April, 2024 | CA B K Goyal & Co LLP

Interpretation In this Act, unlessthe context otherwise requires,—(a) “adaptation” means,-(i) in relation to a dramatic work, the conversion of the work into a non-dramatic work;(ii) in relation to a literary work or an artistic work, the conversion of the work into adramatic work by way of performance in public or otherwise;(iii) in relation to a literary or dramatic work, any abridgement of the work or any versionof the work in which the story or action is conveyed wholly or mainly by means ofpictures in a form suitable for reproduction in a book, or in a newspaper, magazine orsimilar periodical;3[***](iv) in relation to a musical work, any arrangement or transcription of the work; 4[and]4[(v) in relation to any work, any use of such work involving its rearrangement oralteration;]5[(aa) “Appellate Board” means the Appellate Board referred to in section 11;](b) 5[“work of architecture”] means any building or structure having an artistic character or 1 The Act has been extended to Goa, Daman and Diu by Reg. 12 of 1962, sec. 3 and Schedule; to Dadra and Nagar Haveli by Reg.6 of 1963, sec. 2 and the First Schedule; to Pondicherry by Reg. 7 of 1963, sec. 3 and the First Schedule; and brought into force in the Stateof Sikkim (w.e.f. 27-4-1979) : vide notification No. S.O. 226(E), dated 27-4-1979, see Gazette of India, Extraordinary, Part II, sec. 3(ii),p.430.2 Came into force on 21st January, 1958, vide S.R.O No. 269, dated 21st January 1958, see Gazette of India, Extraordinary, Part II, sec. 3,p.167.3 The word “and”omitted by Act 38 of 1994, s. 2 (w.e.f. 10-5-1995).4Ins. by s. 2, ibid. (w.e.f. 10-5-1995).5 Subs. by s.2, ibid. for “architectural work of art” (w.e.f. 10-5-1995).design, or any model for such building or structure;(c) “artistic work” means,—(i) a painting, a sculpture, a drawing (including a diagram, map, chart or plan), an engraving or aphotograph, whether or not any such work possesses artistic quality;(ii) a 1[work of architecture]; and(iii) any other work of artistic craftsmanship;(d) “author” means, —(i) in relation to a literary or dramatic work, the author of the work;(ii) in relation to a musical work, the composer;(iii) in relation to an artistic work other than a photograph, the artist;(iv) in relation to a photograph, the person taking the photograph;2[(v) in relation to a cinematograph film or sound recording, the producer; and(vi) in relation to any literary, dramatic, musical or artistic work which is computer-generated, the personwho causes the work to be created;]3[(dd) “broadcast” means communication to the public—(i) by any means of wireless diffusion, whether in any one or more of the forms of signs, sounds orvisual images; or(ii) by wire,and includes a re-broadcast;](e) “calendar year” means the year commencing on the 1st day of January;4[(f) “cinematograph film” means any work of visual recording 5[***] and includes a sound recordingaccompanying such visual recording and “cinematograph” shall be construed as including any workproduced by any process analogous to cinematography including video films;]6[(fa) “commercial rental” does not include the rental, lease or lending of a lawfully acquired copy of a computerprogramme, sound recording, visual recording or cinematograph film for non-profit purposes by a nonprofit library or non-profit educational institution;Explanation.— For the purposes of this clause, a “non-profit library or non-profit educational institution”means a library or educational institution which receives grants from the Government or exempted frompayment of tax under the Income-tax Act, 1961(43 of 1961).] 1 Subs. by Act 38 of 1994, s. 2, for “architectural work of art” (w.e.f. 10-5-1995).2 Subs. by Act 38 of 1994, s. 2, for sub-clauses (v) and (vi) (w.e.f. 10-5-1995).3Ins. by Act 23 of 1983, s. 3 (w.e.f. 9-8-1984).4 Subs. by Act 38 of 1994, s. 2, for clause (f) (w.e.f. 10-5-1995).5 The words “on any medium produced through a process from which a moving image may be produced by any means” omitted by Act 27of 2012, s. 2(i) (w.e.f. 21-6-2012).6Ins. by s. 2(ii), ibid. (w.e.f. 21-6-2012).1[(ff) “communication to the public” means making any work or performance available for being seen or heard orotherwise enjoyed by the public directly or by any means of display or diffusion other than by issuingphysical copies of it, whether simultaneously or at places and times chosen individually, regardless ofwhether any member of the public actually sees, hears or otherwise enjoys the work or performance somade available.Explanation.— For the purposes of this clause, communication through satellite or cable or any other meansof simultaneous communication to more than one household or place of residence including residentialrooms of any hotel or hostel shall be deemed to be communication to the public;](ffa) “composer”, in relation to a musical work, means the person who composes the music regardless of whetherhe records it in any form of graphical notation;(ffb) “computer” includes any electronic or similar device having information processing capabilities;(ffc) “computer programme” means a set of instructions expressed in words, codes, schemes or in any other form,including a machine readable medium, capable of causing a computer to perform a particular task orachieve a particular result;(ffd) “copyright society” means a society registered under sub-section (3) of section 33;](g) “delivery”, in relation to a lecture, includes delivery by means of any mechanical instrument or by2[broadcast];(h) “dramatic work” includes any piece for recitation, choreographic work or entertainment in dumb show, thescenic arrangement or acting, form of which is fixed in writing or otherwise but does not include acinematograph film;3[(hh) “duplicating equipment” means any mechanical contrivance or device used or intended to be used formaking copies of any work;](i) “engravings” include etchings, lithographs, wood-cuts, prints and other similar works, not beingphotographs;(j) “exclusive licence” means a licence which confers on the licensee or on the licensee and persons authorisedby him, to the exclusion of all other persons (including the owner of the copyright) any rightcomprised in the copyright in a work, and “exclusive licensee” shall be construed accordingly;(k) “Government work” means a work which is made or published by or under the direction or control of—(i) the Government or any department of the Government;(ii) any Legislature in India;(iii) any court, tribunal or other judicial authority in

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Section 1 – THE COPYRIGHT ACT, 1957

THE COPYRIGHT ACT, 1957 / CA Bhuvnesh Goyal / April 9, 2024

Section 1 – THE COPYRIGHT ACT, 1957 Read More »

Powers of Board and Restrictions on Powers of Board

Companies Act 2013 / CA Bhuvnesh Goyal / April 9, 2024

The board of directors is the highest authority in any company. According to Section 179, Companies Act 2013, the power of directors of a company – entitled to make any and all decisions, and thus exercise all the power, which the company has authority to enact. the Companies Act 2013, a Company can exercise its power through a Board of Directors or shareholders. The relationship between the shareholders and the board of directors works as an alliance because the board of directors has some powers that are exercised exclusively by them and also has some powers that can only be exercised with the approval of the shareholders either through an ordinary resolution or a special resolution. Power of Directors POWERS OF BOARD as per section-179(1)- Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do Provided that while exercising such powers or doing such act or thing, the Board shall be subject to the provisions contained in that behalf in 1. Companies Act, 2013 2. Article of Association 3. Memorandum of Association 4. Any regulations not inconsistent therewith and duly made thereunder 5. Regulations made by the company in general meeting Provided further that the Board shall not exercise any power or do any act or thing which is directed or required, whether under. 1. Companies Act, 2013 2. Article of Association 3. Memorandum of Association SEC 179 empowers the board of directors and authorizes them to exercise all these powers, and the board of directors, within the scope of this authority, may perform any act or thing on behalf of the company that the company is authorized to do and act, if: When the board of directors exercises such powers or any such in or matter, it shall be subject to certain provisions contained herein in that representation under the Companies Act, or the memorandum, or articles of association, or some other regulations duly made thereunder and includes also the regulations of the company at their general meeting. This means that the powers vested in the board of directors should be within the limits of the Companies Act, Articles of Association, Memorandum of Association, or any rule or regulation made by the Companies Act or any order made by the company in general meeting.The Board of Directors cannot exercise any power that is inconsistent with the Companies Act, the Articles, the Articles of Association, or any rule or regulation made by the Companies Act or any regulation of the company in general meeting. Nor can the Board of Directors exercise its powers or do any act or thing which is either ordered or required, either by the Companies Act or by the memorandum or articles of association, which can only be done or done by the company at a general meeting of the company. Restriction on powers of Board of Directors SECTION 180 Sell, lease, or otherwise dispose of all or substantially all of the Company’s business, or if the Company owns more than one business, all or substantially all of any such business. If the company wishes to sell, lease or otherwise dispose of (including by mortgage) the whole of the business or a substantial part of the business, it requires the prior approval of the shareholders through a special resolution. Unless the company passes a special resolution for the above transaction, and the purchaser or other person in good faith buys or takes on lease any property without knowing that the company has failed to comply with the law, then the claim of such person against such person’s property shall not be affected thereby. If the company sells or leases real estate in the ordinary course of business, shareholder approval is not required. Any special resolution adopted by the Company for the foregoing transaction may, within the scope of such resolution, set forth such conditions as to the use, disposition, or investment of the proceeds of sale which may arise from the transactions.To otherwise invest in the trust securities the amount of compensation it receives as a result of any merger or amalgamationIf the company has received any amount of compensation as a result of any merger or amalgamation and wants to invest such amount anywhere, the company requires the approval of the shareholders through a special resolution.It may be noted that the approval of the shareholders is not required if the company wants to invest such an amount in trust securities.Borrow money where the money to be borrowed by the company, together with money already borrowed by the company, exceeds the aggregate of its paid-up share capital, free reserves, and securities premium, excluding temporary loans obtained from the company’s bankers in the ordinary course of business:Temporary loans mean loans payable on demand or within six months from the date of the loan, such as short-term, cash credit arrangements, bill discounting and issuance of other short-term loans of a seasonal nature, it does not include loans obtained for financial expenses of a capital nature. If a company wants to borrow money and the amount of money already borrowed plus the amount of money to be borrowed exceeds its paid-up capital, free reserves, and securities premium. In such a case, the company requires the approval of the shareholders through a special resolution. (Amount already borrowed + amount to be borrowed > paid-in share capital, free reserve,s, and securities premium) = a special resolution is required.It can be said that if the money already borrowed and the money to be borrowed is less than the sum of its paid-up share capital, free reserves, and securities premium, a resolution of the board of directors is sufficient and no special resolution needs to be passed.(Amount already borrowed + Amount to be borrowed < paid-up share capital, free reserves, and premiums for securities) = Resolution of the board of directors is sufficient. The acceptance by banking companies of any deposits

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April 2024