Coal India Project
Coal India Project
01. INTRODUCTION 02
15. REFERENCES 21
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INTRODUCTION
The Companies Act, 1956 was a comprehensive legislation enacted in India to regulate the formation,
functioning, and dissolution of companies. It laid down the legal framework for corporate entities, covering
aspects like company registration, management, shareholder rights, and corporate governance. The Act
classified companies into private, public, and government-owned entities while ensuring transparency and
accountability. It also established regulatory bodies like the Registrar of Companies (ROC) and the
Company Law Board (CLB) to oversee compliance. Over time, amendments were made to modernize
corporate laws, ultimately leading to its replacement by the Companies Act, 2013, which aligned with
global practices.
The Companies Act, 1956 was enacted with the objective to consolidate and amend the law relating to
companies and certain other associations, had been in force for about 55 years, and had undergone several
amendments. However, a need was felt to enact a new legislation to meet the changed national and growth
of economy. For this purpose, the Companies Bill, 2009 was introduced in the parliament. Subsequent to its
introduction, the central government received several suggestions for amendments in the said bill. The
Parliament Standing Committee on Finance also made numerous recommendations. In view of the many
proposed amendments to the Companies Bill, 2009 arising out of the recommendations of the Parliament
Standing Committee on Finance and suggestions of various stakeholders, the central government withdrew
the Companies Bill, 2009. Incorporating the recommendations of the Parliament Standing Committee on
Finance and suggestions of all stake holders the Companies Bill, 2012 was introduced in the Parliament.
The Companies Act, 2013 is a landmark legislation in India that replaced the Companies Act, 1956,
introducing significant reforms to improve corporate governance, transparency, and ease of doing business.
Enacted by the Ministry of Corporate Affairs (MCA), the Act was designed to align with global best
practices and promote investor protection while fostering economic growth.
The Act applies to all types of companies, including private, public, and one-person companies (OPCs).
It introduced key provisions such as corporate social responsibility (CSR), stricter compliance
requirements, enhanced roles of independent directors, and improved accountability of auditors. It
also established the National Company Law Tribunal (NCLT) and National Company Law Appellate
Tribunal (NCLAT) for faster resolution of corporate disputes.
The Companies Act, 2013 emphasizes corporate governance by making board composition, disclosure
norms, and financial reporting more stringent. It simplifies company registration, allows electronic filing
of documents, and enhances creditor and minority shareholder protection.
With amendments over the years, the Act continues to evolve, ensuring a dynamic regulatory framework
that balances corporate flexibility with accountability. It plays a crucial role in India's corporate sector,
promoting ethical business practices and investor confidence in the economy.
The Satyam Scam, often referred to as "India’s Enron," was one of the biggest corporate frauds in Indian
history. It came to light in January 2009 when B. Ramalinga Raju, the chairman of Satyam Computer
Services Ltd., confessed to manipulating the company’s financial statements for years. The scam, which
amounted to around ₹7,136 crores (approximately $1.5 billion), exposed severe flaws in corporate
governance, auditing, and regulatory oversight in India.
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Satyam Computers was one of India’s leading IT service providers, catering to global clients. The
company’s stocks were highly valued, and it was considered a top-tier IT firm. However, in December
2008, Satyam attempted to acquire Maytas Infra and Maytas Properties, two firms owned by Raju’s
family. The move triggered investor suspicion, leading to a drastic fall in Satyam’s share price. This
prompted further scrutiny, eventually leading to Raju’s shocking confession.
Ramalinga Raju, in a letter to the Securities and Exchange Board of India (SEBI) and other regulatory
authorities, admitted to manipulating the company’s financial records by:
1. Inflating revenue and profits to show higher growth and attract investors.
2. Forging bank statements to reflect non-existent cash reserves.
3. Falsifying invoices and accounts receivables to exaggerate earnings.
4. Underreporting liabilities to create a misleading financial position.
Raju admitted that the fraud had continued for several years and had become so massive that reversing it
was impossible. He claimed that he initially started small but had to continue manipulating figures to
maintain investor confidence.
Following Raju’s confession, he, along with several company executives, was arrested by the Central
Bureau of Investigation (CBI) under charges of fraud, forgery, cheating, and breach of trust. Several
regulatory agencies, including SEBI, the Ministry of Corporate Affairs, and the Serious Fraud
Investigation Office (SFIO), conducted investigations.
The Satyam scandal led to major corporate governance reforms in India, including:
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NAME AND CIN OF THE COMPANY
NAME OF THE COMPANY:
COAL INDIA LIMITED GOVERNMENT OF INDIA UNDERTAKING
The Name Clause of the Memorandum of Association defines the name of the company which should not be
identified/resemble the name of any existing company. If a company is a private company then it should
have the word “PRIVATE LIMITED”, at the end & in case of a public company it should add the word
“LIMITED”, at the end of its name. (Sec 4 read with Schedule 1 of Companies Act, 2013)
For Example: ABC pvt ltd (Private Company) or ABC ltd (Public company)
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REGISTERED OFFICE
REGISTERED OFFICE OF COAL INDIA LIMITED:
COAL BHAWAN, PREMISES NO.-O4-MAR, PLOT-AF-III, ACTION AREA-1A, NEW TOWN,
RAJARHAT, Kolkata, KOLKATA, WEST BENGAL, INDIA-700156.
ROC (REGISTRAR OF COMPANY) – ROC, KOLKATA
RD (REGIONAL DIRECTOR) – RD, EASTERN REGION
Section 12 of Companies Act, 2013 provides about the Registered office of the Company. It lays down
provisions regarding the registered office of a company in India. It specifies the requirements for
establishing and maintaining the registered office, as well as the legal implications of non-compliance.
(1) Establishment of Registered Office
A company shall, within thirty days of its incorporation, and at all times thereafter, have a registered office
capable of receiving and acknowledging all communications and notices as may be addressed to it.
The company shall furnish to the Registrar of Companies (ROC) verification of its registered office within a
period of thirty days of its incorporation in such manner as may be prescribed.
The company shall give notice to the Registrar of Companies (ROC) of any change in the registered office
address within thirty days of such change, in such manner as may be prescribed.
If a company wants to change its registered office from one jurisdiction of a ROC to another, it shall:
(a) Obtain approval of the Regional Director (Central Government).
(b) Apply in the prescribed manner to the ROC for such change.
(c) The confirmation of the Regional Director shall be communicated within 30 days from the date of
application.
(d) The company must file the confirmation with the ROC within 60 days of the order.
If a company fails to maintain a registered office or does not notify the ROC of a change, the ROC may
conduct a physical verification of the registered office and take necessary action as per rules.
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(7) Physical Verification by ROC
If the ROC has reasonable cause to believe that a company is not carrying out business from the registered
office, it may physically verify the premises and if found non-existent, take action to strike off the
company’s name from the register.
The company shall be liable to a penalty of ₹1,000 for each day during which the default continues,
subject to a maximum of ₹1,00,000.
Every officer in default (such as directors) shall be liable to a penalty of ₹50,000.
If the registrar has reasonable cause to believe that the company is not carrying on any business or
operations, he may cause a physical verification of the registered office of the company in such manner as
may be prescribed and if any default is found to be made in complying with the requirements of sub-section
(1), he may without prejudice to the provisions of sub-section (8) initiate action for the removal of the name
of the company from the register of the companies as prescribed under Chapter XVIII of Companies Act,
2013.
The Registered Office Clause of the Memorandum of Association defines the name of the state in which the
registered office of the company is situated. This helps to decide the jurisdiction of the ROC. It is also called
the situation office clause.
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DATE OF INCORPORATION
DATE OF INCORPORATION OF COAL INDIA LIMITED:
JUNE 14TH, 1973 (14/06/1973)
The Date of Incorporation of a company refers to the official date on which the company is registered and
comes into legal existence. Under the Companies Act, 2013, the relevant sections governing the
incorporation of a company include:
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CATEGORY OF COMPANY
CATEGORY OF COAL INDIA:
COAL INDIA LIMITED IS A COMPANY LIMITED BY SHARES
The Companies Act, 2013 provides three types of category of a company on the basis of members liability,
namely-
1. COMPANY LIMITED BY SHARES – Section 2(22) of Companies Act, 2013 defines Company
limited by shares. It provides that a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares respectively held by them. A Company
Limited by Shares is the most common type of company in India. In this structure, the liability of
shareholders is limited to the amount unpaid on their shares. If the company incurs losses or is
wound up, members are only liable to pay the unpaid portion of their shares, and their personal assets
remain protected.
Key Features:
Key Features:
3. UNLIMITED COMPANY – Section 2(92) of Companies Act, 2013 defines Unlimited Company. It
provides that a company not having any limit on the liability of its members. An Unlimited Company
does not limit members' liability. In case of losses, members are personally responsible for covering
debts, even beyond their initial investment. This type of company is rare due to the high financial
risk involved.
Key Features:
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SUB-CATEGORY OF A COMOPANY
SUB-CATEGORYOF A COAL INDIA LIMITED:
COAL INDIA LIMITED IS A SUB CATEGORY OF UNION GOVERNMENT COMPANY
The Companies Act, 2013 provides 2 types of sub-category of a company on the basis of control, namely-
1. GOVERNMENT COMPANY – Section 2(45) of Companies Act, 2013 defines the
government company. It provides that any company in which not less than fifty-one per cent
of the paid-up share capital is help by the central government, or by any state government or
governments, or partly by the central government and partly by one or more state
governments, and includes a company which us a subsidiary company of such a government
company.
For example: Coal India Limited, BHEL, ONGC, SAIL, etc.
2. NON-GOVERNMENT COMPANY – A Non-Government Company refers to any company
that is not owned (51% or more) by the government. This category covers most Private
Sector Companies and Public Companies that do not meet the ownership criteria of a
Government Company.
For example: Tata Consultancy Services (TCS), Infosys, Reliance Industries, etc.
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CLASS COMPANY
CLASS COMPANY OF COAL INDIA LIMITED:
COAL INDIA IS A PUBLIC LIMITED COMPANY
The Companies Act, 2013 provides three types class company on the basis of membership, namely-
1. PUBLIC COMPANY – Section 2(71) provides a clear definition of public company. It means
a company which is: (i) Not a private company, (ii) Must be having a minimum paid-up share
capital as 5 lacs, (iii) Subsidiary of public company shall be deemed to be a public company,
(iv) Shares of public company are freely transferable, (v) Minimum members required is 7,
whereas, maximum members have no limit, and (vi) minimum directors to be appointed is 3
with a maximum of 15 directors as provided in section 149(1).
For example: Reliance Industries, Tata Steel Limited, etc.
2. PRIVATE COMPANY – Section 2(68) provides a clear definition of a private company. It
means a company having a minimum paid-up share capital as may be prescribed & which by
its articles: (i) Restricts its rights to transfer its shares, (ii) Prohibits any invitation to the
public to subscribe for any securities of the company, (iii) Minimum members required to
create a private company is 2 or more person whereas maximum no. of members shall be 200
members as prescribed by section 3(1) of Companies Act, 2013, & (iv) A private company
shall have minimum 2 directors with a maximum limit of 15 directors as provided in section
149(1).
For example: Infosys, etc
3. ONE PERSON COMPANY (OPC) – Section 2(62) provides a clear definition of OPC or
ONE PERSON COMPANY. In case of OPC only one member is required to be appointed as
the member of the company. The same person acts as a director of the company. It is a type of
private company.
For example: Flipkart & Lifestyle.
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AUTHORISED SHARE CAPITAL
AUTHORISED SHARE CAPITAL OF COAL INDIA LIMITED:
Rs. 89,04,18,00,000/-
Section 2(8) of Companies Act, 2013 provides the definition of authorised share capital. Authorised share
capital or registered share capital or nominal share capital are such capital that is authorised by
memorandum of a company to be the maximum amount of share capital of the company. The authorised
share capital of a company is mention in the capital clause of the Memorandum of Associations. The clause
in the MOA also explains the division of such capital amount into the number of shares of a fixed amount
each.
For example: 10,000 shares @ Rs. 100/- each (Rs. 10,00,000/-)
Key Points:
A company cannot issue shares exceeding its authorised capital unless it alters its MOA to increase the
authorised share capital. The procedure for increasing the authorised share capital is provided under Sections
61 to 64 of the Companies Act, 2013. As per Section 61(1)(a), a limited company having a share capital
may, if authorised by its Articles of Association, increase its share capital by altering the capital clause of its
MOA, subject to approval by shareholders through an ordinary resolution in a general meeting.
Additionally, the increase in authorised share capital requires filing of Form SH-7 with the Registrar of
Companies (ROC) along with prescribed fees. Authorised share capital determines the upper limit for
issuing equity and preference shares and helps plan future capital requirements.
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PAID-UP SHARE CAPITAL
PAID-UP SHARE CAPITAL OF COAL INDIA LIMITED:
RS. 61,62,73,00,000/-
Section 2(64) provides the definition of paid-up share capital. Paid-up share capital is such an aggregate
amount of money credited as paid-up. It is the total amount which has been paid by the investors.
Paid-up share capital is an important part of a company's equity and reflects the actual funds available from
shareholders' contributions, which the company can use for its operations and growth. It is a subset of
authorised share capital, and a company cannot have paid-up capital exceeding its authorised capital.
As per Section 10(2) of the Companies Act, 2013, once the shares are allotted and paid for, they become
binding on the shareholders, and the amount paid becomes part of the company’s paid-up capital. The paid-
up capital is disclosed in the company's financial statements and is a critical indicator of the company’s net
worth and financial stability.
Under Section 96, every company (except a One Person Company) is required to hold an Annual General
Meeting (AGM), where details about the share capital, including the paid-up capital, are typically discussed
and presented.
Further, as per the amendments made in the Companies (Amendment) Act, 2015, the requirement of a
minimum paid-up share capital of ₹1 lakh for private companies and ₹5 lakh for public companies was
removed, allowing companies to be incorporated with any amount of paid-up capital as may be decided by
the promoters.
For any increase in paid-up share capital (through further issue of shares), companies must comply with
Section 62 of the Act and file necessary forms like PAS-3 with the Registrar of Companies (ROC).
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ANNUAL GENERAL MEETING
Last Annual General Meeting of Coal India Limited:
Coal India held its last AGM on August 21st, 2024 (21/08/2024)
Section 96 of Companies Act, 2013 provides every company other than OPC is required to hold an AGM
every year. There are two types of business that are transacted at an AGM, namely- (i) Ordinary Business &
(ii) Special Business.
Ordinary Business- At an AGM ordinary business are (i) Consideration of financial statement, (ii) Approval
of Board & Auditors reports, (iii) Declaration of Dividend, & (iv) Appointment of Directors & Auditors.
Whereas, any other item of business, which is not ordinary business is referred to as special business.
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BALANCE SHEET
Last Balance Sheet Date of Coal India Limited:
Coal India Limited filed its last balance sheet on March 31st, 2024 (31/03/2024)
A Balance Sheet is a mandatory financial statement that presents the financial position of a company at a
specific date. As per Section 129 of the Companies Act, 2013, every company must prepare a true and fair
view of its financial position following the prescribed format and accounting standards.
Legal Framework: According to Schedule III of the Companies Act, 2013, the balance sheet must be
prepared in a vertical format, classifying items into specific heads for standardization and transparency.
Purpose: The balance sheet ensures compliance with Section 129 and reflects a company's solvency and
financial stability. It aids shareholders, investors, and regulators in evaluating the financial standing and
governance of the company.
Filing Requirement: As per Section 137, companies must file the balance sheet with the Registrar of
Companies (ROC) within 30 days of the Annual General Meeting (AGM).
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DIRECTORS OF THE COMPANY
Directors of Coal India Limited are:
S.N DATE OF
DIN/PAN NAME DESIGNATION
. APPOINTMENT
Whole-Time
01. 03636743 Vinay Ranjan 28/07/2021
Director
Whole-Time
02. 09015566 Debasish Nanda 11/07/2022
Director
03. 09204338 Nirupama Kotru Nominee Director 15/06/2021
Whole-Time
04. 07532479 Mukesh Choudhary 23/12/2022
Director
05. *****6053E Bijay Prakash Dubey Company Secretary 21/10/2022
Section 2(34) defines the directors, which means a person appointed to the board of a company. Section
2(10) defines the Board of Directors, which means collective body of directors of the company. Directors
are the individuals who are incharge & manages day to day affairs of the company, where a company needs
to have one director, then the total no. of directors are termed as Board of Directors (BOD) of the company.
DIN is a unique identification number allotted by the ministry of corporate affairs, to any individual willing
to be appointed as a director of a company. DIN is specific to a person which means even if he is director in
2 or more companies, he has to obtain only one DIN.
TYPES OF DIRECTORS:
1. First Directors (Section 152) – It provides that any person appoint as directors at the time of
incorporation of the company, shall be termed as 1 st director, where, there is no provision made in
AOA of the company for appointment of 1 st director shall be deemed to be the 1 st directors of the
company.
2. Resident Directors (Section 149(3)) – It provides that every company shall have 1 director who has
stayed in India for a total period of not less than 182 days during the financial year.
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3. Women Directors (Section 149(1) read with Rule 3 of Companies (Appointment & Qualification of
Directors) Rules, 2014) – Following class of companies must have at least 1 women director (i) All
listed companies, & (ii) Public company with paid-up share capital of 100 Cr or more or with turn
over of 300 Cr or more.
4. Small Shareholder Director (Section 151) – It provides a listed company may have one director
elected by small shareholders. Small shareholder means a shareholder holding of nominal value of
not more than Rs.20,000/-.
5. Independent Director (Section 149(2)) – It is a director other than managing director, whole time
director or a nominee director who have knowledge & expertise in a particular area. Independent
director must not have pecuniary benefit from the company. As per Section 149(4) of Companies
Act, 2013, every listed public company must have atleast 1/3 rd of total no. of directors as independent
director.
6. Nominee Director (Section 149(7) & Section 161(3) – Nominee Director is a director nominated by
any bank or by any institution in pursuance of provisions of any law or under any agreement or by
state government/ central government.
7. Additional Director (Section 161(1)) – The Board of Directors can appoint an additional director if
authorised by AOA of company. Additional Directors also known as rotational Directors. He holds
office only upto the date of next AGM or the last date on which AGM should have been held, which
ever is earlier.
8. Alternate Director (Section 161(2)) – When a director of the company is not in India for more than 3
months then an alternate director can be appointed on the behalf of the original director.
9. Casual Vacancy Director (Section 161(4)) – Casual Vacancy means vacancy in the office due to
reasons of death, resignation, disqualification & removal. Any vacancy arriving in the office of
directors shall be considered as vacancy. A director appointed to fill such vacancy is known as casual
vacancy director. He shall hold office only upto the date to which director in whose place he is
appointed, would have held office if he had not vacated.
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INDEX OF CHARGES
INDEX OF CHARGES OF COAL INDIA LIMITED:
Under the Companies Act, 2013, a charge (Section 2(16)) refers to an interest or lien created on a company's
property or assets as security for the repayment of a loan or the performance of any obligation. Charges help
secure creditors by providing them rights over specific assets in case of default.
Types of Charges:
1. Fixed Charge: A charge on specific, identifiable assets that do not change frequently (e.g., land,
machinery).
2. Floating Charge: A general charge over a class of changing assets (e.g., stock, debtors), which
becomes fixed upon crystallization (such as liquidation).
Section 77: Mandatory registration of charges with the Registrar of Companies (ROC) within 30
days of creation. The ROC may extend this period on payment of additional fees.
Section 78: If the company fails to register a charge, the charge-holder (like a bank) can apply to the
ROC for registration.
Section 79: Conditions and procedures relating to the registration of charges.
Section 80: Non-registration of a charge makes it void against the liquidator and other creditors.
xSection 81: Any modification in the terms of a charge must also be registered with the ROC.
Section 82: Satisfaction of charge (when a loan is repaid) must be intimated to the ROC within 30
days.
Section 83: ROC’s authority to mark a charge as satisfied upon verification.
Section 84: Company must provide a certificate of registration of charge to the charge-holder.
Section 85: Every company must maintain a Register of Charges at its registered office.
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CORPORATE SOCIAL RESPONSIBILITY
CSR OF COAL INDIA LIMITED IS AS FOLLOWS:
Introduction
Coal India Limited (CIL) has integrated Corporate Social Responsibility (CSR) as a strategic tool for
sustainable growth, aligning it with government initiatives for social development. CSR at CIL involves
both fund investments in social activities and the integration of business processes with community welfare
initiatives.
Objectives of the CSR Policy
Ensure CSR becomes a key business process for societal development.
Enhance social and environmental welfare measures related to coal mining.
Focus on the upliftment of project-affected and underprivileged communities.
CSR Fund Allocation
CSR funds are allocated based on the following criteria:
1. For Subsidiaries of CIL
o Higher of:
2% of the average net profit of the last three financial years.
₹2 per tonne of coal produced in the preceding financial year.
2. For CIL Headquarters (HQ)
o Higher of:
2% of CIL’s (standalone) average net profit of the last three financial years.
₹2 per tonne of coal produced by profitable subsidiaries in the preceding year.
3. Unspent or Excess Funds
o Managed according to statutory provisions.
CSR Project Allocation and Implementation
1. Geographical Coverage
o 80% of CSR funds are utilized within a 25 km radius of mines/project areas.
o 20% is allocated to the state(s) where CIL operates.
o In special cases, subsidiaries may adjust this ratio with board approval.
2. Key CSR Areas as per Schedule VII of the Companies Act
o Education, healthcare, and sanitation.
o Rural and infrastructure development.
o Environmental sustainability.
o Skill development and livelihood enhancement.
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3. Approval of CSR Projects
o Subsidiaries:
Up to ₹5 lakh: Approved by Area General Managers.
₹5 lakh - ₹1 crore: CMD of the subsidiary company.
₹1 crore - ₹5 crore: CSR committee of the subsidiary board.
Above ₹5 crore: Subsidiary Board approval required.
o CIL HQ:
Up to ₹1 crore: Director (P&IR), CIL.
₹1 crore - ₹2.5 crore: Chairman, CIL.
₹2.5 crore - ₹10 crore: CSR Committee of CIL Board.
Above ₹10 crore: CIL Board approval required.
CSR Fund Allocation - Graphical Representation
I will now generate a bar graph depicting the fund allocation based on different CSR areas.
Here is the bar graph representing the allocation of CSR funds by Coal India Limited across different areas.
The funds are distributed among education & skill development, healthcare & sanitation, rural development,
environmental sustainability, livelihood & welfare, and infrastructure development.
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REFERENCE
1. Master Data Services, m3:
https://www.mca.gov.in/content/mca/global/en/mca/master-data/MDS/company-master-info.html#
4. https://www.coalindia.in/departments/csr/
5. https://www.coalindia.in/
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