Companies Act

790

कंपनी Return फाइल करने के लिए नई स्कीम क्या है – बिना लेट फीस के साथ फाइल करे कंपनी की return

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  • क्या है यह कंपनी फ्रेश स्टार्ट स्कीम – 2020 (CFSS-2020) में :

कंपनी फ्रेश स्टार्ट स्कीम -2020 ROC / MCA के साथ E फॉर्म भरने के लिए अतिरिक्त शुल्क के भुगतान के लिए छूट के लिए है और अभियोजन के लॉन्च से प्रतिरक्षा या जुर्माना लगाने की कार्यवाही

  • कौन कौन से फॉर्म करे सकते है फाइल :
  • कंपनियों जो वार्षिक Return और आरओसी / एमसीए यानी फार्म एओसी -4, एओसी-4 एक्सबीआरएल, एओसी-4 सीएफएस के लिए वित्तीय विवरण दर्ज नहीं करवाई हैलिए,फार्म MGT-7
  • कंपनियों जो किसी भी ई फार्म कि करने के लिए दायर किया जाना आवश्यक है नहीं दर्ज कराई है आरओसी / एमसीए और दायर नहीं अर्थात फॉर्म एमजीटी -14, एडीटी -1, फॉर्म डीपीटी -3, फॉर्म डीआईआर -12, फॉर्म 20 ए, आईएनसी 22
  • अवधि जिसके लिए रिटर्न सीएफएसएस-2020 के तहत तक दाखिल किया जा सकता है।
  • 01-04-2020 से 30-09-2020
  • शुल्क दस्तावेज दाखिल करने के लिए देय
  • सामान्य फाइलिंग शुल्क
  • क्या है फॉर्म सीएफएसएस -2020
  • ई फॉर्म
  • आवश्यक हैएमसीए के साथ दायर किया जाना चाहिए
  • योजना के अंत के बाद6 महीने के भीतर
  • ई फॉर्म सीएफएसएस -2020 के लिए कोई फाइलिंग शुल्क सीएफएसएस की-
  • कंपनी जो इस स्कीम का लाभ नहीं ले सकती :
  • कंपनी Strike off के तहत बंद
  • Strike off कंपनियों
  • प्रसुप्त कंपनियोंकी स्थिति प्राप्त करने के लिए दायर आवेदन
  • लुप्त कंपनियों
  • फोrm एसएच 7 अधिकृत में वृद्धि के लिए शेयर पूंजी
  • फार्म CHG -1, CHG -4, CHG -8, CHG-9 का शुल्कसे संबंधित
  • निष्क्रिय कंपनियों को क्या करना होगा :

–

  • Dormant कंपनी की स्थिति प्राप्त करने के लिए आवेदन
  • कंपनी जिसका नाम स्ट्राइक ऑफ के लिय आवेदन करना
  • आरओसी / एमसीए द्वारा एक्शन :
  • यदि लंबित रिटर्न / दस्तावेजदाखिल नहीं किए जाते हैं तो
  • एमसीए / आरओसीकंपनी अधिनियम, 2013 के प्रावधानों के अनुसार कार्रवाई करेंगे जो बहुत ही उच्च दंड का प्रावधान करता है
729

How to Make Application for Obtaining Status of Dormant Company

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Meaning of Dormant Company

A Company which is formed and registered under Companies Act for a future project or to hold an asset or intellectual property and has no significance accounting transaction, such a company is an inactive company may make an application to application to Registrar of Companies for obtaining status of dormant Company.

Inactive Company – Means a Company which has not been carrying on any business or operation or has not made any significant accounting transition during the last 2 financial year or has not filed financial statements and annual return during the last two financial years.

Significance Accounting Transaction-   Means any Transition Other than :

  • Payment of Fee by a Company to Registrar
  • payment made by it to fulfill the requirements of Companies Act or other laws
  • Allotment of shares
  • payment for maintenance of its office and records

Application for Obtaining Status of Dormant Company :

#Obtaining Digital Signature Certificate (DSC) of any Director

# Pass Board Resolution for authorizing a Director to make application to ROC for obtaining status of dormant company

#Pass Special Resolution at EGM for authorization for obtaining status of dormant Company

#File MGT-14 to ROC for Special Resolution

#File MSC 1 for application to ROC for Obtaining the status of dormant Company

 

Mandatory Documents to be attached with form MSC 1: 

  • Copy of Resolution Authorizing application
  • Copy of Special Resolution
  • Auditors Certificate
  • Statement of Affairs duly certified by Auditor
  • Consent of Lender , if any loan is outstanding
  • Certificate Regarding No Dispute in the Management or Ownership
  • NOC from Regulators , if company is regulated by such authority

 

1

Procedure for making Contribution to Charitable Funds

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Companies Contributing to Charitable and other funds may do so by following the rules laid down under the Companies.

The Board of Directors of a Company may Contribute to bona fide charitable and other funds up to 5% of its Average net profits for the 3 immediately preceding financial years.

If Contribution is more than 5% prior permission of the Company in General Meeting is required.

Procedure for making Contribution to Charitable Funds :

#Notice of Board Meeting –

Draft a Notice Convening a Board Meeting along with Necessary Resolutions

#Conducting Board Meeting –

Pass Resolution regarding making contribution to the charitable funds, if Contribution is in excess of 5% of average net profits , also make necessary procedure regarding holding EGM of the Company for approval of Members.

#Notice of EGM

Send Notice of EGM to members of the Company

 #Hold EGM and Pass Ordinary Resolution

 #File form MGT-14 to ROC under Section 117 of the Companies Act, 2013

 

 

 

 

1

Issue of Share at Discount

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Section 53 of the Companies Act, 2013, prohibits a company to issue shares at discount except in the case of issue of sweat equity shares. Any shares issued by a Company at a discounted price shall be void.

Where a company contravenes the provisions of section 53, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer in default shall be punishable with imprisonment for a term of which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

 

740

Procedure For Incorporation Of Subsidiary Company Of An Existing Company

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Procedure For Incorporation Of Subsidiary Company Of An Existing Company

As per provisions of Section 2(87) of the Companies Act, 2013, “Subsidiary Company” or “subsidiary”, in relation to any other company (that is to say the holding company), means a company in which the holding company –
(i) controls the composition of the Board of Directors; or

(ii) exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies:

As per provisions of the Act, in order to make the proposed company, CD Ltd., a subsidiary of the existing
company, AB Ltd., AB Ltd. must control the composition of the Board of Directors of CD Ltd. or it must exercise or control more than half of the total Share Capital in CD Ltd.
Keeping the above provisions in view, CD Limited shall become a subsidiary of AB Ltd. by a legal fiction and no separate application for registration of the subsidiary is required.
Section 186(1) prohibits a company to make investment through more than two layers of investment companies.

 

Important Points :

  1. The New Company Should be formed as such that the existing company must subscribes more than half of share capital of the Company
  2. Incorporation Procedure will remain same as Normal Company.
0

Private Limited Company Annual ROC And Tax Filing for Financial Year 2017-18

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Private Limited Company is required to make various legal and tax related filings as par Companies Act and Income Tax Act every year mandatory, even Private Limited Companies having zero turnover are required to file its Income Tax Return to Income Tax Department and Financial Statement and Annual Return to Registrar of Companies, Private Limited Company is also required to appoint Chartered Account within 30 days of its Incorporation  and there at First Annual General meeting of the company for a period of five years as Statutory Auditor to audit the Accounts of the company.

Every Private Limited Company is required to maintain books of accounts either in electronic form or physical and all the documents including vouchers, invoices  of all the financial transitions for the period of eight years.

Private Limited Companies are required to maintain various registers of its Members, Share Transfers, Directors, Charges, Debenture Holders etc

Process for Private Limited Company Annual ROC and Tax Filings for Financial year 2017-18

  1. Finalization of Accounts of the Company : Director of the Company are required to Finalize the Accounts as soon as  financial year get end for the purpose of audit of accounts.
  2. Audit of Accounts : Statutory Auditor will audit the Accounts and will issue audit report in  respect of financial Statements.
  3. Finalization of Directors Report – Directors of the company are required to prepare and approve the Directors report.
  4. Issue of notice for holding Annual General Meeting : Every Private Limited is required to hold its shareholders meeting for each year within 6 months form the end of Financial year, first annual general meeting of the company may be held within 9 months form the date date of end of financial year.
  5. Holding Annual General Meeting
  6. Filing of form ADT-1 for appointment of statutory auditors at first annual general meeting of the company for a period of 5 years, auditor can also be reappointment at next Annual General Meeting after end of 5th AGM. Form ADT-1 is required to filed within 15 days form the date of AGM
  7. Filing of Form AOC-4 – Form AOC-4 is required to be filed within 30 days form the date of Annual General Meeting of the Company. Financial statement including Directors Report is required to attached with Form AOC-4 and this form is required to be certified by Practicing Professional Company Secretary, Chartered Accountant or Cost Accountant. Non Filing of e Form will attract additional fee of Rs. 100 every day.
  8. Filing of form MGT-7-  Form MGT-7 is required to be filed within 60 days of Annual General Meeting of the Company, List of Shareholders and Directors information is basically given in Annual Return. Non- filing will attract additional Fee of Rs. 100 per day.
  9. Filing of income Tax Return : Last date for filing Income Tax return  is 30th September.

Directors KYC : Every Director of the Company is required to file e form DIR-3 KYC upto 30th April Every year, in year 2018 this form can be filled upto 30th August 2018 without any fee and Rs. 5000 is payable after due date.

 

Complete your Company Filings with Fastlegal , Please email us your requirements at mail@fastlegal.in  or Place your request.

Call us at 9782280098

 

0

Form DIR-3 KYC Mandatory Required to be Filed on or Before 30th April Year Every Year

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As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through the eform DIR-3 KYC. Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August,2018.

eForm DIR-3 KYC is required to be filed pursuant to Rule 12A and Rule 11(2) and (3) of The Companies (Appointment and Qualification of Directors) Rules, 2014 which is reproduced for your reference.

Rule 12A:
Every individual who has been allotted a Director Identification Number (DIN) as on 31st march of a financial year as per these rules shall, submit e-form DIR-3-KYC to the Central Government on or before 30th April of immediate next financial year.

Provided that every individual who has already been allotted a Director Identification Number (DIN) as at
31st March, 2018, shall submit eform DIR-3 KYC on or before 31st August, 2018.”

Rule 11(2):
The Central Government or Regional Director (Northern Region), or any officer authorised by the Central Government or Regional Director (Northern Region) shall, deactivate the Director Identification Number (DIN), of an individual who does not intimate his particulars in e-form DIR-3-KYC within stipulated time in accordance with rule 12A.

Rule 11(3):
The de-activated DIN shall be re-activated only after e-form DIR-3-KYC is filed along with fee as prescribed under Companies (Registration Offices and Fees) Rules, 2014.

Documents and Information Required for Filing the E form:

  1. Copy of Aadhar Card
  2. Copy of Present Address Proof – Bank Statement/ Utility Bill in the name of Individual
  3. Copy of Passport – If Individual Director have Valid Passport
  4. Personal Mobile No
  5. Personal Email Id
  6. Digital Signature of Individual

Personal Mobile and Email OTP Verification Mandatory while filing the Form DIR-3KYC 

Professional Certification Mandatory for DIR-3KYC eForm.

 

Fastlegal Provides E Form DIR-3 KYC Filing Services – Please connect at mail@fastlegal.in or call at 9782280098

 

748

Reporting of Fraud by Auditor Under Companies Act, 2013

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Reporting of Fraud and Other Matters by Auditor, Cost Auditor and Secretarial Auditor  

#1: Amount of Fraud is more than One Crore Rupees and Above :

If an auditor of a company, in the course of the performance of his duties as statutory auditor, has reason to believe that an offence of fraud, which involves or is expected to involve individually an amount of rupees one crore or above, is being or has been committed against the company by its officers or employees, the auditor shall report the matter to the Central Government.

  • Manner of Reporting of Fraud to Central Government: 

The auditor shall report the matter to the Central Government as under:-

(a) the auditor shall report the matter to the Board or the Audit Committee, as the case may be, immediately but not later than two days of his knowledge of the fraud, seeking their reply or observations within forty-five days;

(b) on receipt of such reply or observations, the auditor shall forward his report and the reply or observations of the Board or the Audit Committee along with his comments (on such reply or observations of the Board or the Audit Committee) to the Central Government within fifteen days from the date of receipt of such reply or observations;

(c) in case the auditor fails to get any reply or observations from the Board or the Audit Committee within the stipulated period of forty-five days, he shall forward his report to the Central Government along with a note containing the details of his report that was earlier forwarded to the Board or the Audit Committee for which he has not received any reply or observations;

  • Where Report of Fraud is required to be sent :

(d) the report shall be sent to the Secretary, Ministry of Corporate Affairs in a sealed cover by Registered Post with Acknowledgement Due or by Speed Post followed by an e-mail in confirmation of the same;

(e) the report shall be on the letter-head of the auditor containing postal address, e-mail address and contact telephone number or mobile number and be signed by the auditor with his seal and shall indicate his Membership Number; and

(f) The report shall be in the form of a statement as specified in Form ADT-4.

 

#2: Amount of Fraud is less than One Crore Rupees :

In case of a fraud involving lesser than the Rs.1 Crore, the auditor shall report the matter to Audit Committee constituted under section 177 of the Companies Act, 2013 or to the Board immediately but not later than two days of his knowledge of the fraud and he shall report the matter specifying the following:-

(a) Nature of Fraud with description;

(b) Approximate amount involved; and

(c) Parties involved.

 

Disclouser of Fraud in Board Report : 

The following details of each of the fraud reported to the Audit Committee or the Board under sub-rule (3) during the year shall be disclosed in the Board’s Report:-

(a) Nature of Fraud with description;

(b) Approximate Amount involved;

(c) Parties involved, if remedial action not taken; and

(d) Remedial actions taken.

The provision of this rule shall also apply, mutatis mutandis, to a Cost Auditor and a Secretarial Auditor during the performance of his duties under section 148and section 204 respectively.

 

1,092

Board Resolution for Proposing Director for Allotment of Director Identification Number (DIN) in Company

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RESOLVED THAT Director of the company proposes Mr. ____________________ to appoint as the Director of the company.”
“FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.

Certified to be true.

1,598

Meaning of Associate Company as per Companies Act,2013

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What is Associate Company?

Before we address the above question, let us analyse the definition of Associate Company given in Section 2(6) of Companies Act, 2013:

“Associate company”, in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.

Explanation. – For the purposes of this clause, ―”significant influence” means control of at least twenty per cent. of total share capital, or of business decisions under an agreement.

Before going further we should first understand the meaning of term “control” used in the above explanation provided under the Act.

As per section 2(27) of Companies Act, 2013 the term control means and shall include:

“Control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

After understanding the term control and reading the definition and explanation provided in Companies Act, 2013 it may be concluded that following conditions must be fulfilled by a Company for becoming Associate Company of another Company:

  1. The Company controls twenty percent of total share capital of another Company: If any company controls twenty percent of total share capital of another company by any mean, even if the company directly not holding shareholding in another company but having a control over twenty percent shareholding of another company will be an associate company for another company.

Example: Let us assume 2 companies A Private Limited & B Private Limited. Below are assumptive list of shareholders of both the Companies.

 List of Shareholders of A Private Limited:

 

S.No. Name of Shareholder % of Share Held
1 B Private Limited 21
2 C Private Limted 18
3 D Private Limted 17

List of Shareholders of B Private Limited:

 

S.No. Name of Shareholder % of Share Held
1 Mr. S 21
2 Mr. Y 18
3 Mr. Z 17

 

By analysing the above list of shareholders of both the companies, the questions arises that which company is an associate company for another company?

The answer is obviously A Private Limited is an Associate Company for B Private Limited as B Private Limited is holding 21% Shares of A Private Limited.

  1. The Company has a joint venture with another company or both the companies are joint venture companies: International Accounting Standard 28 (IAS 28) defines a joint venture as “A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.”

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

  1. The company controls business decisions of another company under an agreement: when a company have control over business decisions of another company by an oral or written agreement in such a situation that company is an associate company for the company controlling business decisions of another company.

 

What additional compliances/restrictions are applicable if my Company has an Associate Company?

Below is a section wise analysis of compliances/restrictions are applicable if a Company has an Associate Company:

S.No. Corresponding Section of Companies Act,2013 Subject Impact
1. 129 Consolidated Financial Statement Consolidated Financial Statement shall also include financial statements of Associate Company.
2. 149(6) Restrictions on appointment as an independent director Following persons cannot be appointed as independent director in a company if they are:

1. A promoter or related to promoters or Director of an Associate Company.

2. Has/had or any of his relatives has or had pecuniary relationship with Associate Company.

3. Neither himself nor any of his relative held the position of key managerial personnel or has been employee of an Associate Company.
3. 2(76) Related Party It will be considered as Related Party. So Section 188(Related Party Transaction) as per the Companies Act, 2013 will be applicable.
4. 192 Ordinary Resolution for non-cash transaction with the associate company If directors of an Associate Company want to do any Non-Cash Transactions from company, then need to pass Ordinary Resolution. This section provides for the manner in respect of regulation of arrangements with respect to acquisition of assets for consideration other than cash. Such arrangements shall require prior approval by a resolution in general meeting and if the director or connected person is a director of its holding company, approval is required to be obtained by passing special resolution in general meeting of the holding company.