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How to Change the Nominee or Member of One Person Company

Every One Person Company shall always have Nominee of Member, that who shall become the member of the company in the event of death or incapacity to contract of member of Once Person of the Company.

First Nominee is declared at the time of Incorporation of company  with consent of nominee form INC -3

Now in case Member of One Person of the company wanted to Change the Nominee of Member than he can do so by Filing prescribed form to Registrar of Companies in Form INC-4

Form INC-4 is required to Filed in Following Cases :

  1. Notice of withdrawal of consent by the nominee of OPC
  2. Intimation about change in the name of the nominee of OPC
  3. Intimation of Cessation

Notice of withdrawal of consent by the nominee of OPC: 

Form INC-4 is required to filed when the Nominee has withdrawal consent to act as nominee of OPC, than the member of the Company shall nominate any other person as Nominee of the Company by taking consent of nominee in form INC-3 along with ID and Address Proof of Nominee.

Intimation about change in the name of the nominee of OPC:

Form INC-4 is required to be when there is change in nominee due to Change in Nominee by Member of OPC

Intimation of Cessation:

When the Member of the Company ceased to be member of the Company due to

  • transfer of ownership of the company to other person ,
  • Death of the member
  • Incapacity of member to contract

In this case the transferee or the nominee will become the member of the company.

In case of Change in Member either member can choose to Change the Nominee to new person or the existing nominee can remain the nominee.

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Registered Office of the Company

A Registered Office of the Company is Place which is registered as Office Address of a Company with Registrar of Companies, which is used for office communication by Ministry of Corporate Affairs and other regulatory bodies or even other stakeholder of the company. 

A Company must have registered office within 30 days of its incorporation and all the time thereafter. 

Section 12 of Companies Act, 2013 provides provisions for registered office of the company. 

Further at the registered office of the company every company shall paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on.

Further Every Company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications.

Further Every Change of the Registered Office shall be intimated to ROC within 30 days of its Change. 

Documents Required for Office Address:

Electricity Bill,

Rent Agreement, if Any and NOC form Owner 

Section 12 of Companies Act, 2013 
12. 2&6[(1) A company shall, 10[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.
]
(2) The company shall furnish to the Registrar verification of its registered office within a period of 3&7[thirty days] of its incorporation in such manner as may be prescribed.
(3) Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
1[(b) have its name engraved in legible characters on its seal;if any:]
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words "One Person Company" shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
(4) Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar 11[within thirty days] of the change, who shall record the same.
5&9[(5) Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
]
(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.
(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.
(8) If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
 12[(9) 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 companies under Chapter XVIII.]
Amendment
1. 
Substituted by Companies (Amendment) Act, and is effective from 29th May, 2015 
In sub-section(1), for Clause (b) i.e.
"(b) have its name engraved in legible characters on its seal"
 the following Clause shall be substituted, namely:-
"(b) have its name engraved in legible characters on its seal;if any:"
10. Substituted by the Companies (Amendment) Act,2017-  Amendment Effective From 27th July 2018
In section 12 in sub-section (1), for the words "on and from the fifteenth day of its incorporation", "the words "within thirty days of its incorporation" shall be substituted.
11.Substituted by the Companies (Amendment) Act,2017Amendment Effective From 27th July 2018
In section 12 in sub-section (4) for the words:- 
 "within 4&8[fifteen days]"
the following words shall be substituted
"within thirty days"
12..Inserted by the Companies (Amendment) Ordinance,2018 Dated 02.11.2018
 
Exceptions/ Modifications/ Adaptations
2. In case of Specified IFSC Public Company - Sub-section (1) of section 12 the following proviso shall be inserted, namely:-
“Provided that a Specified IFSC public company shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.”.- Notification Date 4th January, 2017
3. In case of Specified IFSC Public Company - In sub-section (2) of Section 12 for the words “thirty days” read as “sixty days”. - Notification Date 4th January, 2017.
4. In case of Specified IFSC Public Company - In  Sub-section (4) of section 12 For the words “fifteen days” read as “sixty days”.- Notification Date 4th January, 2017.
5. In case of Specified IFSC Public Company - In Sub-section (5) of section 12 the following sub-section shall be substituted, namely:-
“(5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC public company shall not be changed from one place to another within the International Financial Services Centre: Provided that the Specified IFSC public company shall not change the place of its registered office to any other place outside the said International Financial Services Centre.”. -  Notification Date 4th January, 2017.
6. In case of Specified IFSC Private Company - In sub-section (1) of Section 12, the following proviso shall be inserted, namely:-
“Provided that a Specified IFSC private company shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.”. Notification Dated 4th January, 2017.
7.  In case of Specified IFSC Private Company- Sub-section (2) of 
section 12, for the words “thirty days” read as “sixty days”. - 
Notification Dated 4th January, 2017.
8. In case of 
Specified IFSC Private Company - Sub-section (4) of 
section 12, for the words “fifteen days” read as “sixty days”. -
 
Notification Dated 4th January, 2017.
9.  In case of 
Specified IFSC Private Company - Sub-section (5) of section 12, for sub-section (5), the following sub-section shall be substituted, namely:-
“(5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC private company shall not be changed from one place to another within the International Financial Services Centre: 

Provided that a Specified IFSC private company shall not change the place of its registered office to any other place outside the International Financial Services Centre.”.-  Notification Dated 4th January, 2017.


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Passing of Resolution by Circulation

Section 175(1) of Companies Act, 2013

175. (1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means (A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax)  and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:

Provided that, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.

(2) A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting

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Contract by One Person Company

(1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:

Provided that nothing in this sub-section shall apply to contracts entered into by the company in the ordinary course of its business.

(2) The company shall inform the Registrar about every contract entered into by the company and recorded in the minutes of the meeting of its Board of Directors under sub-section (1) within a period of fifteen days of the date of approval by the Board of Directors.

Section 193 of Companies Act, 2013

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Duties of Director of Company – Companies Act, 2013

Section 166 of the Companies Act, 2013 provides for Duties of Directors

  • A director of a company shall act in accordance with the articles of the company.
  • A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
  • A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  • A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  • A director of a company shall not assign his office and any assignment so made shall be void.

Penal Provisions :

If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Beside above Director’s of the Company must ensure every time that Company is Complying with all applicable laws that are applicable to company form time to time. 

Read Latest articles: 

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Due Date for ROC Annual Filing Extended to 31st December, 2018 for FY 2017-18

MCA has decided on the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors , it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018′ wherever additional fee is applicable.

Link : http://mca.gov.in/Ministry/pdf/NoticeAndCircularGC_30102018.pdf

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How Indian company can an receive foreign investment

The routes under which foreign investment can be made is as under:

  1. Automatic Route: Foreign Investment is allowed under the automatic route without prior approval of the Government or the Reserve Bank of India, in all activities/ sectors as specified in the Regulation 16 of FEMA 20 (R).
  2. Government Route: Foreign investment in activities not covered under the automatic route requires prior approval of the Government. Procedure for applying for Government approval is given at http://fifp.gov.in/Forms/SOP.pdf


What are the Capital instruments permitted for receiving foreign investment in an Indian company

‘Capital Instruments’ means equity shares, debentures, preference shares and share warrants issued by the Indian company.

Equity shares: Equity shares are those issued in accordance with the provisions of the Companies Act, 2013 and will include partly paid equity shares issued on or after July 8, 2014.

Share warrants: Share warrants issued on or after July 8, 2014 will be considered as capital instruments.

Debentures: ‘Debentures’ means fully, compulsorily and mandatorily convertible debentures.

Preference shares: ‘Preference’ shares means fully, compulsorily and mandatorily convertible preference shares.

Non-convertible/ optionally convertible/ partially convertible preference shares issued as on and up to April 30, 2007 and optionally convertible/ partially convertible debentures issued up to June 7, 2007 till their original maturity are reckoned to be FDI compliant capital instruments. Non-convertible/ optionally convertible/ partially convertible preference shares issued after April 30, 2007 and optionally convertible/ partially convertible debentures issued after June 7, 2007 shall be treated as debt and shall require conforming to External Commercial Borrowings guidelines regulated under Foreign Exchange Management (Borrowing and Lending in Foreign Exchange Regulations), 2000, as amended from time to time.


What is meant by Foreign Investment, Foreign Direct Investment and Foreign Portfolio Investment?

Foreign Investment means any investment made by a person resident outside India on a repatriable basis in capital instruments of an Indian company or to the capital of an LLP.

Foreign Direct Investment (FDI) is the investment through capital instruments by a person resident outside India (a) in an unlisted Indian company; or (b) in 10 percent or more of the post issue paid-up equity capital on a fully diluted basis of a listed Indian company.

Foreign Portfolio Investment is any investment made by a person resident outside India in capital instruments where such investment is (a) less than 10 percent of the post issue paid-up equity capital on a fully diluted basis of a listed Indian company or (b) less than 10 percent of the paid up value of each series of capital instruments of a listed Indian company.

Source : https://www.rbi.org.in  (FAQ issued by RBI )

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TDS by Govt. Department & PSUs under GST- Registration, Return filing & Issuance of Certificate to deductee

Entities that required to get themselves registered as TDS Deductor:

  • A department or establishment of the Central Government or State Government
  • Local Authority
  • Governmental Agencies

When TDS is to be deducted & Rate of TDS:

A department or establishment of the Central Government or State Government, Local Authority & Governmental Agencies are required to deduct TDS at the rate of one percent (1%) for CGST and one percent (1%) for SGST from the payment made or credited to the supplier of Goods & Services or both, where total value of such supply under a contract, exceeds two lakh and fifty thousand rupees.

Value of the Supply for the purpose of deduction of TDS:

The value of supply shall be taken as the amount excluding the central tax, State tax, Union territory tax, integrated tax and cess indicated in the invoice.

Payment of Amount Deducted as Tax & Filling of Return:

1.Due Date for Payment of Tax Deducted & Filling of Return:10th day of Succeeding Month. 
2.Form in which Certificate is to be issuedForm GSTR-7A
3.Time Limit for issuing the CertificateCertificate is required to be issued within 5 days of crediting the amount so deducted to the Government

Issuance of Certificate by the TDS Deductor:

The deductor shall furnish to the deductee a certificate mentioning therein the contract value, rate of deduction, amount deducted, amount paid to the Government in Form GSTR-7A within 5 days of crediting the amount so deducted to the Government.

Check List for Registration of Govt. Department, Local Authorities & PSUs as TDS deductor under GST:

Documents:

  • Copy of TAN Allotment Letter or Copy of PAN Card of Govt. Department, Local Authority & PSUs.
  • Copy of DDO’s PAN Card.
  • Copy of DDO’s Aadhar Card/Voter ID/DL/Passport etc.

Information:

  • DDO’s Mobile Number (Will be verified through OTP)
  • DDO’s Email Address (Will be verified through OTP)
  • Landline No. of Govt. Department, Local Authority & PSUs.

FAQ’s on Registration of Govt. Department, Local Authorities & PSUs as TDS deductor under GST

Is  Govt. department, Local Authorities & PSUs supplying goods or services and already registered as a taxpayer under GST, need separate registration as tax Deductor?

Yes, a Govt. department, Local Authorities & PSUs requires separate registration as TDS deductor

Is Govt. department, Local Authorities & PSUs only registered as a TDS deductor requires to charge any GST on its supplies?

No, the department is only liable to deduct TDS and deposit it with the Govt.

Where a department is registered as both as Tax-payer and as Tax deductor is he need to file separate returns for both the registrations ?

Yes, separate returns for both the registrations are required to be filed.

When any department does not hold any PAN than how can it apply for registration as TDS deductor?

The department may apply with TAN number also.

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Due Date for TDS Return Filing and TDS Payment for AY 2018-19

In this article we will discuss about the due dates for filing TDS returns the provisions of Income Tax Act 1961

TDS returns are filed quarterly,  TDS returns are filed quarterly within one month from the end of the quarter Except the last quarter the due date for filing return is 30th may of the Year.

Quarter Period Last Date of Filing
1st Quarter 1st April to 30th June 31st July 2018
2nd Quarter 1st July to 30th September 31st Oct 2018
3rd Quarter 1st October to 31st December 31st Jan 2019
4th Quarter 1st January to 31st March 31st May 2019

Due Date for Payment of TDS

The last date of payment of TDS is the seventh day of the next month in which TDS was deducted.

Forms to be filed for TDS Return

  • Form 24Q – The deductor (employer) should fill out the Quarterly return form for all the deductions made in a salaried case.
  • Form 26Q – The deductor should fill the Quarterly return form for all the deductions made in the non-salaried case.
  • Form 27Q – The deductor should fill the Quarterly return form  for the deductions made in the case of NRI/NRE.
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Trade Union ( Employees or Workmen Union) Registration in Rajasthan

Meaning of Trade union

Trade Union” means any combination, whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and employers or between workmen and workmen, or between employers  and employers, or for imposing restrictive conditions on the conduct of any trade or business, and includes any federation of two or more Trade Unions

Employees or Workmen Union are established by workers or employees to protect their rights in the organisation and to represent themselves with different groups, organisations and Government. 

Minimum Requirements for Registration of Trade Union: 

  1. Minimum 7 (Seven) Members are Required 
  2. Name of Trade Union 
  3. Address of Trade Union 
  4. Date of Formation of Trade union 
  5. Total no. of employees / workers engaged in the Trade Union
  6. Name, Address and Occupation of Employees/ Workers who are subscribing the Application for Registration of Trade Union 
  7. Rule and Regulations of Trade Union 
  8. Authorization Letter for Making Application for Registration of Trade Union 
  9. Resolution of a general meeting of the union or the instruction by which authority was given

Documents Required for Making Application of Trade Union Registration: 

  1. Aadhar Card of Members 
  2. Copy of rent / ownership (NOC)
  3. Copy of Address Proof ( Electricity Bill. Telephone Bill) 
  4. Duly Signed Declaration form ( We Will Provide you copy of Declaration Along with Other Documents )
  5. Duly Signed Subscriber Sheet
  6. Duly Signed Rules and Regulations 

Information Required in Rules and Regulations of Trade Union  

  1. Name of Trade Union 
  2. Objects of Trade Union 
  3. Maintenance of List of Members of Trade Union 
  4.  Payment of a subscription by members of the Trade Union
  5. The manner in which rules will be amended
  6. The manner in which the members of the executive and the other office-bearers of the trade union shall be appointed and removed 
  7. The manner in which the funds of the trade union shall be kept and audited and inspection of the books of accounts by the office bearers and members of the trade union be made
  8. The conditions under which any member shall be entitled to have benefits under the rules and under which fine or forfeiture shall be imposed on the members; and The manner in which the trade union shall be dissolved

Fastlegal Provides Trade Union Registration Registration Services in Rajasthan 

Contact Number : 9782280098

Email : [email protected] 

Place your Request @ https://fastlegal.in/place-your-requirements.html