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Q & A
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Q:- Section 185 says: No company can give loan to directors/person interested in directors including loan by way of book debt. So if one want to sell goods on credit to other private limited company (the directors and some shareholders are same) then is it possible under new Act ? Section 188: Related Party transaction is also related to same as it says : Company can enter in to any contract to sell goods or services to related prices with the Board Resolution (in some cases with special resolution) and this permission only to be taken when price is not arm length price. So section 188 permits company to sell goods (on cash/credit) to related party subject to Board/Special Resolution. Is this both section conflicting ? Kindly give views/replies on this.
Q:- As per new companies act, can public limited company provide corporate guarantee to its subsidiary (public limited company) for availing loan??
Q:- u/s 185 loan can be given to MD/WD pursuant to special resolution passed by members. Does this mean that the company can pass a special resolution and go ahead with extending loan/gurarantee to MD/WD
Q:- complete explanation to ordinary course of business
Q:- Does refundable lease/Rental deposit - refundable and adjusted against the future rents falls under the term loan under section 185 of Companies Act, 2013
Q:- a NBFC co.had given loan to director out standing as on 30/08/2013 and continued till date whether it is necessary to charge interest @ Bank rate as per New co act or continue @less than bank rate till 31 March 2014
Q:- There are outstanding amounts of unsecured loans out of the agreements prior to 12/09/2013, in a private limited company. Can it continue? Further, the agreement cites an upper limit which can be extended in one or more trench. If the upper limit of the amount is not reached, can it extend the loan, though it falls under the purview of 185.
Q:- Loan from one Pvt. Co to another with common Director to the tune of 20 Cr under CA 1956. Exempted under Sec 295 then but covered under 185 now. Can the company continue the loan?. Will the position be different if person became the Director of the borrowing company after the transaction?.
Q:- Can a Director obtain loan from his Private Limited Company?
Q:- A holding company given loan to its wholly owned subsidiary under old Act, but as per the provisions of Companies Act, 2013, holding company can give loan to its wholly owned subsidiary and that loan shall be utilized only for principal business activities, unfortunately the loan is not utilized for principal activities and subsidiary is short funds to repay back the loan amount, suggest what option do company have in present?
Q:- Can subsidiary company give loan, provide security or guarantee in favour of its holding company?
Q:- what do v mean by the term " loan represented by book debt" under section 185? please clarify.
Q:- Loan by Given by Holding Company to Subsidiary company prior to 13-09-2013 & covered under section 185. Whether such loans need to be repaid prior to 13-09-2013 . Whether there is any Transition provision.
Q:- Loan by Given by Holding Company to Subsidiary company prior to 13-09-2013 & covered under section 185. Whether such loans need to be repaid prior to 13-09-2013 . Whether there is any Transition provision.
Q:- Loan by Given by Holding Company to Subsidiary company prior to 13-09-2013 & covered under section 185. Whether such loans need to be repaid prior to 13-09-2013 . Whether there is any Transition provision.
Q:- Under Section 185 – Can a Private Limited Company give any guarantee to other private limited company in which directors are same? Please clarify.
Q:- Under Section 185 – Can a Private Limited Company give any guarantee to other private limited company in which one Shareholder is same? Please clarify.
Q:- Under Section 185 – Can a Private Limited Company give any guarantee to other private limited company in which directors/shareholders are NOT SAME but relatives as per definition of section 2 (77) of Companies Act, 2013? Please clarify.
Q:- Under 185 (1) explanation (c), does the words "private company" also include a private company which is a subsidiary of public limited company. Pls clarify at the earliest.
Q:- In view of the clarification received from MCA vide General Circular 05/2015 dated 30.0.3.2015, can we conclude that any Inter Corporate Deposits wherein the Directors are interested received prior to the notification of the section 185 i.e 12.09.2013 are also exempted ??
Q:- In view of latest notifiction dt. 05/06/2015 where one Private Limited can give loan to other wheein the directors are common?
Q:- The issue is : one private Limited company say A gives loan to another Private Limited company say B. Both this company have no common Director or shareholder, but the Directors of the One company is relative of others and further B is the shareholder of A limited ( Not to the extent of associate company). Now is A private Limited is giving loan to B Private Limited my opinion
1. A Private limited and B Private Limited is not related party. ( sec (2) (76)
2. Section 185- not applicable. ( as Director of one company is not Director or member in other company.)
3. Section 184(2) not applicable ( same logic as above)
4. Section 188 is not applicable ( as not related party)
5. and thus not cover u/s 189 thus transaction is not required to report in CARO for loan granted to parties listed in 189
it may coverunder u/s 186 as far as other provision is concern.
please give ur expert opinion on the matter.
Q:- Is LLP included in the definition of Firm under clause b of Explanation to sub-section 1 of section 185. i.e., can a private limited company (not exempted by the recent notification) grant loan to a LLP in which a director of the Company is a designated partner.
Q:- Sir / Madam,
As per exemption available u/s 185 - X Private Limited company has advanced loans to its directors.
X Private Limited is to be taken over by the Y Private Limited to make it Y's subsidiary.
After taken over by Y Pvt Ltd. whether it is a violation of section 185 for earlier advances ?
OR
Will it be ban for future advances to directors ?
Kindly reply.
Q:- "Section 185 shall not apply to private limited Company in whose share capital no other body corporate has invested money"
How the above text shall be interpreted ? either as (i) No other body corporate have invested in the shareholding of the company till date at all will qualify for exemption OR (ii) where presently no other body corporate is holding any shares in the private Company may be in past was holding shares.
According to me option (i) , everyone's view solicited.
Thanks in anticipation.
Q:- Can a Private limited company gives loans to a partnership firm in which one of the directors of its holding company are partner.
Q:- The company is a private limited company and has given guarantee for the company having common director. At the time of giving guarantee, the company did not have the corporate body shareholders and hence was exempt from section 185. However, now the company wish to issue shares to corporate body. Will this have any impact on the guarantee already given? Thanks in advance.
Q:- What does the omission of Rule 10 of Company (Meeting of Board and its Power) Second Amendment Rules, 2015 issued on 14 th dec. 2015 means? Is the exemption over which was enjoyed by Holding and its WOS companies. Pls clarify
Q:- Whether Security Deposit given to Director for taking his premises on rent will attract section 185? Pl. Guide Thanks in Advance
Q:- Whether Security Deposit given to Director for taking his premises on rent will attract section 185? Pl. Guide Thanks in Advance
Q:- A director in a private company is also a director in another private company (common directorship) and he disclosed his interest pursuant to Sec.184(1) of Companies Act, 2013. If any one Company is providing loans or advances to other Private Companies in which Director is interested, In such case, whether lending company is required to Comply with the exemption given to private Company under section 185 of Companies Act, 2013 or not ??? if in case both Companies are public Company , whether they can enter into such transaction (i.e. Loans & Advances) if Directors are Common ??
Q:- As per Section 185 (1) Explanation to clause (c) i.e. for IFSC Private Limited /Public Limited Co, it states that "the expression “to any other person in whom director is interested” means- (c) any private company of which any such director is a director or member in which director of the lending company do not have direct or indirect shareholding through themselves or through their relatives and a special resolution is passed to this effect;”. Now what is the exact impact of such amendment as introduced for IFSC Companies. Why a special resolution is required.
Q:- Whether Wholly owned subsidiary / subsidiary (with common Directors) can give loan to its Holding Company?
Q:- In a private company which is a subsidiary of a foreign company. Under companies act 1956 transaction with foreign companies were exempted under the New companies act, are these exemptions still available or they are covered under RPT
Q:- S.188 - is not applicable for ordinary course of business transactions carried out at arm’s length basis. A co sells ordinarily traded goods to B co at market prices. Both co are related with common members, common directors. Is this transaction exempt for [a] registration of resolutions with MCA [b] disclosure of directors’ interest [c] approval by members by special resolution
Q:- Provisio to Section 188 (1) provides that no member of the Company shall vote on such special resolution , if such member is a related party. Where all members are interested in a resolution then how such contract or arrangement will be approved?
Q:- Where the Service rendering transactions value exceeds 10% of the Net worth- Whether Special Resolution required for transactions pursuant to rate contracts which are already entered into before 31.3.2014?
Q:- Hello can some one clarify on the contract / agreement which are executed with the related parties prior to applicability of Companies Act 2013 that is Apr 01 2014, is board approval or share holders approval is required to be taken under the new Companies Act 2013, kindly clarify.
Q:- A closely held public company has 7 members. The Company proposes to get a special resolution passed for approving related party transaction as per section 188. 6 out of the 7 members are interested. Given that interested members are not entitled to vote on the resolution under section 188, can the remaining member alone approve the resolution. Will that dis-interested member alone be treated as valid quorum or should there be at least 5 dis-interested members for the meeting to go on and the resolution to be passed.
Q:- whether member who is related party can vote on proposed contract with another related party u/s 188
Q:- This has reference to General Circular No. 30/2014 relating to section 188 (Related Party Transactions). A and B are shareholders in a Company. A is the holding company of B (i.e. B is the subsidiary of A). For the resolution at the general meeting held to approve a related party transaction between the Company and B, can A vote for the resolution.
Q:- WHAT APPROVALS SHOULD WE TAKE IN RELATION TO A PRIVATE COMPANIES UNDER SECTION 188 ,181,184 ETC AS NOTIFICATION UNDER SECTION 462 IS STILL PENDING
Q:- This has reference to General Circular No. 30/2014 relating to section 188 (Related Party Transactions). A and B are shareholders in a Company. A is the holding company of B (i.e. B is the subsidiary of A). For the resolution at the general meeting held to approve a related party transaction between the Company and B, can A vote for the resolution
Q:- We have some ongoing related party transactions in ordinary course of business at arm's length price. Please provide a sample resolution to be taken in Audit Committee for these related party transactions.
Q:- Will contribution made to a NGO for creating awareness on HIV aids, tentamount to Related Party Transaction, if the Chairperson of the NGO is relative of one of the Directors. If yes, in what provision. And if no, will any section of the Act apply to this contribution.
Q:- son in law of whole time director of a listed company purchased shares of the listed company. is it a related party transaction under section 188 of CA 2013, insider trading regulations?
Q:- Dear Everyone, If a person is providing professional service to a pvt company (e.g. ROC Compliance's) and now the company desires to appoint him as a director. Can Company do so? or it falls under related party transactions? Thanks in advance.
Q:- If a company has only Husband and wife as Directors then we can not appoint their son as a CEO of the company as the Board is not able to pass the resolution (lack of disinterested quorum but can we appoint him as an executive Director on the Board and pay him remuneration for that?
Q:- If a company has only Husband and wife as Directors as well as shareholders then we can not appoint their son as a CEO of the company as the Board is not able to pass the resolution (lack of disinterested quorum but can we appoint him as an executive Director on the Board and pay him remuneration for that?
Q:- Hi in one Private limited company there are only two Directors and they are only shareholders. The Company proposes to enter related party transactions with a Firm in which such both Directors and shareholders are partners in that Firm. Please let me know company can pass special resolution in this case ? b/c third prov of section 188 say that no member of the company shall vote on such special resolution to approve contract or arrangment which may be entered into by the company, if such member is a related party ?
Q:- Hi in one Private limited company there are only two Directors and they are only shareholders. The Company proposes to enter related party transactions with a Firm in which such both Directors and shareholders are partners in that Firm. Please let me know company can pass special resolution in this case ? b/c third prov of section 188 say that no member of the company shall vote on such special resolution to approve contract or arrangment which may be entered into by the company, if such member is a related party ?
Q:- Rules 15(3) (ii) (a) of the Companies (Meetings of Board and its Powers) Rules, 2014, specify threshold limit for related party transactions namely: - Sale, purchase or supply of any good or materials, Selling or otherwise disposing of or buying, property of any kind, Leasing of property of any kind etc. - Limit is 10% of Turnover or Rs. 100 Crores whichever is lower. My questions Is this limit apply for the transactions with individual related party or all related parties together? Suppose the company proposes to entered into related party transactions with Three Parties A,B, C and Individual amount of transactions P.A. with A- is Rs. 2 Crores, B- is Rs. 5 Crores and C- is Rs. 10 Crores. If we consider threshold limit per related party then in this case, only C is cover under the threshold limit prescribed under the rule, then should company require to obtain approval of shareholders for related party transactions with “C” only and for A and B Board approval is suffice ?
Q:- If a pvt company takeover the business of a partnership firm, will sec 188 will b applicable if the Directors of the company are also partners in the firm?
Q:- It means we hv to appoint (also two new shareholders) two more Directors to hv a disinterested quorum to pass the takeover related all the resolutions
Q:- whether any related party transactions entered before 01/04/2014 will attract the provisions of Section 188 of the Companies act, 2014
Q:- with reference to my earlier question Section 188 -- related party transactions are applicable after 01/04/2014, and as per your answer resolution should be passed after 01st Sep. 13 to 31st March 2014, but leasing of property of any kind was not included in the Companies act, 1956 and this section 188 implemented from 01/04/2014, now my questions
(1) When any shop owned by one of the Director was shown as Registered Office , but no rent was paid by the Company to the Director and not proper lease agreement was also executed , but NOC for using premises as Registered Office was filed at the time of incorporation-- whether it attracts provision of Section 188. ( if no rent was given by the Company to Director)
(2) what will be situation if rent was given to Director by the Company ( But no proper lease agreement as the company is using premises since incorporation and this transaction was not covered under old act ) --- whether to discontinue giving of rent or to pass resolution ( but under Old Companies act, 1956 or New Companies act, 2014 because only husband and wife are member and Director , no non-interest director was on the Board)
Q:- 1) One of our client is a private limited company ; Their shareholders are body incorporated outside India who holds close to 100%. The two directors are common in both and they do not hold any shares either in company incorporated in India and outside India. Could you pl clarify the following: a) whether body corporate who holds close to 100% falls under holding company b) whether related party is applicable u/s188 despite having common directors.
2) Further exemptions have been give under 196(4) (5) ; can we construe that sec 197 is not applicable to private limited company
Q:- A company has two subsidiaries in one it holds 100% share capital and in other around 70% shares are in the holding company's name and rest 30 % in the Director's name, which are common in all the three companies.Now for the finalisation of accounts consolidated Financial statements will be made of all the three companies but will the transactions/loans etc held between the holding company and its 2nd subsidiary which is not a 100% subsidiary will attract section 185 and 188 as at the date of balance sheet i.e. 31st march'2015.all the three companies are in the real estate development business and therefore use to do business collectively means to say one has the land the other develops it and the third may done the construction part.
can we treat their work division as done in the ordinary course of business at arm's length or a resolution is required to be passed. The capital of all the three is below 10 crs.
Q:- Mr. A is Director in ABc Pvt Ltd and holds more than 2 % shares in XYZ Pvt. Ltd. ABC Pvt. Ltd. purchased shares of XYZ Pvt. Ltd in the year 2013.Will Section 188 apply?
Q:- Whether Section 188 is applicable for Foreign Subsidiary?
Regards
Raja
Q:- Pls brief about the amendments which came on 14th Dec 2015, and the impact of the same
Q:- Can a resolution be passed by Board of Directors of a private Company for one time approval of RPT transactions up to a certain limit or else the Board is required to approve every single transactions that occur in the due course.????
Q:- In case of a pvt company incorporated in year 2014, the first year of operation is 2014-15 and there is no question of preceding year. In such case how to ascertain if the limits under Sec 188 read with relevant rules have exceeded?. The % are to be applied on the turnover, networth etc of preceding year which is not there in case of a newly incorporated company.
Q:- A newly incorporated private company has entered a rpt. How to calculate the threshold limit for shareholders approval under section 188 read with rules in absence of audited figures and also can the same be ratified by the Board as mentioned in section 188(3) within three months of contract?
Q:- can independent director of holding company be a independent director in subsidiary company (not wholly owned subsidiary)?
Q:- Whether the provisions related to Managerial rumeneration be applicable to private company?
Q:- Is 197(3) applicable to Private Limited Companies....the doubt arises because although 197(1) talks of public company, 197(3) states "notwithstanding anything contained in sub-sections (1) and (2).
Q:- Can unlisted Company pay managerial remuneration exceeding the limit specified in Schedule V of Companies Act, 2013 (in case of inadequate profit), with CG approval or without obtaining CG approval?
Q:- Does Managerial Remuneration apply to a pvt company which has loss or inadequate profit
Q:- can any one pls provide a draft formay for appointment if a whole time Director and payment of remuneration under Schedule V of Companies Act,2013. Further a company to whom the provisions of Sec 2013 are not applicable is appointinga WTD , does it is mandatory to designate that person as KMP also and cover that section in resolution for apopointment of WTD? .
Q:- Can any one pls provide a draft format for appointment of a Whole Time Director and payment of remuneration under Schedule V of Companies Act,2013. Further a company to which the provisions of Sec 203 are not applicable is appointing a WTD , does it is mandatory for the company to designate that person as KMP also and cover that section in resolution for appointment of WTD? .
Q:- Does Sec 197 and Schedule V applicable to Pvt company with no profit.
Q:- Can a Pvt. Ltd. Company pay remuneration to its ordinary directors who are neither MD or WD etc. on monthly or yearly basis without approval of shareholders? or any other approval is required ?
Q:- Can a Pvt. Ltd. Company pay remuneration to its ordinary directors who are neither MD or WD etc. on monthly or yearly basis without approval of shareholders? or any other approval is required ?
Q:- Can a Pvt. Ltd. Company and Unlisted Closely held Public Limited Company pay remuneration to its Ordinary Director(other than M.D/WTD) on Monthly, Quartly or yearly basis apart from 1% or 3% of Net Profit as provided under Section 197 of The Companies Act, 2013????
Q:- A Pvt. Ltd. Company has Appointed MD for indefinite period w.e.f. 01/04/09, i.e. before commencement of Co. Act, 2013 at Salary of Rs.1 Lacs, please clarify 1) If Company proposes to Increase Salary of MD from Rs. 1 to 2 Lacs after commencement of Com. Act, 2013, then increase in salary is required approval of members ? b/c provisions of section 197 of Com. Act 2013 in respect of Salary. its limits, revision of Salary etc. is applicable to public Ltd. company only?
Q:- Is Schedule V of Companies Act, 2013 applicable to Pvt. Ltd. company for appointment, re-appointment, remuneration of MD/WD ?
Q:- If the Article of Association of any Company doesn't have any clause/ provision regarding the payment of sitting fees to the Directors of the Company, Can we pay sitting fees to the director without amending the Article of association? Or there is a need to Amend the AOA.
Further could you please also let us know, which provision of Table A (old Act) and Table F (new Act) gives the reference w.r.t. the payment of sitting fees to the directors.
We would really appreciate a quick reply to our query. Thanks
Q:- A private ltd.co,which currently has 2 non-resident directors ( no salary drawn), proposes to appoint an existing employee drawing salary from te co. as the third director. Will Secs 196,197 & Sch V be applicable to payment of salary of such director and are there any limits to salary that can be paid, in case the company is a loss making co. Would a Board resolution be sufficient to make the appointment or would a general body resolution also be required. Please advise
Q:- With your response to my earlier query, understand payment of remuneration to director of pvt.ltd co making losses requires compliance with sch V & hence a general body resolution is required.Would like to raise the following 2 further questions: 1.Would clause (iv) of section II(B) of Schedule V be applicable requiring inclusion of items mentioned therein in the notice calling the general meeting, in case the salary is within limits specified in section II A. 2.Would the remuneration paid to such executive director be required to b disclosed in MGT 9 -item VI annexed to the Board's report. If so,under which item -A, B or C. Kindly advise.
Q:- A company had appointed a managing director in 2011 under the provisions of the Companies act, 1956. He is a professional and hence as per notification dated 14th july, 2011 he can be paid remuneration without any limits in case of inadequate profits.
The question is whether the limits under Schedule V of the new Companies act, 2013 would be applicable while determining the remuneration payable to Professional managing director for the year 2014-15.
Since the appointment was made prior to 1st april, 2014, the limits under schedule V should not be applicable.
views are solicited from professional colleagues
Q:- Compliances to be done with Registrar of Companies in case of Directors remuneration of a Private Limited Company?
Q:- Whether Section 197 is applicable to a private company, i.e. whether there are any restrictions in payment of remuneration to an ordinary director in a private company whether there are adequate profits or not or whether there are losses?
Q:- Can a Managerial Personnel be paid remuneration for the previous Financial Years in the current Financial Year.
e.g. in FY 2015-16, remuneration is proposed to be paid for FYs 2014-15 & 2013-14.
Q:- company having loss in the last FY and defaulted in repayment of debts. what is the solution for giving remuneration to managerial person?
Q:- Hi, Sec 197 sub section 1 states that the remuneration payable by a public company shall be within the limit specified therein. However in sub section 3, it states nothwithstanding anything contained in sub section 1 and 2, and further it uses the word 'company'only. In this regard my query is, whether the 197 sub section 3 read with schedule V of the Act will be applicable to a private limited company
Q:- Whether the Managerial Remuneration payable under Schedule V limits is specified for a single managerial person or all the managerial persons put together?
Q:- Whether a clause on exit mechanism provided in ESOP scheme of an unlisted company will continue to hold good under the new Companies Act, 2013
Q:- Where in the ESOS Scheme of an unlisted Public limited Company, the vesting and exercise of stock options have been linked to the date of a liquidity event (eg. IPO, Divestment) and the proposed date or event is not defined. Whether such clause in the ESOS Scheme will continue to hold in light of the provisions of the Companies Act, 2013, considering that till date ESOS of unlisted companies are not governed under the Companies Act, 1956. In such case, whether any cause of action rest with the employee?
Q:- Incase of issue of stock options to Non-resident Indian, whether any compliance other than FEMA is required. Like registration in US, for issuing stock options to US employees.
Q:- In relation to preferential allotment of shares (Sec 62), is it necessary to: (i) issue letter of offer and file the same with ROC (which is stated in Sec 42, but nowhere it is mentioned in Sec 62); (ii) complete allotment of pending share application money (outstanding as 31,03,2014) before making preferential allotment of shares (Sec 62 does not ask for the same) Here, I am not talking about private placement (Sec 42), but preferential allotment (Sec 62).
Q:- Allotment of shares to a selected group of individual will amount to preferential allotment or not and what provisions would be applicable
Q:- In case of rights issue, are companies free to fix the price without requiring any valuation report? In a right issue of compulsorily convertible debentures by a closely held public company, can we fix a price band now at the time of issue of the Debentures with the actual conversion price being decided at the time of conversion of the debentures to equity?
Q:- Could you pls confirm that in case of rights issue u/s 62(1)(a) of Companies Act,2013, approval of shareholders is not required and allotment by way of board resolution is a sufficient compliance under the said section?
Q:- If company propose to issue shares of private placement /preferential basis then that case company need to comply with provisions the provisions of both section 42 and 62 of companies act, 2013, in that case : 1) is it compulsory to issue shares at premium ? 2) is it compulsory to obtain valuation certificate if company is existing company want to issue shares at par ? 3) In case of new company, can company issue shares at par and in that case valuation certificate is compulsory ? 4) In new company suppose valuation certificate obtained ant value comes Rs. 8/- per share than it is compulsory for the company to issue shares at discount ?
Q:- Dear Members
Would request you all to please opine on the following:
Rights issue is governed by Section 62 (1)(a) of the CA 2013. Rules don't talk much about the rights issue. For preferential allotment u/s 62 (1)(c), rules states that it needs to follow the compliances of Section 42 but not for rights issue
So can it be construed that for rights issue, section 42 is not applicable and accordingly there is no need to open separate bank account for the same and also there are no restrictions on utilization of Share Application money and it can be used for any purpose even before allotment?
Also can an allotment (not issue) be made through resolution by circulation.
Please advice
Q:- If a Private Limited Company proposes to issue further shares to persons other than its existing members or partly to existing members or partly to other on preferential basis u/s. 62(1)© of Co. Act, 2013, then should company need to comply the provisions of section 42 read with rule 14 of Companies (Prospectus and Allotment of Securities)Rules, 2014 ? Because as per definition of Private Company u/s. 2(68)(3) prohibits any invitation to the public to subscribe for any securities of the company.
Q:- My Question is whether Pvt. Ltd. Company needs to comply with the provisions of section 42 and rules 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of issue of shares by that company to person other than its existing members on preferential basis u/s. 62(1) (c) ? because definition of Private Company u/s. 2(68)(3) provide for prohibition any invitation to the public to subscribe for any securities of the company. Please clarify the same-
Q:- Can we convert unsecured loan to equity under new companies act 2013 i.e under section 62(3) and if yes then do we need to follow section 42 if yes why ???????
Q:- Can private Limited and Unlisted Public Company can convert unsecured loan taken from shareholders and person other than shareholders into Equity Shares by issue of further shares under provisions of section 62 (1)(c )of companies ct, 2013 and If yes then company need to comply with the provisions of section 42 of Co. act 2013 for issue of shares to creditors of unsecured loans ?
Q:- Can Producer Company Allot the shares more than 200 Members ?
Q:- A private company offered 120000 shares to its existing shareholders by way of right issue. The shareholders opted for subscribing only 100000 shares. Can the Company proceed with the allotment of 100000 shares.
Q:- What is the procedure for preferential basis allotment of equity shares ? i
Q:- What is the procedure for preferential basis allotment of equity shares ?
Q:- What is the procedure for preferential basis allotment of equity shares in private limited company ?
Q:- Is shares Valuation Report required in Case of Right Issue of Shares?
Q:- While Conversion of Loan into equity do we need to check or comply any other subsection of Section 62 of companies Act 2013
Q:- There is a Holding Company “H” and there is its wholly owned subsidiary “S”. “H” has nominated “N” to hold one share on its behalf to maintain the requirement of minimum number of shareholders in “S”. Now, “S” wants to come up with a Right Issue. The question is whether the said Right offer should be sent to both H and N (as both are registered shareholders as per ROM) or only to H (as practically, H owns entire equity shareholding). Please also let me know if Department has issued any clarification in this regard.
Q:- In terms of Section 73 of Companies Act, 2013 read with Rule 2(1)(c)(vii) of Companies (Terms and conditions of acceptance of Deposit) Rules, 2014, deposits do not include receipt of money from Director of the Company, but money received from a member is treated as deposit. In case deposit is taken from a person who is both a director and a member of the Company, will such receipt of money be treated as deposit or not?
Q:- Can non-eligible Company whether Private Limited Company and unlisted Public limited Company can accept or renew deposit from members without : 01. Obtaining Credit Rating 02 Without Publishing circular or advertisement in English and Varncular lanauge in english and vernacular News Papers.
Q:- Company is continuously receiving prosecution notices from directors and shareholders from whom it has received share application money against allotment of shares and the figure of such money is appearing on the Balance for the year 2013, Is it a case of violation under section 74(1) and (3)?
Q:- A Private Limited company accepted unsecured loan from its existing two Directors. This is exempt deposit under section 73 of the Companies Act, 2013. Subsequently above two Directors resigned from the Directorship of the Company. Is the loan becomes deposits after their resignation? Is the loan becomes repayable after resignation not to attract deposit Rules ?
Q:- If Private company and unlisted public limited company want to accept deposit from shareholders only then 1) is it compulsory to obtained credit rating ? 2) Is it compulsory to publish circular in two news papers before issuing the same to members ?
Q:- Hi I am not able to understand your reply. My Questions is acceptance of deposit from members (25% of Net worth) by company (Private Limited and Unlisted Public limited company) other than eligible company in terms of section 73(2) of companies Act 2013.So If non-eligible a private limited and unlisted public limited company wants to accept deposit/unsecured loan from its members: 01. Is it compulsory to Obtain Credit Rating? 02. apart from sending copy of circular to members by post/email etc., Is it compulsory to Advertise Circular in two news paper, (Rule 4 (1) of Companies (Acceptance of Deposits) Riles, 2014 ?
Q:- Hi, Section 73 read with the relevant rule prohibits loans taken from persons other that directors and body corporate subject to certain exceptions. In this regard, my querry is whether the LLP's are included withing the meaning of body corporate u/s 2(11) and on that basis whether the loans taken from LLP is permissible under the CA 2013? Thanks
Q:- Sir
In Form DPT-1 the company has to furnish detail about financial position of the company including Audited Cash Flow Statement for the three years immediately preceding the date of issue of circular or advertisement. My question is that in private limited and unlisted public limited company, auditors has not prepared audited cash Flow statement for last three years as it was not applicable at that time. Then is it mandatory for those companies to furnish the audited cash Flow statement for the three years immediately preceding the date of issue of circular or advertisement in form DPT-1 ?
Q:- 1. In Form DPT-1 being Circular or circular in form of advertisement for inviting deposit, in sub-para No. d in para 4. i.e. Financial Position of the company it is stated that Audited Cash Flow statement for the last three years immediately preceding the date of issue of circular or advertisement. My questions is in some of Company auditors has not prepared audited cash flow statement for those last three years or any of one year out of those last three years as it was not applicable to the company including private company as per Accounting standard, so let me know it is compulsory to provide audited cash flow statement for last three years in form DPT-1 even though it was not applicable in those last three years ?
Q:- CAN A PRIVATE COMPANY RECEIVE DEPOSIT FROM ITS SHAREHOLDER? IS YES WHAT ARE CONDITION TO BE COMPLIED WITH?
Q:- Can a private company take loan from HUF of its director?
Q:- Optionally Convertible Unsecured Debentures are being issued by a Company to another Company. Do we need follow the Deposit Rules, though it is from one company to another company and its not optionally convertible. Request your view at the earliest possible.
Q:- If a Company accepts advances against supply of goods on 15-05-2014 i.e after commencement of new Companies Act which not appropriated against supply of goods for the reasons of request of refund of amount by the customer due to change of mind. It is not the case of amount become refundable for the reason of not having permission or approval to deal in the goods.
In such a case ,if the company refunds the amount within 365 days with interest ,whether it will be contravention of Sec 73-76 of the Act.
Q:- Dear All,
Please advise
1) As per notifciation dated 5 june2015 , private company can take loan from its shareholder. Can the approval for the same be taken in board meeting or in general meeting? 2) As per Notification no.G.S.R.464(E) dated 05/06/2015, clauses (a) to (e) of subsection
(2) of section 73 shall not apply to a Private Company which accepts from its Members monies not exceeding 100% of aggregate of the paid up share capital and free reserves. As per sub-rule 3 of Rule 3 of Companies (Acceptance of Deposits) Rules, no Company referred to in sec 73(2) shall accept or renew any deposit from its Members, if the amount of such deposits together with the deposits outstanding as on date of acceptance of such deposits exceeds 25% of aggregate of paid-up share capital and free reserves of the company. So what is the maximum amount of Loan that can be accepted by a Pvt.Ltd.Company from its Members? Is it 25% or 100% of paid-up capital & free reserves?
3) what are the formalities to be complied? form no to be filed with roc etc?
4) if company is already enjoying loan from its director ,which is excluded from deposit ,will that amount will be considered while calculating above limit
Thanks
Q:- Provisions of Sec 73(2) (a) to (e) shall not apply to a private company which accepts from its members monies not exceeding 100% of aggregate of the paid up share capital and free reserves. Will the monies accepted from Directors & relative of Directors be considered while calculating 100% limit ?
Q:- Dear All, Please advise the form number in which return of acceptance of deposit by private company has to be filed.
if it is DPT-3, the information has to be audited by auditors before 30th june but in case of Private company generally the audit is completed after june only;then how to file the return before 30th June.
Thanks
Q:- Ours is a Pvt Ltd Company and we have accepted deposits from
1. Members (well within the limit of 100% of Paid-up Share Capital and Free Reserves),
2. Directors, and
3. Relatives of Directors,
during the Financial Year 2015-16.
Do we need to file Return of Fixed Deposits in Form DPT 3 on or before 30-06-2016.
Please advice
Q:- What is the prescribed manner for informing ROC in case of Deposits From Shareholders in case of private Ltd companies (upto 100% of share capital and reserves). Further, is DPT-3 Required to be filed in case of Private company which has accepted deposits from Shareholders only in above case.
Q:- Can a private company take deposit/loan from HUF? All Members in HUF are the directors and shareholders of the private company.
Q:- As Section 186 includes loan to any person, please clarify is it possible to give loan or advance against salary to any employees of the company without approval of the Board or without interest ? These advance against salary may be deductible/adjusted from the employees monthly salary over a period of 2-3 years.
Q:- Whether provisions of section 186 of the Co Act 2013 are applicable even in case of issue of Optionally convertible debentures? Is it still possible to issue OCD at zero / nominal coupon rate ?
Q:- Even as per recent Circular No. 18/2013 dated 19-11-2013, the Ministry of Corporate Affairs has issued a clarification with regard to applicability of provision of Section 372A of the Companies Act, 1956 on account of number of representations received consequent upon notifying Section 185 of the Companies Act, 2013 dealing with loans to directors which is corresponding to Section 295 of the Companies Act, 1956. It was candidly clarified in the said Circular that Section 372A of the Companies Act, 1956 dealing with inter-corporate loans continue to remain in force till Section 186, of the Companies Act, 2013 is notified.What is the position now as section 186 already notified?
Q:- Whether loan to employee covered under this section? Whether loan to employee require Board approval? Whether minimum rate of interest is chargeable for loan to employee. (employee referred here is not director KMP)
Q:- Can a company accept Interest Free Loan from another unrelated Company. Is there be any violation for loan receiver under section 73-76, 186 or any other section. Kindly confirm.
Q:- Can the Board pass a general resolution u/s 186 of Companies Act,2013 specifying the max. amount of loan that can be granted by the company to its employees, instead of passing specific board resolution everytime on case to case basis as it creates very much practical difficulties?
Q:- Does a private company needs to ratify its investments by means of a special resolution u/s 186 of the Companies Act,2013?
Q:- Hi can a private limited 100% subsidiary company can give corporate guarantee to a bank to secure a loan santioned to its holding co (private) when all the three directors of both the companies are same/common
Q:- Does salary advance / loan given to employee of the Company falls within the ambit of Section 186?
Q:- A Private Limited Company had extended inter-corporate interest free loan for a tenure of 10 years to its Listed Subsidiary Company during May 2013. What is the position of such loan under new Act since Section 186 is applicable to Private Limited Company also.
Q:- Hi everyone, Please Clarify -"A"Private limited has taken loan from "B"Private limited which is not related to"A"Private limited. And Now "A"Private limited want to invest in the equity shares of "C" Private company which is related to "A"Private limited i.e. one of the director is common in both private companies -"A" &"C". Can "A"Private limited invest in "C"Private limited? If yes, than upto what limit? Is there any upper limit for authorization by passing SR?
Q:- WHOLE SECTION EXPLANATION SIR PROVIDE
Q:- Does an investment by a company into the capital of a partnership firm (not an LLP) attract 186(2)
Q:- Can a private limited company give loan to its wholly owned subsidiary?
Q:- Does section 186(1) of companies act 2013 applicable to inter corporate borrowing?
Q:- Does section 186(1) of companies act 2013 applicable to inter corporate borrowing?
Q:- Does section 186(1) of companies act 2013 applicable to inter corporate borrowing?
Q:- Does section 186(1) of companies act 2013 applicable to inter corporate borrowing?
Q:- As per Section 184 (1) of Companies Act 2013 a Director has to disclose his concern or interest in any company,firms etc in the first meeting of the Board in every financial year. The declaration is to be made in Form MBP1. When a Director furnishes such declaration in Form MBP1 to the company, does the company need to file the details of such declaration in Form MGT14? Please clarify
Q:- Copy of resolution alongwith explanatory statement u/s 102 of CA 2013 is mandatorily to be attached to MGT-14. In case of BM resolution taking note of disclosure of interest, there will not be any explanatory statement as the same is applicable to shareholders resolution only as per Sec 102. Therefore is it ok if we attach BM resolution against the copy of resolution alongwith the explanatory statement under sec 102 stipulated in the form?
Q:- ROC REMARKS A MGT 14 UNDER SEC 184 THAT DIN NO IN BOARD RESOLUTION IS MANDATORY WE HAVE MENTIONED DIN OF PERSON SIGNING THE RESOLUTION WHAT WILL BE THE FURTHER REQUIREMENT TO COMPLY .CAN WE RECTIFY THE RESOLUTION PASSED IN BOARD MEETING
Q:- As per Sec 184 of CA 2013, every director has to make disclosure of his interest in various entities every year and the same has to be considered in the first Board meeting of the financial year. MGT-14 is to be filed with respect to the disclosure considered in the Board meeting within 30 days of the Board meeting. A person is a director/member in some companies with which there is likelyhood of the company entering into contracts. The director also holds shares in many listed companies as investment. He also trades in listed shares as an investor thereby resulting in frequent changes in the holdings. Should the director disclose the details of his membership in such listed companies as well every year and subsequent to every change during the year?
Q:- Sec 184 of CA 2013 states that every director shall at the first Board meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change disclose his concern or interest in any company or bodies corporate etc. Rule 9 of Companies (Meetings of Board and its powers) rules state that it is the duty of every director to cause it to be disclosed at the meeting held immediately after the date of notice. Does it imply that the director disclosing his interest in MBP 1 to the Board need not be physically present at the Board meeting? Is it enough that he ensures that the interest disclosure is considered by the Board in its meeting?
Q:- Whether the directors of section 8 company are also required to make disclosures in MBP-1 and MGT-14 is required to be filed by Section 8 company in this regard?
Q:- A person who is a director of a company is not interested as director,shareholder, partner etc in any other company, firm, LLP and other forms of AOA. Should he make disclosure to the Board in MBP1 that he is not interested in any other entity?
Q:- A person who is a director of a company has made disclosure in MBP 1 to the Board that he is not interested in any other form of entity. Should the company file MGT 14 with respect to such a disclosure?
Q:- Do we need to file Form MBP-1 as an attachment in e-form GNL-2 or certified copy stating that directors has disclosed their interest is enough?
Q:- whether to file Form MBP-1 as an attachment with MGT-14 OR NOT
Q:- Whether filing of Form MBP1 (disclosure of interest by Directors)with ROC is Mandatory or not? If it is mandatory to be filed then how is the same is to be filed as an attachment to the MGT-14 or another way
Q:- ? Do additional directors (Independent) need to disclose their interest in first board meeting held after their appointment?
Q:- Section 184 requires a director to provide information about disclosures his/her interest in various contracts/arrangements entered by the company. Could you please provide me definition of contract/arrangement as required by this section? also does a normal sale/purchase at arm length price do cover under this section?
Q:- Whether it is necessary to receive duly filled and signed MBP-1 from all Directors before dispatch of notice for calling Board Meeting or we simply place agenda item as " To take note of Disclosure of Interest" ( Though I am not in receipt of MBP-1 from all Directors ) and request all Directors to bring their duly signed MBP-1 at the Board Meeting.
Q:- Whether a director has to disclose his interest in foreign companies as well in Form MBP-1?
Q:- Does Form MBP-1 requires disclosures of shareholding being less then 2%?
Further in DIR-12 of newly appointed Director , does his interest in other entity by way of shareholding requires to be disclosed even if it is less than 2%?
Q:- !84(2) prohibits a director from voting on resolution in respect of contract or arrangement with another body corporate or firm or entity in which he is interested. It does not prohibit the director from voting on appointment of additional director a person who is related to him. This is in contrast to the provisons of companies Act, 1956 under which the government has opined that directors can not participate and vote on resolution appointing a related person as a director. Is this undestanding correct?
Q:- What is the nature of contract or arrangement as referred to in section 184? Is granting of loan shall covered within the meaning of the term" arrangements " in section 184?
Q:- Our Company is an unlisted public co. We are in the process of issuing Non Convertible Bonds to a Person Resident Outside India. So do we need to comply with Sec 42 of Companies Act, 2013 or just Board approval is sufficient?
Q:- share application money standing in bs as on 31.03.2014 in a private company will be allotted in private placement is letter of offer also to be given
Q:- What are the consequences if shares are not allotted and application money is not refunded?On complying with Deposit provisions can such amount be put to use for any purpose other than allotment.
Q:- One company want to issue shares to person who may or may not be members of the company on preferential basis u/s. 62(1)c) of Co. Act, 2013, Please let us know whether provisions of section 42 are applicable ? if yes the company need to comply with provisions of both sections and both rules made there under ?
Q:- One unlisted Public Limited Company, the company has passed special resolution u/s. 42 and 62 offer of Companies Act, 2013 on 25th June, 2014 authorizing the Board of Directors to create, offer, issue and allot 30,00,000 equity shares of Rs. 10/- each for cash at par in one o more tranches from time to time. The company has given list of 85 proposed allotters with their % post paid up capital in explanatory statement in terms of rule 13 of the Companies (Share Capital and Debentures) Rules, 2014. Subsequently Board of Directors of the Company approved Private Placement offer Letter in Form PAS-4 on 27/06/2014 and record private placement offer in Form PAS-5 and send offer to 45 persons alongwith Private Placement offer letter in Form PAS-4 to those persons on 27/06/2014. The company has received application money and allotted shares to those 45 persons. Subsequently the company has record private placement offer in Form PAS-5 and send offer to 30 persons alongwith Private Placement offer letter in Form PAS-4 to those persons on 23/07/2014. Please let me know what date of circulation of private placement offer letter in both Form PAS-5 i.e. For 1st Offer- date of circulation of private placement offer letter : 27/06/2014 For 2nd Offer- date of circulation of private placement offer letter : 23/07/2014 Also explain me that date of circulation of private placement offer letter is the date of approval of Private Placement offer letter or date on which private placement offer letter send to proposed allottees b/c Private Placement offer letter is approved by Board one time for entire offer and issue of Shares i.e. offer, issue and allot 30,00,000 equity shares of Rs. 10/-
Q:- What is the difference between Further issue of share capital and Private Placement?
Q:- What is the difference between Further issue of share capital and Private Placement?
Q:- What is the difference between Further issue of share capital and Private Placement?
Q:- What is the difference between Further issue of share capital and Private Placement?
Q:- What is the difference between Further issue of share capital and Private Placement?
Q:- Company has taken Share Application Money from one person, to whom we have to allot shares and the Authorized share capital of the company is also to be increased by the amount of share application money. Now my confusion is, there any violation of the provisions of section 42 of the Companies Act, 2013, or simply we can increase the ASC of the Company and after that to allot shares?
Q:- Can the share application money pending as on 31.03.2014 (pertaining to previous years )be adjusted towards allotment of shares u/s 42 of Comapnies Act,2013?
Q:- As per Rule 14(3) of PAS Rules, if the company is listed it shall file Letter of offce with SEBI within 30 days of circulation.
Listed company as defined under the new Act means "a Company whose securities are listed on any recognised stock exchange. However, as per SEBI ICDR, listed company includes compnaies whose equity shares are listed of recognised stock exchange.
So, if only NCDs of XYZ Limited are listed they will be classified as listed company for the purpose of new act of 2013 and will be required to comply with all provisions applicable to listed company.
Now, my query is if XYZ Ltd. issues equity shares on preferential basis, whehter it will be required to flie PAS 5 & PAS4 with SEBI?.
Q:- ROC Form filing pending
Q:- Resolution for increasing Authorise capital and MOA is amended then whether share can be issued even if on the date of issue Form MGT-14 & SH-7 pending the allotment.
Q:- After passing of resolution for increase of Authorise capital and approval of alteration to MOA then whether share can be allotted even if on the date of allotment Form MGT-14 & SH-7 is pending for filing.
Q:- share application money pending for allotment as on 31/03/2013 or 31/03/2014
Q:- As per section 42 of the companies Act,2013, provides that All monies payable towards subscription of securities under this section shall be paid through cheque or demand draft or other banking channels but not by cash ,All monies received on application shall be kept in separate bank account a schedule bank. further as per Companies ( prospectus of securities) Rules,2014, such offer/ invitation shall be made to not more than 200 persons and the value of such offer or invitation per person shall be with an investment size of not less than twenty thousand rupees of face value. PAS-4 and PAS-5 is also required . I want to know all these provisions are applicable to producer companies or not?
Q:- As rules published regarding appoitment of KMP , every listed company & every other public company having paid up share capital of Rs. 10 crore or more require appointment of KMP . so that means it is not applicable to Pvt Ltd company. So what would be the status of Company secretary who are working as Cs in full time employment in Pvt Ltd company having paid up share capital more than 5 cr.
Q:- A group having all pvt limited companies which are not subject to the mandatory appointment of KMP wishes to appoint WTD/MD and pay remuneration to all the directors. Reading of Sec 2(94) and Sec 203(3) gives us the understanding that a WTD cannot be appointed as executive director in more than one company. This means he can neither be a WTD or MD in one other company. However a person designated as MD can be MD in one other company. Under these circumstances can all the persons on the Board of pvt limited companies be designated as MD so that it will provide scope for the appointment of such persons as MD in one another company? By appointing a person as WTD, the company will not have the option of appointing him as executive director in the other companies, necessitating the company to induct new members into the Board.
Q:- Whether a same person can be a Whole-time Director, CFO and CS of a Company which is covered under Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Q:- Would a private company or a public company having a paid up share capital of less than INR 10 crore need to undertake compliance with respect KMP provisions, in case it were to have KMP(s).
Q:- One person is holding the position of Managing Director in three companies for which the specific approval from CG as per Section 316 of the CA 1956 is in force till 2015. Does this approval hold valid as per the current provisions of Section 203 of the Companies Act 2013
Q:- • Can a Company Secretary be a Whole Time Director in a Company?
Q:- Can one person be appointed as CS and CFO of a Company at the same time? Is there any provision under the CA 2013 that specifically prohibit this? Would there be any technical problem in filing form DIR-12 for the CFO appointment, when he is already showing as a CS of the Company in the MCA portal.
Q:- A Chief Executive Officer of the Company can be designated as Key Managerial Personnel under Section 203 of Companies Act, 2013 if he is appointment before the commencement of Companies Act, 2013?
Q:- Is there any prescribed Qualification provided for appointment of CFO (Chief Financial Officer) and CEO (Chief Executive Officer) u/s. 203 of the Co. Act. 2013
Q:- Private Company which require to appoint whole time company secretary but which does not fall under companies which require to comply with the provisions of sec 203 of the Act , whether they require to designate CS as KMP under sec 203 and require to fulfill the conditions given in the section
Q:- Can a CFO be appointed as CS also in the same Company?
Q:- Does the re-designation of KMPs in a company who were appointed before the enactment of the new Companies Act, 2013 requires filing of form DIR 12 and MR 1?Please do suggest with reasoning.
Q:- Company secretary of a holding company can be appointed inits subsidiary company, as sec 203 of the Act allowed the same? Is there any restriction provided in Company secretary Act, 1980 and regulations or guidelines issued thereunder? Other views are solicited
Q:- In a Pvt Ltd Co. having paid up less then 05 Crores, they have appointed CS in 2013 in the board meeting under the old Act, BR passed in 2013 doesn't have remuneration details in it. Now they want to revise the remuneration of CS w.e.f 01st April, 2015 do they need board Approval for revising the remuneration of CS?
Q:- X is the subsidiary company of a Y holding Company. Mr. A is working as Executive and receiving salary from Y holding Company. Further, the holding Company i.e. Y is not required to appoint any Company Secretary.
In present case, whether Mr. A who is whole time employee and receiving salary from Y i.e. holding company can file his appointment as Company Secretary in X i.e. Subsidiary Company.
Members view are solicited.
Q:- Whether it is possible to appoint a company secretary of unlisted private limited company in its listed subsidiary company in terms of Section 203 of companies act, 2013?
if possible what is the procedure?
Q:- My company has Auditor firm doing Audit since 2008...please clarify about the rotation of auditors as per new act
Q:- The Companies which fall within the purview of Rule 5 of Companies (Audit & Auditors) Rules, 2014 and Section 139(2) of Companies Act 2013 have been given a time transition of 3 years to comply with the provisions of rotation of auditors. Meaning that they need to appoint a new auditor in case the existing auditor has already exceeded the term permitted in the said Section. My query is: What about companies to whom the section is not applicable on 1.4.14 but by virtue of fresh borrowings beyond the limit given in Rule 5, the section becomes applicable to them? Do they also get a time transition of 3 years? Or do they need to make fresh appointment in this year itself.
Q:- Sec 139(1) states that every company shall appoint auditor in the first AGM and the company shall file the prescribed return within 15 days of the appointment in the AGM with the registrar. In case of newly incorporated company, the Board shall appoint the first auditor within 30 days of registration of company. Is it necessary to file the prescribed return in case of appointment of first auditor by the Board wtih the ROC?
Q:- I have not filed form 23b for appointment of auditor for the year 2012-13 and 2013-14. What is the procedure for filing the same now and what are the consequences of late filing of form? If it is to be filed through form GLN-2, what is the procedure of filing the same??
Q:- Company is required to obtain the Certificate and consent letter from the statutory auditor at every AGM at which its appointment is to be ratified, if yes what documents do we need to file with Registrar?
Q:- Is it mandatory for a company, whether private or public, to appoint an Auditor for a period of 5 years in terms of Section 139(1)?
Q:- I am auditor of private limited co. since 8 years not falling under any class company as section 139(2) whether i have to fillup information for all 8 years in Form ADTclause 4(i)
Q:- Whether A Proprietorship CA Firm will be treated as a Firm or as an individual for the purpose of section 139(2) relating to appointment of auditors. if possible provide some legal backing. because as per ICAI a proprietorship CA firm has a Firm registration number and in Form ADT-1, it is required to mention the membership number or Firm Registration Number.
Q:- In section 139(1 ) of CA,2013 FIRST ANNUAL GENERAL MEETING MEANS AFTER COMMENCEMENT OF ACT OR IN CASE OF EXISTING COMPANY WHAT IS MEANT BY FIRST AGM?
Q:- Whether form ADT-1 is required to be filed in case of a government company?
Q:- As per the Section Rotation of Auditor is mandatory where if all companies having paid up capital of below threshold limit mentioned above, but having public borrowings from financial institutions, banks or public deposits of Rs. 50 crore or more
My Query is what does "Public Borrowing" means whether it Includes Overdraft Facility Obtained by Company from Bank also or not
Q:- In the event of casual vacancy in the office of Statutory Auditor whether e-form ADT 1 should be filed within 15 days of Board Meeting or within 15 days of General Meeting in which his appointment is approved by the shareholders?
Q:- Listed Companies and companies belonging to such class shall appoint or re-appoint an auditor for 1 or 2 term as the case may be,
Query1: My firm is an auditor of private limited company from 2009-2010 and in F.Y 14-15, the public borrowings of the company exceeds 50Cr, now whether the rotation of auditors will apply to my firm and if, then for how many years my firm can continue as an auditor for this company.
Query 2: When we have to see the applicability of the provision rotation of auditor, whether it is every year or at the end of term completed (after 5 years).
Query 3 : Whether the company is required to file ADT-1 Every year even he is appointed for 1 term (say 5 year), however for every year ratification whether ADT-1 is required to be filed.
Q:- Is it mandatory to appoint statutory auditor for a term of five years? Can he be appointed for one year and 'reappointed' every year; instead of 'ratification of appointment'?
Q:- Since ratification of auditor has been omitted by Companies Act 2017. What approach a company needs to follow if it has appointed auditors for 1 year and subsequently filing form every year upon the ratification. Do company need to continue filing form ADT-1 or fresh appointment of 5 years is required to be done?
Q:- As per the recent amendment in the section 139 of the Companies Act, 2013, there is no requirement related to ratification of appointment of auditors by members at every annual general meeting . But nothing is stated related to fixing of remuneration of auditors, as the same required approval of members in a General meeting. So, kindly suggest the provisions and the procedure to fix the remuneration of the auditors.
Q:- Dear Sir/Madam, a private company took loan from its members under the Companies Act, 1956 and the same is still exist on 31.03.2014. Now, as per new act, what we should be done?? can we will have to repaid it or also give interpretation of explanation as given in Rule 19 of Chapter V.
Q:- What would be the treatment of unsecured loans outstanding as on 31.03.2014 in a private limited company ? Whether they would be treated as deposits and need to be paid within 1 year? If yes please provide the procedure for same.
Q:- While filing Form GLN 2 seeking one years time to repay deposits outstanding as at the commencement of CA 2013, should we select the option "return of deposits" or "Others" under point no 3?
Q:- A company having share application money pending in its books as on 31.03.2014 and is still pending. Is the company required to file Form DPT -4 as the said share application money falls in the definition of deemed deposits??
Q:- Form DPT 4 is an attachment giving details of deposits as on 31.3.2014. Pl specify to which e form it should be attached to for filing with ROC ?
Q:- Sec 74 starts with the words "where in respect of any deposit accepted by a company before the commencement of this Act". The Deposit rules 2014 made effective from 1.4.2014 states that deposit does not include unsecured loans accepted from directors. As a result unsecured loans from shareholders and relatives will fall within the definition of "deposits" wef 1.4.2014. However under the CA 1956 unsecured loans from directors as well as shareholders and relatives were excluded from "deposits". Does it imply that unsecured loans from shareholders/relatives accepted before the commencement of CA 2013 will not require compliance with Sec 74(1) of CA 2013?
Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.
Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.
Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.
Q:- Auditors Certificate which is required to be attached with Form DPT-4 is manadatorily to be taken from Statutory Auditors or can be taken from a CA as well ?
Q:- Is it mandatory to file DPT-4 with certificate even if there is no deposit
Q:- Whether Certificate as attached to DPT-4 be signed by the statutory auditor of the Company or any practicing Chartered Accountant? Thanks in advance.
Q:- If as on 31-03-2014 there is loan form relative of Director which is repaid on 28-05-2014 whether still the company is required to file DPT-4? After considering the General Circular 05/2015 dated 30-03-2015 in my case still there is requirement to file DPT-4?
Many Many Thanks in Advance
Q:- My Company Having unsecured Loans on 31.03.2014 by its share holder & not filled DPT 4 with ROC Now can i file the DPT 4
Q:- You are kindly requested to clarify that why in Point No. (i) of Section 2(51) i.e. in Definition of "Key Managerial Personnel" the Chief Executive Officer or the Managing Director or the Manager are in option (by using or) and rest are numbered consecutively? Is it implies that if a Company is having any of the two positions among the Chief Executive Officer or the Managing Director or the Manager then only one of the two or three can be termed as Key Managerial Personnel? Kindly clarify.....
Q:- whether the noting of the promoters name in the first Board Meeting is essential or naming the same in Annual Return to be filed under Section 92 will be sufficient.
Q:- Section 2(41) of the Act mandates accounting year of the company should be financial year. Whether ROC can accord permission for modification of accounting year to a particular year for 18 months period? In that case, what is a procedure under the new act?CS.PR.RAMANATHAN,Arthos Breweries Ltd, Chennai
Q:- ? Does the word "Person" used in Sec. 2 (76) (vii) of the Companies Act, 2013 includes a "Body Corporate" as defined under the Companies Act, 2013
Q:- The definition of Listed Company was given as a Company which has any of its securities listed on any recognised stock exchange. Company include a private company also, can a private company's shares be listed on stock exchange??? no, as far we are concerned, becoz of restriction on transferability of its shares, how do we interpret the definition of listed company as per 2(52) of the Companies Act, 2013.
Q:- In case of definition of a subsidiary company what is the meaning of "Controls the composition of Board of Directors"
To illustrate with an example : A listed company has 10 Directors which includes 3 promoter Directors ,2 Non executive Directors and 5 Independent Directors. Out of the 3 promoter Directors one is MD/CEO of the company and another one is the executive chairman of the company and the third is a woman Director who is the spouse of the MD.
If these 3 promoter Directors are the only Directors and hold majority shares in another company , does the later company become a subsidiary of the former listed company??
Q:- The question is regarding definition of Related Party u/s 2(76). ABC Pvt Ltd is holding 33% shares in XYZ Pvt Ltd. Besides substantial share holding, there are two common directors on the board of both these pvt companies. Therefore,
(1) whether both these Pvt companies will fall under the Related Party definition as per sub-clause (iv) of Section 2(76) ?
(2) As per the latest exemption notification, sub-clause (viii) of Section 2(76) will not be applicable to Pvt Companies for the purpose of Section 188. So, if both these pvt companies are exempted by virtue of sub-clause (viii) from Section 188, whether these pvt companies will continue to be exempted evenif they are covered by sub-clause (iv) of Section 2(76), which is not exempted for applicability of Section 188.
In nutshell, whether sub-clause (iv) and Sub-Clause (viii) of Section 2(76) shall be applied separately while deciding applicability of Sec 188 to Pvt Companies or sub-clause (viii) supersede sub clause (iv) while deciding the applicability of section 188 to Pvt companies.
Thank you in advance,
Q:- Can a person who is not citizen of India hold equity shares in unlisted Public Company in India?
Q:- can foreign company set up LLP as a subsidiary in India
Q:- The Ministry of Corporate Affairs (“MCA”) notified on June 5, 2015 that certain provisions of the Companies Act, 2013 (“2013 Act”) shall not apply to private limited companies The Notification provides that, in relation to a private company, the entities specified in Section 2(76)(viii) of the 2013 Act (i.e., the Group Companies) would not be considered related parties for the purposes of Section 188. Since the Notification does not exempt private companies from the applicability of Section 2(76)(iv) of the 2013 Act, if the directors or managers in one private company are directors or members in another private company, a transaction between the two such companies would be considered as a related party transaction despite the exemption granted from Section 2(76)(viii). Therefore, if the intent is to exempt private companies from related party transactions , then section 2(76)(iv) should be not be applicable to private companies.
Q:- relative
Q:- Dear Members,
I have a doubt with respect to financial year end of the company.
As per section 2(41) of companies act, 2013, financial year mean period ending on 31st March every year. And every company having a different financial year, shall within a period of 2 years (i.e., before 31st Mar, 2016) from the commencement of CA, 2013, align its financial year as per the provisions.
Accordingly, a company (having its FY ending as on 31st December) intends to change its FY ending as 31st March. Thus, its FY will start form 1st Jan, 2016 to 31st Mar, 2017 and thereafter, from 1st April to 31st March every year.
Whether a company can do so?
Since, though the decision is taken to change its FY end before 31st Mar, 2016, the FY will end on 31st Mar, 2017 (after 31st Mar, 2016). Please advice.
Q:- Which is the last date to alien the financials year as per Companies Act 2013? Can Company close its financials as at 31 December 2015 without obtaining tribunal approval?
Q:- A Resolution was passed by Board of Directors at meeting held on August 2013 authorising a person to execute documents for sale of shares held as investment by the company. The resolution was passed under Companies Act 1956. With effect from 01.04.2014 Companies Act 2013 has come into force. Due to this should a new resolution be passed againd under Companies Act 2013 again by the Board authorising the same person to execute documents for sale of such shares held as investments, which sale is to take place in June 2014.
Q:- As per Sec 179(3)(f) of Companies Act,2013, the power to grant loan shall be exercised by the Board by means of a resolution passed ata duly convened meeting. Does that imply that an NBFC engaged in the business of granting loans is required to pass a board resolution each and every time while sanctioning a loan to any person/body corporate?
Q:- is a holdiong company granting loans to its wholly owned subsidiary is required to pass a board resolution every time under Section 179(3) of Companies Act ,2013 while granting loan or it can pass a resolution containing the maximum limit of loan it will grant to its subsidiary ? .
Q:- (Is it necessary to file MBP-1 with MGT 14 by every company who have taken a note and pass a Resolution on receipt of disclosure by the Director, who is holding directorship in ten Companies in case if he is resigned from any one Company?
Q:- Proviso to Sub-Section (3) of Section 179 talks about delegation to the 'Principal Officer'. However, nowhere in the Companies Act, 2013, SCRA, SEBI Act or Depositories Act, the term 'Principal Officer' has been defined. In the circumstances, who can be the 'Principal Officer' for the said Section.
Q:- In case of a right issue of shares by a private limited company for which board meeting should we file MGT 14 u/s 179(3)(c). Is it for the Board Meeting where rights issues offer is made or the Board Meeting where rights issue shares are issued and allotted?
Q:- As per Sec. 179(3) it was necessary to file form MGT-14 to borrow money
Now my questions
(1) U/s. 180(1)(c) , I had passed resolution to borrow money upto Rs. 25 lacs, I had already borrowed Rs. 20 lacs and now want to borrow Rs. 5 Lacs, is it necessary to file fresh MGT-14 for remaining borrowing of Rs. 5 lacs
(2) Whether borrow money cover unsecured and secured loan and also long term and short term borrowing
Q:- As per Notification no GSR 206(E) dt 18.03.2015, item no 5 of Rule 8 of Companies (Meetings and Powers of Board) Rules relating to power of Board to consider the disclosure of interest by directors has been omitted. So there is no necessity to file the BM resolution with respect to the same with ROC under Sec 117(3)(g) of CA 2013. Please confirm the same.
Q:- I Have Not Filled any Resolution with ROC ie Disclouser of Director Interest & Approving the Balance for the F.Y 2014-15 Now Section 179 has been ameded since 20th March 2015 . Now this is necessary to file the pending resolutions
Q:- Can the allotment of shares be made through resolution passed by way of circulation?
Q:- IS MGT 14 REQUIRED TO BE FILED FOR APPOINTMENT OF CS IN PRIVATE COMPANY
Q:- Can the Board of a private company ratify the resolution after making the investment above the limit passed in the earlier resolution?
Q:- Section states that Maxim Directorship shall not exceed 20, however what if a director hold directorship in 10 public and rest of private company and 1 of the private company is converted into public company, how shall he maintain his directorship then
Q:- Dear Sir/Madam, Namste, My Query is regarding appointment of Independent directors who would not come under the purview of retirement by rotation:why should we appoint independent directors again who is not falling due for retirement
Q:- Section 149 (1) (b) lays down that 15 directors are the maximum. What if earlier section 25 co had 25 as its max directors and had filled all 25, should it reduce to 15 as sub sec (20 of the section has given one year to comply. Therafter after passing Spl Resln and increasing it to 25 can the section 25 company ( now Section 8) proceed to obtain central govt approval and then appoint the director?
Q:- what is the timeline within which a resident Indian director is to be appointed after the commencement of the new companies act.
Q:- As per new Companies Act is it mandatory to give an appointment letter stating the terms and conditions of appointment viz.remuneration and facilities offered to him/her?
Q:- In how many companies a person can be appointed as Independent Directors? Is there any such limit other than limit for Directorships? Can a Independent Director of Holding Company be also the Independent Director of Subscriber?
Q:- Whether a person can be directly appoint as an independent director, without appointing as a additional director/ director............???
Q:- An independent director of the company, being a practicing Chartered Accountant, can sign the balance sheet of the company??
Q:- As per SCHEDULE IV section 149(8) CODE FOR INDEPENDENT DIRECTORS the listed entities has to hold at least one meeting in a year of independent directors, here in the act the word "in a Year" is not defined whether the year here states the any Financial year or the Calender Year?
Q:- Sec 149(4) requires every listed public company to have one-third of the total number of directors as independent directors. F or calculating this no, should nominee directors appointed by banks/ financial institutions,be included in the total strength of the Board. Please clarify with relevant sections/ rules.
Q:- Form Replacing F 23AC and F 23ACA of Companies Act, 1956
Q:- will the accounts of a gratuity Trust be consolidated with the Company ?
Q:- Can a private ltd company adopting Jan-Dec as its financial year present the accounts and financial statements for the FY ended Dec 2014 as per the old Companies Act 1956 and follow depreciation as per Sch XIV of the old Act, since the provisions of Companies Act 2013 relating to accounts & financial statements as also Sch II & Sch III are effective for FY s beginning Apr 2014. Kindly clarify.
Q:- Can company have MD & CEO both under new company act Because under section 129 Financial Statement should be signed by two directors out of which one shall be managing director and the Chief Executive Officer. Can anyone please explain.
Q:- As per Section 129(3), a company has to consolidate the accounts of its subsidiaries (including Joint Ventures/Associate Companies) and report.
However while reading Rule 6 of Companies (Accounts) Rules, 2014 along with GSR 723E dated 14th October, 2014 it seems that companies that do not have subsidiaries but only associate companies are exempt from the requirement of preparing Consolidated Financial Statement for the year ending 31st March, 2015.
Please clarify whether the understanding that:
1) Companies that do not have subsidiary but only associate company is exempt from preparing Consolidated Financial Statement?
2) Is attaching AOC 1 along with Financial Statements be sufficient?
is correct.
Q:- When is consolidation of financial statements mandatory
Q:- Rule 6 of The Companies (Accounts) Rules, 2014) provide that the consolidation of financial statements of the company shall be made in accordance with the provisions of Schedule III of the Act and the applicable accounting standards.
On 16 January 2015, the MCA issued an amendment that provides that:
(ii) in rule 6, after the third proviso, the following proviso shall be inserted, namely :—
“Provided also that nothing in this rule shall apply in respect of consolidation of financial
statement by a company having subsidiary or subsidiaries incorporated outside India only for
the financial year commencing on or after 1st April, 2014.”
In the light of the amended rule we would like to understand whether the exemption from preparing consolidated financial statements for the financial year 2014-15 is available if a company has foreign subsidiaries along with Indian subsidiaries, or will be available if a company has only foreign subsidiaries but no Indian subsidiaries.
Q:- Please send us the format of Consolidated Directors Report, MGT-9 & Auditors Report if you have !!
Q:- Is it mandatory to adopt audited financial statements of subsidiary co./associate co. in its AGM before adopting the same at the AGM of holding Company as consolidated financial statements? Which provision says that AGM of subsidiary co. /associate co. should be held before the AGM of holding Co.?
Q:- A Company was incorporated in December 2012. Can they hold their first AGM in June 2014?
Q:- This is a case of company registered under Sec 26 of CA 1913 (corresponding sec 25 of CA 1956 and sec 8 of CA 2013). The company wishes to hold its AGM/EGM at a place other than the registered office and outside the local limits of the city in which the registered office is situated. Proviso to Sec 96(2) states that the central govt may exempt any company from the provisions of sec 96(2) subject to such conditions as it may impose. In light of this should the company apply to the Central Govt?. What is the prescribed eform for this?
Q:- • Is there any return/document (except annual return) which company has to file with Registrar under Companies Act,2013 after its AGM?
Q:- As per section 96 of the companies Act, 2013, an anuual general meeting can not be hled on Natinal Holidays declared by the Central Government. Central Government had declared only three days, viz, Independence Day, Republic Day and Gandhi Jayanthi as national holidays. Sunday is not declared as a national holiday. Hence, can an AGM be held on Sunday?
Q:- what will the date of first AGM for the Company incorporate in 28/01/2013?
Q:- what could be the reasons for extension of AGM
Q:- A company was incorporated on 6th November, 2013 under Companies Act, 1956.what is the time period for holding its first Annual General Meeting?
Q:- Form AOC 4 is not yet notified and a Company has already Conducted its AGM, so Which form needs to be filed for the same? Any delay in filing may lead to penalty, please suggest a suitable solution for the same.
Q:- what are the major compliances needed to done after an AGM for public listed company?
Q:- As per Section 77 of the Companies Act, 2013. ‘It shall be the duty of every company creating a charge within or outside India, on its property or assets ………………, to register the particulars of the charge………., with the Registrar within thirty days of its creation’. Charge has been defined as ‘an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage’. Does that mean a Company is required to register details of Pledge created on shares held by it as investments. For example, Company A holds Equity Shares of Company B as Investments. Now Company A desires to pledge those investments in favour of C, do Company A require to Register the same with RoC, under the provisions of Companies Act, 2013
Q:- IF Bank Guranatee is issued after the lien on Fixed Deposit, IS CHG-1 to be filed
Q:- if a private company took a loan from bank then is it necessary to create charge on its assets
Q:- if a private company took a loan from bank then is it necessary to create charge on its assets
Q:- if a private company took a loan from bank then is it necessary to create charge on its assets
Q:- if a private company took a loan from bank then is it necessary to create charge on its assets
Q:- If a charge is not registered within 30 days , is filing of form CHG-1 would be sufficinet compliance of Section 77?
Further there is a reference to form CHG-10 regarding condonation of delay by Registrar maximum upto 300 days in case of delayed registration , however no such form is available as yet. Pls advise
Q:- X Co. has taken Loan from NBFC, issued Debentures and executed Debenture Trust Deed.( DTD). Y Co has given its security to secure Loan and there by secure Debentures and party to DTD
Reading of Rule 3 of Companies (Registration of Charges) Rules, 2014
For registration of charge as provided in sub-section (1) of section 77, section 78 and section 79, the particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form No.CHG-1 (for other than Debentures) or Form No.CHG-9 (for debentures including rectification),
Query : Whether Y Co shall required to file CHG-1 or CHG-9 ?
1. Now in this case though Y. Co is not issuing Debentures , but it shall create charge to secure Debentures issued by X Co.
2. Section 77 and Rule 3 , does not speak about Issuer of Deb., it specifies Charge creating Instrument
3. Eform filing is Instrument specific and not issuer specfic
Hence as per section and Rules Y. Co shall file CHG-9, instead of CHG-1
Kindly share your views
Q:- Whether charge has to be created on the finance lease taken by the company?
Q:- Sir, A Private Company had passed a Board Resolution in 2011 (at the time of incorporation) to borrow upto Rs. 10.00 lakhs, when its paid up capital was Rs. 4.5 lakhs. The Board then increased its borrowing powers in August 2013 (while approving financial statements) to Rs. 2.00 crores as it thought of acquiring land for slightly re-aligning its objects (original objects were mining activity, for which applications were filed but approvals had not come, & so the Company decided to get into sand mining activity, by inserting those activities in the Main Object). Though the resolution was passed in Aug 2013 BM, the actual lending from the directors happened only in late September 2013, when the Sec. 185 has already got notified. Whether in this case, we can rely upon the old resolution of Aug 2013 passed by the Board would hold good OR we need to comply with new provisions?
Q:- Dear Concern, Kindly confirm section 180 of the Co.Act 2013 which says aggregate of paid up capital and free reserves(if reserves are in negative then how to treat) For eg. If paid up capital is 100Cr and free reserves -60 cr then for section 180 Will it be 100 or 40(act defines Free reserves as amount available for appropriation)
Q:- If an unlisted public company wants to issue optionally convertible debentures then is it required to take approval of shareholders under section 180(1)(c) relating to borrowing money in excess of aggregate of paid up and free reserves. As far as my concern, an OCD is not a borrowing bcoz a borrowing is what we have to repay the same and an OCD is going to be converted into equity shares of the Company after such period so question of repayment doesnt arises.
Q:- Rule regarding postal ballot specifically provides for passing of resolution under section 180(1)(a) by way of postal ballot only, then why many listed companies are passing the same in the annual general meetings, is there any exception available to that??
Q:- If the Board of Directors of the Company borrowed money and mortgaged its properties in excess of its paid up capital and free reserves, then can company subsequently in general meeting ratify the borrowing so made and properties so mortgaged before passing of special resolution u/s. 180 (1)(c) and 180 (1)(a) of the Companies Act, 2013 or is there any violation of the act.
Q:- can a resolution of borrowing power be passed by postal ballot
Q:- Whether unsecured loan taken by private limited from its Directors covered under section 180(1)(c) of the Companies Act, 2013 i.e. borrowing in excess of paid up capital and free reserve and if yes, is it necessary to pass a Special Resolution before obtaining unsecured loan from directors after 11.09.2014
Q:- Section 180(1)(c) applicable to Section 8 companies?
This Section is not applicable to private companies and Section 8 company (Class:private) is eligible for privileges given to limited companies.
MCA has not given any specific exemption as given under July 2015 notification.
please suggest.
Q:- Not less than two-thirds of the total number of directors of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. Whether Additional Director shall also be counted in total nos of directors.
Q:- Section 152(7)(a) of Companies Act, 2013 provides for automatic re-appointment of a retiring director subject to certain conditions. It is a replica of earlier Section 256(4) of the Companies Act, 1956. What happens if the resolution for re-appointment of retiring Director is put to vote and is defeated meaning votes cast against exceeds votes for the Resolution. No other Director is appointed in the place of retiring director nor the meeting has expressly resolved not to fill the vacancy nor the meeting is adjourned. Kindly considering the above facts and advise, whether the retiring director deemed to have been re-appointed in this case.
Q:- before appointment of a person as director of the company in general meeting, the same resolution passed in the preceding board meeting subject to approval of shareholders. as per section 152 is it necessary to have the DIN of the person before the said board meeting or before the general meeting?
Q:- Ours is a listed Government Company. Article 32 of our Company relating to the appointment of Directors read as follows:
a) The Chairman, the Vice-Chairman and all other members of the Board of Directors (except part-time Directors) shall be appointed by the President. Till the time Directors are appointed, the Subscribers shall be deemed to be Directors of the Company.
b) The part-time Directors shall be appointed by the President from time to time, as provided for in Article 31 supra.
c) The President may from time to time, appoint the Chairman or any of the Directors to the office of the Managing Director(s) of the Company for such term and remuneration (whether by way of salary or other- wise) as he may think fit. Any such Chairman/ Director appointed to any such office shall, If he ceases to hold the office of Chairman/Director from any cause, Ipsofacto, immediately cease to be Managing Director(s).
By virtue of the above Articles, all the Directors are being appointed by the President directly on the Board. What is the legality of the appointments such made in wake of the Section 152 and 160 of the Companies Act 2013? Do we need to take shareholders approval in the ensuing General Meeting for the same? It is pertinent to note here that our Articles do not contain any provision for appointment of Additional Directors.
Q:- If a Private or Closely held public company appoints a person who is friend/relative of the managing director in which category he should be placed. viz. Promoter,/ Professional / Independent. There are three categories in Form DIR-12 and MGT-7. The company has no legal requirement to appoint a Independent Director.and the person does not hold any qualification to be called a professional. Seek expert views.
Q:- A person who does not hold DIN cannot be appointed as director as per Section 152 r/w Section 164(1)(h) of the Act. Rule 2(d) definition for DIN under Appointment and Qualifications of directors provides "............ issued by CG to any individual ........ to be appointed or to any existing director of a company. Can anybody Kindly enlighten on this. There are so many existing directors who ve already given their consent but got allotted DIN recently or yet to get DIN allotment. If this is the case what would be scenario between the date of appointment and the date of allotment of DIN if appointment is prior to allotment of DIN.
Thanks in advance.
Q:- My Query is placed below. A private limited company is proposing to hold its board meeting for adopting the accounts on 22nd September 2014. The notice for the said board meeting would be circulated on or before 14th August 2014. The company is compliance with the provisions of the act of holding the meeting without a gap of more than 120 days between two meetings. Now the query is, as per Section 136 of the Companies Act, 2013, it is mentioned that we have to circulate the copy of the audited financial statement along with the auditor’s report and other relevant attachments to the members not less than 21 days prior to the general meeting. That means the Company has to conduct the board meeting atleast 23 clear days prior to the AGM to be compliance with the Section. As per the recent circular from the Ministry on the maintenance, preparation, adoption and filing of the financial statement and related attachment, it was stated that all financial statements pertaining to period prior to 1st April, 2014, shall be governed by the Companies Act, 1956. Considering the above circular, would request your views as to whether the Company can follow the provisions under Section 219 of the Companies Act, 1956, wherein it is stated that if 21 days clear notice is not given, then it shall be deemed to have been sent, if the same is agreed upon by all the members entitled to vote at the meeting. Now the issue is, on a conservative reading of the circular, it only refers to the adoption and reporting which is like the annual return and annual report including the director’s report / compliance certificate etc. Hence would also request your inputs on the fact that if the relevant section136 and also the section where the notice of shareholders meeting to be given to auditors under section 146 could have been kept in abeyance. Please provide your views at the earliest on the same.
Q:- I wish to hv others point of view in some points related to annual filing:
1. Form AOC 3 is applicable in case of listed companies only.Right?
2. As answered in reply of a previous question, Form ADT-1 is not required to be filed every year but when we filed ADT-1 last year. The period of accounts for which auditors were appointed was filled up as 2014 to 2015.now how the same form will relate to financial year 2015-16.
3.As per new act consolidation of accounts of associate companies are also necessary and as per definition an associate company is that company in which the parent company have 20% or more share control. now if the shareholders of two company are common and they are also the Directors of both the companies. Will consolidation of accounts be required?
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