|
|
Q & A
Question Sorting on
|
|
Q:- THEFORMAT OF DECLARATIONS FROM DIRECTORS CORRESPONDING TO SECTIONS TO SECTIONS 299 AND 274(1)(G) ARE SECTIONS 164 AND 184. IS THERE ANY FORMAT SUGGESTED,.UNDER THE RULES I AM NOT ABLE TO FIND ANY DRAFT FORMAT.
Q:- Under CA 1956, we were obtaining disclosures under section 299 and 274(1)(g) at the last day of each financial year. Now as per CA 2013, we have to obtain the same under section 184 and the requisite form has also been prescribed which is Form MBP 1. What about the other disclosure which was previously being obtained under the provisions of section 274(1)(g) of CA 2013? Please revert.
Q:- Our Board comprises of MD (nominee-non rotational), Chairperson (nominee-non-rotational) and 4 Independent directors (rotational directors)-MD and Chairperson shall not retire by rotation as per the articles and agreement entered into with the investor bank. Now section 149 says independent directors shall not be counted in the total stength for determing the directors liable to retire by rotation. In these circumstances, how will it be possible for me to comply with the requirement of minimum 2/3rd directors shall be liable to retire by rotation
Q:- For 31-March-2014, would director continue to disclose their interest in Form 24AA. Also declaration under section 274(1)(g) from directors would continue.
Q:- A director has resigned on 25th March 2014 when CA 1956 was applicable. The eform for the same is to be filed. Is it sufficient if DIR 12 alone is filed?. Should the resigning director file DIR 11.?
Q:- In a Pvt Ltd, in 2013 a promoter director was appointed as an executive director at a remuneration beyond the present notified schedule V. Whether the remuneration holds good after 01.04.2014
Q:- Kindly guide me relating resignation of directors occurred prior to March, 2014 in any company especially relating procedural aspects of filing DIR 11 and DIR 12 as subject matter is under old act 1956
Q:- What about the loans to WOS given after section 185 notification but before the notification of rules giving exemption to WOS loans. if loans are given during the interim period whether they will also be considered exempt or not?
Q:- One Director of Private Limited Company has failed to file DIN 3 as provided in old Companies Act, 1956 what he has to do now?
Q:- Whether the Form DIR-8 is required to be obtained from all the existing directors at the beginning of the year (Apr 2014) and to be placed in the Board Meeting?
Q:- RESOLUTION UNDER SEC 100 AND 169 OF THE NEW ACT FOR REMOVAL OF DIRECTOR
Q:- what are the additional grounds under section 167(4) for a private limited co
Q:- As per sec.184, after appointment as Director, The said person is required to disclose his interest in Form MBP-1 in the first meeting he attends as Director. But The Form DIR-12 is required to be filed within 30 day of appointment of Director and one of the Mandatory point of DIR-12 is Interest in other entities.My query is regarding this contradiction only. How a company will fill up this information if the disclosure will be made by the director in the next meeting or only the interest in other entities as Director is required to be fillup here as the same is available in the consent form(DIR-2). If that is the case then the heading should be Directorship in other companies instead of interest in other entities. Can anybody explain?
Q:- In continuation of my query on appointment of Director and disclosure of interest as replied by Ankit, it means we hv to take the disclosure in the appointment meeting itself which ultimately means the proposed director must be invited to attend the meeting as Director after appointment and after the meeting Form DIR-12 as well as Form MGT-14 should be filed simultaneously in case of new appointments.And clients should be informed that like resignation appointment of director also requires filing of two forms within 30 days of appointment.
Q:- As per new CA-13, in case of appointment of KMP we hv to file Form MGT-14 as well as MR-1.In a private companies wher the KMP is not required, if we appoint a Director as a whole time Director, do we need to file the above two forms and also require to follow the sch V for payment of remuneration or we can appoint the person as a non executive Director and pay any remuneration as remuneration restrictions are not applicable to private companies.will Paying a full fledged remuneration make him a whole time director
Q:- Is the appointment of a small shareholder director mandatory for a listed company as per new companies act, 2013 and what is the time limit for such appointment?
Q:- Is the appointment of small shareholder director through a board resolution or special resolution?
Q:- Can a listed company have two Managing Director at the same time?
Q:- Can two non-executive independent directors form a stakeholder's committee or we need to have minimum three independent directors?
Q:- Form DIR 12 is to be filed for appointment of any director. The form requires disclosure of interest in other entities. The first field pertains to CIN/LLPIN/FCRN/Registration no. Does it mean that the disclosure is required with respect to companies in which the appointee is director and/or shareholder, LLP in which he is partner, Foriegn company in which he is director and/or member, partnership firm in which he is a partner and HUF/Trust in which he is interested?. Is the disclosure same as required under Sec 184(1)?. If your answer is affirmative, should the director disclose his direct interests once again in the first board meeting which he attends after becoming director in compliance of Sec 184(1)?
Q:- Can the Chairman and Managing Director of the listed company be a member of the same company's audit committee?
Q:- Can the Chairman and Managing director of the listed company be a member of the Nomination and remuneration committee?
Q:- what is the minimum requirement of members in the stakeholders committee? can the chairman and managing director of the same listed company also be a member of the stakeholder's committee?
Q:- what is the minimum requirement of members in the stakeholders committee? can the chairman and managing director of the same listed company also be a member of the stakeholder's committee?
Q:- Can the Managing Director be a rotational Director. If yes, should he be re-appointed as Managing Director every time he retires by rotation.
Q:- Is it compulsory for the Directors to file DIR 8 with the companies in which they are Directors if any of their company is in default of annual filing. Further DIR 9 is about what. Is it necessary for all the company who hv defaulted in annual filing to file this form with ROC.
Q:- Dir – 2 is the format of consent for appointment as Director. Is there a separate format of Consent for appointment of Managing Director
Q:- Can a car be provided to a nominee director?
Q:- Is there any change in the provisions of payment of remuneration to director other than MD or WTD in case of Private company under Companies Act, 2013
Q:- Dear Sir! does director's retirement by rotation applicable to govt. companies also?
Q:- Dear Sir! does retirement of Directors by rotation applicable to govt. companies too?
Q:- Appointment of Additional Director is till the date of the Annual General Meeting. His appointment in AGM is subject to the proposal by a shareholder to appoint him as a Director. The proposal has to be accompanied with a sum of Rs. 1.00 Lac. Are there any exemptions available to any Company?
Q:- Every director shall inform all the companies in which he/ she is a director, of the DIN allotted to him/her in Form DIR-3B within 30 days of the receipt of intimation of approval of DIN. Where is the Format of DIN -3B?
Q:- In a private company there are two directors A & B. Both A & B want to resign. Now if we appoint two additional directors C & D u/s 161. Can A & B resign before regularisation of additional directors C & D in the ensuing AGM.
Q:- In how many Board Committees can a Director be member/Chairman? Which are the applicable provisons in this regard
Q:- In how many companies can a person be an Independent Director, say in Listed Companies and overall limit?
Q:- We are a private limited company. We intend to appoint an executive director. What are the documents to be attached along with DIR-12. Do we need to file appointment letter along with DIR 12 as section 190 is not applicable to private limited company.
Q:- HOW WILL I FIND DIN WITH HELP OF PAN
Q:- We are pvt limited company operating from SEZ with share capital less than 20 crores. We will be appointing an executive director shortly. In this connection, could you pl clarify the following: a) whether sec 196 is applicable for us b) whether sec 197 is applicable for us? c) do we need to file MR-1? d) Any other form that will be required to be filed in this regard apart from DIR-12 either on a monthly/quarterly/annual basis?
Q:- We are pvt limited company operating from SEZ with share capital less than 20 crores. We will be appointing an executive director shortly. In this connection, could you pl clarify the following: a) whether sec 196 is applicable for us b) whether sec 197 is applicable for us? c) do we need to file MR-1? d) Any other form that will be required to be filed in this regard apart from DIR-12 either on a monthly/quarterly/annual basis?
Q:- We are pvt limited company operating from SEZ with share capital less than 20 crores. We will be appointing an executive director shortly. In this connection, could you pl clarify the following: a) whether sec 196 is applicable for us b) whether sec 197 is applicable for us? c) do we need to file MR-1? d) Any other form that will be required to be filed in this regard apart from DIR-12 either on a monthly/quarterly/annual basis?
Q:- We are pvt limited company operating from SEZ with share capital less than 20 crores. We will be appointing an executive director shortly. In this connection, could you pl clarify the following: a) whether sec 196 is applicable for us b) whether sec 197 is applicable for us? c) do we need to file MR-1? d) Any other form that will be required to be filed in this regard apart from DIR-12 either on a monthly/quarterly/annual basis?
Q:- In a pvt . ltd company both the directors are my relatives and I hold more than 2% holding in the company. Can I become a director of the company by passing resolution approved by my relative director, if not whats the process for same.
Q:- There is a small company C having just two directors Husband H and wife W. The share holders are Father F and Mother M of H , and son S & daughter D of H and W and Huf whose karta is H. what will be the procedure to appoint son S as whole time director of C.
Q:- N Pvt Ltd already has a Managing Director. It now proposes to appoint Mr X currently employed as Vice President as a WholeTime Director. What is the procedure to be followed.
Q:- If in a private company there are 2 directors & both the directors are interested in a particular Board Resolution, then cant the resolution be passed? If no, then how can be the resolution passed?
Q:- Could you pl clarify the following in respect of remuneration payable to an Executive Director for a Private limited company? a) Whether remuneration details approved by Board needs to be filed with ROC? if not required, whether variation in terms of appointment to be filed with ROC? b) If remuneration details needs to be filed, can filing be done based on the terms approved by Board? what form needs to be filled in this regard? c) Whether remuneration also needs to be approved by Shareholders?
Q:- There are two group companies hving all the three common directors, one is a limited closely held co and the other one is private. Both the companies entered into a demerger scheme and the scheme has been approved by the high court.As per the scheme all the employees of the limited companies will be transferred to the private co. Do the word employees includes the all three whole time directors of the ltd. co. If yes, do we need to change the designation of the WTD to normal Directors in limited co and if yes which form is required to be filed, only DIR-12 for change in designation. When we start paying salary to the Directors from the private co in place of the limited co., do we need to file any form with ROC for that?
Q:- There are two group companies hving all the three common directors, one is a limited closely held co and the other one is private. Both the companies entered into a demerger scheme and the scheme has been approved by the high court.As per the scheme all the employees of the limited companies will be transferred to the private co. Do the word employees includes the all three whole time directors of the ltd. co. If yes, do we need to change the designation of the WTD to normal Directors in limited co and if yes which form is required to be filed, only DIR-12 for change in designation. When we start paying salary to the Directors from the private co in place of the limited co., do we need to file any form with ROC for that?
Q:- Our client is a pvt Ltd company having paid up capital of more than 10 crores. They have two corporate shareholders A&B) incorporated outside India ( Japan). A holds more than 95%; B holds less than 1%. The company has got three directors of which two directors ( Non-executive directors in India) are common with A&B. B is subsidiary of A. The company has got transactions with A in respect of sale, purchase and rendering of services. In view of this, could you pl clarify the following a) whether sec 2 (76) (vi) is applicable b) whether Sec 2(76)(viii) is applicable as it talks about company c) whether A ( holding company ) can pass a special resolution in respect of transactions with wholly owned subsidiary d) whether sec 188 is attracted?
Q:- Companies Act 2013 specifies age limit for appointment of Managing Director, Whole Time Director etc.. Now, is there any age limit specified under Companies Act 2013 for appointment of ordinary Directors?
Q:- What are the benefits available to Non-Executive director in Companies Act,2013 ?
Q:- A pvt Co has two directos - A and B. Director A resigns u/s 168 and there is a casual vacancy and the number of Director resulted in less than minimum two.It is proposed that the continuing director B complying with Sec174(2) hold a Board meeting for a limited purpose of appointing a new director C to fill up casual vacancy caused by resignation of A and appointment confirmed in AGM to comply provisions u/s152(2). Is is permitted? Or C is to be compulsorily appointed as Addl Director u/s 161(1)?
Q:- Dear All, Please advise whether company can take interest free loan form director and also in case of loan to wholly owned subsidiary company from holding company. Thanks
Q:- There is a Private Limited Company which is not in the preview of provisions relating to KMP, appointed one of its director in Whole time appointment; what will be the procedures and compliance for completing the transaction as per the provision of The Companies Act, 2013
Q:- A private Company having two Directors(1 MD), MD term expired in March 2015 Co. holds a BM in Jan 2015 for his reappt. for further 2 years. Requirements : 1. hold BM, file MGT-14 within 30 days 2. Is is mandatory to file MR-1 for Pvt. Company? 3. Hold GM (its in feb 2015) and file MGT-14 again. 4. Co. having only 2 Directors. (( Can resolution for reappt. of MD in Board meeting ( Jan 2015) can be passed with one interested Director(MD) ))? One more query related to same. Can a single MGT-14 be file for MD reappt.(BM or GM) and Related party transactions?
Q:- A Public Limited unlisted company has appointed Managing Director, Joint Managing Director (WTD) & Executive Director (WTD). The Managing Director, Joint Managing Director (WTD) & Executive Director (WTD) may be retired by rotation or not as per the Companies Act, 2013. Please clarify.
Q:- Retirement of Director - A Public Limited unlisted company has appointed Managing Director, Joint Managing Director (WTD) & Executive Director (WTD). The Managing Director, Joint Managing Director (WTD) & Executive Director (WTD) may be retired by rotation or not as per the Companies Act, 2013. The Board total strength is – 7 Directors out of which 3 are MD, JMD & ED and 2 is Non- executive directors and 2 is Independent Directors. Please clarify.
Q:- Hi, ours is a private company, we want to appoint our existing director as Whole time director. Whether we can do it by passing Board resolution only or we have to take approval of members in general meeting also? Whether DIR-2 form has to be attached with Form DIR-12? what are the other forms & attachments required to be filed with ROC?
Q:- Hi, Please advise, in case of private company where director is executive and drawing salary from the company, will he deemed to be WTD?
Q:- An applicant who is a permanent resident of Maharashtra but presently residing in MP wishes to obtain DIN. The verification to be obtained for DIN has to be on stamp paper and duly notarised. Can he obtain stamp paper and notarisation in MP when his permanent address belongs to Maharashtra.
Q:- It is mandatory to deposit Rs. 1.00 lac in case of changing designation of director to whole time director as per section 160
Q:- What's the form for requesting RoC w.r.t. MCA ceneral Circular No.03/201S dated 3rd March, 2015
Q:- Hi
I have a query about directors salary in a private limited company.
1) Is there any limit on Director Salary in a Private limited company by Companies act? or any amount of salary we could pay to Directors.
2.) Whether it is necessary to pay salary to all the directors in a Private limited company ?
Q:- Can a director of a pvt company provide security against loan taken by the company from any bank?
Q:- Can a director of a pvt company provide security against loan taken by the company from any bank?
Q:- Can anyone guide me in process of SURRENDER of DIN
Q:- Under the Companies Act, 2013, Non-Independent Directors such as MD or Non-Executive Director liable to retire by rotation or has the provisions of retirement by rotation been done away with?
Q:- There are some loans which were given by the Company to its directors in the year 2010. What will be the treatment of these loans after coming into force of Section 185.
Q:- For closely held Private Limited co. to be incorporate as per Co-Act 2013, whether Articles can provide that Director should not retire by rotation ?
Q:- Hi everyone, One of our client is a Private co. We have 7 directors in our company. We want to change the designation of two of our directors as Chairman and M.D. Now, as per exemption notification dated 05/6/2015, can we change the designation of existing directors to MD or Chairman just by passing Board Resolution and filing of DIR-12 ? or we still need to file MR-1 ? Can you please provide me the format of Board Resolution for changing the designation of directors?
Q:- Thanks Sir, please confirm whether DIR-2 of directors whose designation is going to change is also required to be attached with DIR-12?
Q:- As per MCA Notification dated 05.06.2015 Exemption is granted to Government companies from filing of DIR-12.This would lead to difficulty in keeping the track of Directors.What is alternate remedy for this?
Q:- IF A COMPANY DOES NOT HAVE ADEQUATE PROFIT OR HAS INCURRED LOSS THEN WHAT IS THE AMOUNT OF REMUNERATION THAT CAN BE PAID TO THE EXECUTIVE DIRECTORS INCLUDING MANAGING DIRECTOR.
Q:- As per section 167, the directors should remain present for at least in one Board Meeting during the year. can the Director be present through a video conference meeting instead of being personally present
Q:- Can a person be appointed executive director in two private ltd company and can he take salary from two private ltd company
Q:- Following Point no. (e) of Directors' responsibility statement is not applicable to the Private Company, but can Private Company give this point in directors' Report OR not ?
(e) " the Directors have laid down internal financial controls, which are adequate and are operating effectively"
Q:- Please clarify - What is a minimum age limit for appointment of a director of the company?
We understand majority of a person i.e minimum age 18 years.
Q:- Whether in a private co, any form is to be filed for reappointment of a whole time director in the AGM ??
Q:- what are the compliances a private company have to follow for executive director
Q:- 4 Directors in a Public Limited Company have not attended a single Board Meeting during 2015.16 Financial Year. However, they have sought Leave of Absence, which was granted by the Board. Under Sec.167(b) of the CA 2013, are they deemed to have vacated office?
Q:- if pvt company's director pledges his personal asset on behalf of company, then this transaction covered under which section of CA 2013
Q:- 18.02.2016
Query regarding appointment of Whole time Director (WTD) - (Section 196)
Company “ABC ltd” at its meeting of the Board of Directors of the Company held on 9th February, 2016 has appointed Mr. A (age more than 70 years) as a WTD of the Company with effect from 1st April, 2016 for a period of 3 years and Mr. B who is presently the WTD will retire with effect from the said date. As per rule 3 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 company “ABC ltd” is required to file return of appointment of a WTD in form MR-1 within 60 days of such appointment.
Query:
Whether 60 days will be counted from the date of Board meeting i.e., 9th February, 2016 or from the date of Annual General Meeting somewhere in August 2016 when the shareholder will pass special resolution for such an appointment.
Q:- Will Transaction between a Private Ltd Company and a Public Limited company where one person is a director in both the company be a Related Party transaction. And if the above mentioned Private Ltd company does a transaction with the subsidiary of the above mentioned Public Limited Company will it amount to a Related Party Transaction. Kindly clarify.
Q:- In Case of Appointment of Director as an Managing Director, Do a company need to file DIR-12.
Q:- Sir, ABC PVT LTD has Three Directors on Their Board. They enter into a transaction with XYZ PVT LTD. There are no common Directors between the company. But one of the Directors of ABC PVT LTD is a member of XYZ PVT LTD. Will the transaction amount to Related Party Transaction.
Q:- An NRI has been appointed as Director in Public Limited Company, how is leave of absence is to be calculated ? Thanks
Q:- Mr.X is a Director in XYZ Ltd. During 2014.15, he has not attended a single meeting due to other pre-occupations. Company has notified that U/s.167(b) he stands having Vacated the Office of Director. What options the said Director has now? Can he be re-appointed as Director again during 2015.16? What returns are required to be submitted to ROC?
Q:- if a person only have DIN ON his first name and all the government proof and his academic certificate with his single first name. how to registered his DSC and use his name as applicant in INC -1 . kindly help
Q:- Whether a Whole time director in a private limited company and getting remuneration from that company can get remuneration from another private limited company in which he is an ordinary director?. The other company is neither a holding company or subsidiary company of the company in which he is a whole time director.
Raghavan, company secretary
Q:- Can articles provide for two votes per seat for executive directors on certain matters?
Q:- Is it mandatory to file Form DIR-12 with ROC for appointment of Independent Director for a second term.
Q:- Is it mandatory to file Form DIR-12 with ROC for appointment of Independent Director for a second term.
Q:- PVT company - of 3 directors, in borad, two are forign nationals resident abroad - the resident director passed away 5 weeks back-the obtention of documents for digital signature of the non resident director is taking time-is there any time limit for the appointment of the new resident director- please advise
Q:- How to change designation of wholetime director to director? He will be paid monthly salary uptodate. Next month onwards he is not receiving any salary? What is the procedure to change designation f wholetime director to ordinary director in closely held unlisted company.
Q:- Any one post the resolution format for change of designation from wholetime director to director.
Q:- Can a Whole Time Director of Section 8 Company be appointed CEO of the same company and can continue with both designation ?
Q:- How can a Director tender his resignation in case of a company being striked off by a Registrar? Because in such a case he is not allowed to file form DIR-11 as on feeding CIN of the company system doesn't accept it and showing a message that " the status of entered CIN is strike off. This form cannot be filed for this status"
Q:- Can a private limited company accept loan from another private limited company and out of the funds borrowed give loan to another limited company?
Q:- PROVISION WHEREIN ITS MENTIONED THAT -FOR DIR-3 KYC - THE DOCUMENTS OF A FOREIGN DIRECTOR MANDATORILY HAVE TO BE NOTARIZED AND APPOSTILLED ?
AND THIS APPOSTILLE HAS TO BE FROM THE HOME COUNTRY OF THAT FOREIGN DIRECTOR?
Q:- WHAT IS THE NEW PROCEDURE TO INCREASE THE AUTHORISED SHARE CAPITAL OF A PRIVATE LIMITED
Q:- Is compliance certificate u/s 383A of the old Act applcable for the Financial Year ended 31.03.2014?
Q:- CAN ANYBODY TELL ME, WHICH FORM I SHOULD FILE FOR INTIMATING THE APPOINMENT OF AUDITOR FOR THE YEAR 2011-12
Q:- Do a private company which is a subsidiary of public company need to comply with all compliances applicable to public company, if it meets the threshold limits of capital and turnover etc?
Q:- Is there any change in the Format of Compliance Certificate u/s 383A to be issued for the year ended on 31.03.2014. If so, please provide me the new format of Compalince Certificate.
Q:- Whether 98 sections notified on 12.09.2013 has to be considered while issuing Compliance Certificate u/s 383A for the year ended on 31.03.2014? and If Yes, Please provide me the list of sections required to be considered while preparing that Compliance Certificate.
Q:- What is the date of commencement of the New Companies Act, 2013?
Q:- The Companies (Acceptance of Deposits) Rules, 2014 contains definition of both deposit and depositor. While deposit covers many categories of persons, the depositor on the other hand is defined as the member of the company who has made a deposit with the company in accordance with the provisions of sub-section (2) of section 73 of the Act. So while filing Form DPT-4, whom should we cover i e. only members of the company or all the categories as covered in deposits?
Q:- WHETHER CERTIFYING THE DPT 4 FORM ITSELF BY THE CA IS SUFFICIENT COMPLIANCE OF THE RELEVANT DEPOSIT RULES OR A SEPARATE CA CERTIFICATE HAS TO BE ANNEXED? IN CASE OF INDEPENDENT CERTIFICATE, WHAT SHOULD BE THE CONTENT?
Q:- The compliance certificate for the year 2013-14 to be issued should be as per the earlier format or it should also mention compliance of sections of Companies Act, 2013 which had become applicable during the 2013-14 ? Can u pl share the format of new compliance certificate if any ?
Q:- Is secretarial audit applicable for FY 2013-14
Q:- Does the Companies Act 2013 require mandatory maintenance of all the registers in electronic form. Further, should the entries made in the Registers prior to 31st March 2014 also need to be re-entered in the new format under the Companies Act 2013.
Q:- If a listed company had already constituted a nomination & remuneration committee, stakeholder relationship committee and audit committee before the commencement of the new act, 2013 then is it mandatory to reconstitute them and what is the procedure for the same?
Q:- EARLIER, A COMPANY HAD TO FILE FOLLOWING FORMS IN ANNUAL FILING I.E. 20B, 23B 23AC 23ACA & 66. NOW, SINCE NO CHANGE HAS BEEN PRESCRIBED IN RESPECT TO ALL THESE FORMS EXCEPT 23B, SHOULD A COMPANY FILE THE SAME AS ANNUAL FILING OR THERE IS SOME OTHER COMPLIANCE REQUIREMENTS?
Q:- Whether it is mandatory to attach and send form MBP.1 along with copy of resolution passed u/s 184(1) regarding disclosure of director’s interest through form MGT.14 for all the companies
Q:- Please give me a list of mandatory registers to be maintained by a listed company under companies act, 2013
Q:- Should return of allotment be filed for allotment of Compulsorily Convertible Debentures in Form PAS 3. At the time of conversion, what form needs to be filed for extinguishing the debentures, apart from Form PAS 3 for the equity shares allotted pursuant to the conversion.
Q:- A PRIVATE LIMITED COMPANY WISHES TO ALLOT SHARES AGAINST THE SHARE APPLICATION MONEY LYING WITH IT AS ON 31.03.2014. THE SAID AMOUNT WAS DISCLOSED AS DEPOSIT IN FORM DPT 4 FILED RECENTLY WITH THE MCA. WHILE SECTION 74 OF THE COMPANIES ACT HAD MANDATED REPAYMENT OF SUCH DEPOSIT BY 31.03.2015, ALLOTMENT OF SHARES AGAINST THEM WOULD AMOUNT TO REPAYMENT ? ALTERNATIVELY, SHOULD FRESH APPLICATION MONEY BE RAISED FOR FURTHER ISSUE OF SHARES?
Q:- As per CLSS 2014 Form 23B Can be filed, however Form 23B is not available on MCA 21 Portal, so can we use old Form 23B or is their any other alternative
Q:- A company wish to complete its pending annual filing under CLSS scheme but it is in default of filing Form DIN3 also therefore the site is not showing signatories details and now the Form DIN 3 is not available. How to file Director's details with ROC in absence of DIN-3 before starting annual filing
Q:- Can AGM be held outside India as both members of the company are outside INDIA..........
Q:- Compliance certificate for FY 1314 to be obtained from PCS is governed by Sec 383A of CA 1956. Proviso to Sec 383A(1) states that the certificate shall relate to compliances under this act. However 98 sections of CA 2013 were made effective from Sept 2013. In light of these facts, is it necessary for the PCS to report on compliances under CA 2013 as well for FY 1314?
Q:- Please clarify whether the approval of financial statements by the board of directors is to be filed for the Financial statements of FY 13-14, If yes, then in which form?
Q:- Are there any full-fledged Company Secretarial Software suite available in India?
Q:- Shares of a company listed on a regional stock exchange moved to the Dissemination Board of NSE. For compliance purposes, has this company become Unlisted.
Q:- The Company has failed to file FORM 23 in case of a special resolution passed in the year 2013. Since more than 270 days is over, the company is not able to file form mgt -14 under new companies act, 2013 as it is asking for order under INC-28. Which form to be used for applying for condonation of delay and file the special resolution.
Q:- As per Section 403 of the Companies Act, 2013 if a particular form is not filed within the time specified, the same can be filed within a period of 270 days with additional fees. However, if the delay in filing is beyond 270 days (including the time limit specified under the relevant provision) than, what is the procedure to be followed and if it leads to filing of condonation of delay , what is the prescribed form in which application is required to be made to the Central Government?
Q:- As per Section 403 of the Companies Act, 2013 if a particular form is not filed within the time specified, the same can be filed within a period of 270 days with additional fees. However, if the delay in filing is beyond 270 days (including the time limit specified under the relevant provision) than, what is the procedure to be followed and if it leads to filing of condonation of delay , what is the prescribed form in which application is required to be made to the Central Government?
Q:- Hi, What are the requirements for change in registered office within the same city/state?Do we have any specific definition for local limits?
Q:- One Private Limited Company was incorporated in first week of March 2014. The Company is required to close its first Financial Year on 31.03.2015 OR 31.03.2014. Please clarify.
Q:- If a foriegn Company is holding shares in a Listed company and if it wants to transfer the shares to the resident company, what will be the procedure to do the same?
Q:- SHARE TRANSFER - Share Transfer Deed exceuted in 2000 by transferor & Tranferee. The shares was delisted from Stock Exchange for 7-8 years. Now the company again listed with stock exchange. The Transfer deed executed in 2000 is valid OR not now for Transfer of Shares. As per the Companies Act, 2013 Transfer deed is not required to authenticate by ROC. The MCA has clarified regarding transfer of shares and validity of transfer deed vide Circular No. 19/2014 dated 12.06.2014.
Presently, SH 4 is not required to authenticate by ROC. Pls. clarify FORM 7B executed in 2000 will be required re-validate by ROC. OR the company will accept the same FORM 7B for transfer of shares.
Q:- if a Non-Banking Financial Company Wants to provide loan to domestic Company what would be its procedure?And what Sections would be attracted?
Q:- Can anyone please provide a compliance checklist useful for Director of a Private Limited Company?
There are many time bound event based compliances in the Act now and it will be useful if we can provide the Directors of Client Company with a referencer or compliance checklist.
Q:- Hi, Is it mandatory to have policy for extending loan/ advances to employees and salary advance in case of private ltd. company.
Q:- Please clarify regarding Issue of Shares:
1. A Pvt. Ltd. company dealing in Multi media business
2.The remittance received in US$ in August 2013.
3. The company has given declaration to the bank on receiving of remittance – the remittance is received as investment by NRI on non repatriation basis.
4. The company has accounted above amount as Unsecured Loan in its Books of accounts.
5. Now, the company desire to convert Unsecured Loan into Equity Shares.
6. Please clarify:
Can the company issue Equity shares on conversion of unsecured Loan?
If yes What are the formalities need to comply?
Q:- CAN a Public limited company appoint one person as Managing Director & Chairman of the company? If you - Please provide detail of legal compliances.
Q:- CAN a Public limited company appoint one person as Managing Director & Chairman of the company? If you - Please provide detail of legal compliances.
Q:- CAN a Public limited company appoint one person as Managing Director & Chairman of the company? If you - Please provide detail of legal compliances.
Q:- CAN a Public limited company appoint one person as Managing Director & Chairman of the company? If you - Please provide detail of legal compliances.
Q:- Please clarify - there is any time limit to update MOA & AOA as per the New Companies Act, 2013 to existing companies.
Q:- MCA has amended companies(acceptance of deposits) Rules, 2014 which says any amount which is disclosed in the b/s of a company for the F.Y. ending 31st march 2014 against which allotment is pending on 31st march 2015, such company shall return such amounts to the person or allot shares, debentures etc. my query is what will be the allotment procedures.
Q:- Dear Group Members:- Request for provide your views for the below matter :- Roc has filed the case in reference of prosecution under section 162 (1), 220 (3) against the company in April 2008 , The Hon'ble CJM COURT, ALIPORE has been stated in the order on 15.09.2014 as The case is withdrawn u/s 257 of CRPC. Is there any need for company to file INC 28 ( form 21 - 1956), if yes then what is the time limit for the same, and as still company has not filed the same what will be steps for the same. If no then why still in master data the same is showing in Prosecution details, company have already send the hard copy to ROC by registered post. In the light of Decision / order of Hon'ble CJM COURT, ALIPORE as stated above company approached the MCA also and from there company got reply "Please contact ROC on this.We are not authorized to do so." Request to guide the same.
Q:- Is it necessary to re-write entire Statutory Register again under New Act, 2013 from the date of incorporation or we have write register in new format from the date of applicability of new act.
Q:- Is there any list of sections not applicable to private limited company in Co Act 2013
Q:- how to close subsidary company with no transactions and which has not filed annual return since inception and other subsidary company with no transactions since 4 years
Q:- Please clarify - A company is maintain its accounts stating from 01.01.2014 closing to 31.12.2014. Is company require to file Annual documents to ROC as per the Companies Act, 1956 Form 23AC 23ACA, 20B & 66?
OR Is company require to file documents to ROC as per the Companies act, 2013?
Q:- Can a company gives loan to its fellow subsidiary.
1. Having common director
2. no common directors
Is it permissible under Section 185 of the Companies Act, 2013.
Q:- A Person wants to Transfer its shares in an unlisted public company, registered office of which is situated at Nagpur and both Transferor and Transferee blong toPanipat ,a city in Haryana and they will execute the Form SH-4 in Panipat only. Under which act Stamp Duty will be paid Maharashtra or Haryana??. If maharashtra how will they purchase Share Transfer Stamp as they both are based in haryana. and How will Market Price of shares be calculated, as stamp on share transfer is .25 % on Consideration Paid or Market Price of the Shares , whichever is higher?.
Q:- A private limited company was incorporated in fy 2011-2012 but till date that company has not complied any of the roc compliances. Now the owner of the company wishes to comply all roc compliances and has agreed to pay additional fee as well for form submission. My questions are
1) For the fys 2011-12, 12-13 and 13-14 Whether all compliances shall be as per the companies act 1956 or 2013? kindly refer section, circular or notification in support of answer.
2) After incorporation auditor was appointed for the FY 2011-2012 but no compliance was made thereafter. What shall be the procedure for appointment of auditor for FY 12-13 & 13-14 other than the retiring auditor?
Q:- *Conversion of Loan into capital[Sec 62(3)* Sec 62(3) states if company takes a loan on the term that loan will be converted into share capital & such an option have been approved before raising of loan by a special resolution, subscribed capital can be increased. *Procedure for conversion of loan into shares:* i. Approve terms of loan by passing special resolution before taking of loan & file special resolution in E-Form MGT14 within 30 days. ii. Convert loan into shares by passing resolution in Board Meeting & File Eform PAS3 for allotment of shares within 30 days. iii. Also issue share certificate by passing Board resolution & file Eform MGT 14 within 30 days for issue of shares. My query: Can we convert Loan taken by a company before the commencement of the CA, 2013 to shares and file pas-3 form?
Q:- What is the procedure for shares transferring from one director to another director by the private limited company
Q:- What is a meaning of Turnover as defined under section 2 (91) of The CA 2013? We understand aggregate value of sale of goods or services made during the financial year. Aggregate Value include Excise duty & Sales Tax (if any) i.e Invoice value.
OR It will be considered - Opening Debtors (+) add Sales made during the year (-) Less Closing Debtors.
The actual realization made during the year.
Please clarify.
Q:- Can Company utilise loan for the investment in the shares of Subsidiary Company
Q:- Can you please guide me with the procedure for alteration of Articles of Association for section 25 companies. our company wants to alter articles for section 25 to bring in comformit with the CompsniesAct, 2013
Q:- Can you please guide me with the procedure for alteration of Articles of Association for section 25 companies. our company wants to alter articles for section 25 to bring in comformit with the CompsniesAct, 2013
Q:- Can you please guide me with the procedure for alteration of Articles of Association for section 25 companies. our company wants to alter articles for section 25 to bring in comformit with the CompsniesAct, 2013
Q:- Can you please guide me with the procedure for alteration of Articles of Association for section 25 companies. our company wants to alter articles for section 25 to bring in comformit with the CompsniesAct, 2013
Q:- Can you please guide me with the procedure for alteration of Articles of Association for section 25 companies. our company wants to alter articles for section 25 to bring in comformit with the CompsniesAct, 2013
Q:- please guide me with the procedure for alteration of Articles for section 25 company to bring it in conformity with the Companies Act, 2013 and also what forms and prior approval is required to be taken in this regard
Q:- Please provide Draft MOA & AOA of Private Limited Company AND Public Limited Company having share capital and limited by shares.
Q:- Please clarify - Can a public limited company restrict to transfer of shares? In case of any shareholder of the company desire to transfer of shares, first offer to existing shareholders.
This clause may be inserted in AOA - Transfer of Shares.
Q:- Deposits - Whether Advances received for supply of goods and provision of services prior to effective date of CA-2013, and outstanding on 31.3.2014 will be treated as DEPOSITS if not adjusted within 365 days from date of acceptance of advance as per Rule 2(1)(c)(xii) of Deposit Rules 2014 Or it will be applicable to advances received on and after 1.4.2014
Q:- my query is what are the roc compliance of annual filing for private limited companies.give me list of forms which we have to file this year and the due date of them, give me complete detail.
Q:- You are requested to advice me, whether form MGT-14 to be filed for increased in authorized Capital (Ordinary Resolution) apart from Filing Form SH-7? If no, how the amended MOA will get registered with Registrar.
Q:- A Company is holding 99% shares in the B and C Company. Is 'A' Company required to prepare consolidated financial statement of its Subsidiaries B & C ?
Q:- Related Party Transactions ( RPT) : whether 10% of the turnover threshold is to be calculated : (a) With reference to RPT contract wise or related party wise ?
(b) Turnover to be taken as sale of goods and sale of services together or only on relevant turnover ?
(c)Turnover means as shown in P & L A/c or as per definition in Section 2(91) according to which it should be on the basis of realization ?
Q:- Company fall under section 139(1) it is filed ADT-1 for FY 2014-15, can company appoint an auditor for period of 4 years for FY 2015-19. Is it compulsory to appoint auditor for five years subsequently???
Q:- Can an act done by the Board of Directors, ratified by the shareholder in AGM? Where the AoA of a private Company provide for an Ordinary resolution in a general meeting for further issue of shares and if such a private company issues shares on rights basis to existing shareholders without shareholders consent , can this be ratified by the shareholders in AGM? (There are only 2 members one holding 95% of share capital to whom the allotment is made.)
Thanks!
Q:- Dear All,
Our Company's paid up capital is 2,50,000 and Turnover is 1,10,000. Though it is a small company, the Form MGT-7 is asking for Certification.
Please suggest us in this regard.
Q:- Dear All,
In the Form AOC-4, ADDT-1 SRN number is mandatory, We filed GNL-2 for appointment of auditors for the last year, if we fill the GNL-2 SRN it showing the error message while uploading i.e. Invalid GNL-2 SRN Number.
Can we attach letter and fill the ADT-1 which we filed for the year 2015-16 and upload?
Please suggest us in this regard.
Q:- In case of companies other thn small companies and all public companies the form AOC-4 and MGT-7 required to be certified by the professionals. My query is that when we hv some qualifications on the workings of any company like mostly in case of section 188 all the companies are showing that the related transaction are at arm length and so section 188 does not apply. but if we hv some qualification or on that or on compliance of any other section then how do we register or mark our qualification? By certifying the form we are certifying that the company has complied with all the compliance.
Q:- IN THE CASE OF A PRIVATE COMPANY WHICH HAS ACQUIRED 100 PERCENT SHARES OF ANOTHER PRIVATE COMPANY AND MADE THE OTHER COMPANY AS ITS WHOLLY OWNED SUBSIDIARY, FOR QUORUM PURPOSE HAS TO HAVE TWO MEMBERS. THE QUERY IS WHETHER MGT-4 SHOULD BE GIVEN BY THE COMPANY AND MGT-5 TOBE GIVEN BY THE NOMINESS WHOS IS THE DEFACTO HOLDER OF SAY ONE OR 10 SHARES. OFCOURSE THE MGT-6 IS GILED BY THE SUBSIDIARY COMPANY WITH ROC.
Q:- IN CASE OF HOLDING COMPANY FORM AOC-1 IS REQUIRED TO BE FILED, WHETHER AOC-4 CFS IS COMPULSARY FOR A HOLDING COMPANY. PLEASE ALSO ADVISE IF COMPANY IS REQUIRED TO ADOPT CONSOLIDATED FINANCIAL STATEMENTS AT AGM.
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 CA2013. Now for any transactions(supply agreement) entered into by this private company with that other private company the transactios of which are in the ordinary course of business and on arm's length basis whether such transactions are still to be approved by the Board and entered in the Register of Contract considering the exemptions now available to the private company.
Q:- pvt ltd company is incorporated on 20th march 2015, my query is for which period annual returns should we file i.e. 20.03.15 to 31.03.15 or 20.03.15 to 31.03.16.
Q:- CAN YOU GIVE THE LIST OF RESOLUTIONS THAT ARE TO BE FILED WITH ROC IN FORM MGT-14
Q:- Please provide procedure of Buy back of shares.
Q:- Please clarify regarding conversion of Preference Shares into Equity Shares. A Private Limited company has issued 5%Cumulative Preference Shares in Year 2005
1. Can the company make a payment of dividend now? The company has not made payment of dividend till now.
2. Can the company convert preference shares into equity shares now?
3. Is there any time limit to convert preference shares into equity shares ?
Q:- Can a Private or Public Ltd company give loan to its shareholders/members who are not directors of the company.
Q:- As per new Compaines Act 2013, can we submit online the new resolutions passed by Board.
Q:- How a Section Company can change its name? can anyone help with the process. INC-1 / INC-24 /MGT-14 is ok, which other document to be filed ?
Q:- Dear sir,
can a company keep its books and papers other than registered office of the company?
Q:- What are the applicable companies act provisions for deemed public company (WOS of Public company) ?
Q:- Whether in a Private Company consolidation financial statement is mandatory if having wholly owned subsidiary company or associate Company ?
Q:- Whether in a Private Company consolidation financial statement is mandatory if having wholly owned subsidiary company or associate Company ? and Whether filing is mandatory to ROC ?
Q:- One of my valued client have made payment to IEPF on 4th May 2016 with respect to Unpaid/unclaimed interim dividend 2008-09, through TR 6 challan in Punjab National Bank. The Form 1 INV was not available in the MCA site at that time , however the option of payment through TR 6 challan was available. Since they have made payment through challan, no SRN was generated. In such a situation what will be the SRN in IEPF 1? Without SRN , the Form IEPF-1 can not CHECKED FORM. Please help to solve this issue
Q:- In Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Amendment Rules, 2017, in Rule 6(3)(d) , in case where shares are held in physical form under (iv) the following is given
' after issue of duplicate share certificates, the company shall inform the depository by way
of corporate action to convert the duplicate share certificates into DEMAT form and transfer
in favour of the Authority.'
Query:
An unlisted company which has not registered with any depository for holding shares in demat form and hence has not given option to share holders to hold shares in demat form and all shares are held in physical form,
In the above case, for complying with IEPF Rules as per Rule 6(3)(d)(iv) in order to transfer unclaimed shares to IEPF, should the company has to compulsorily get themselves registered with a depository and offer its entire shares the option to hold in demat form and then transfer such of those unclaimed shares from physical to demat form to the credit of IEPF authority.
Also as per Rule 7
(4) After verification of the entitlement of the claimant-
(b) to the shares claimed, the Authority shall issue a refund sanction order with the approval of the Competent Authority and shall credit the shares to the DEMAT account of the claimant to the extent of the claimant’s entitlement.
Query:
When the shares of the unlisted company itself is not demat form and company has not offered such facility to shareholders, how the claimant shareholder can hold shares refunded by the Authority in demat account.
Requesting your goodself to please clarify
Q:- CAN SHARE BUYBACK AT A DISCOUNT , MEANS LOWER THAN THE FACE VALUE BY THE UNLISTED PUBLIC COMPANY??
Q:- If a director disqualifies u/s 164(2) then what is the ways to make him qualify again ?
Thanks in advance..
Q:- Need a circular no. 3/77 dated 15.04.1977. In the circular tab it cannot be open. Kindly share it.
Q:- Dear Experts, What are the ways by which a Private Company can take loan, whether from directors or shareholders or any other person. Pls elaborate with relevant provisions.
Q:- wheather rules over ride the act or act over rides the rules..which prevails?/
Q:- Can a Private company give a loan to another Private company in which one of the shareholder is relative of Director of lending company?
Q:- Whether a shareholder invest money by taking loan. Is there any restriction on a director for investing money by taking loan.
Q:- What are the ways in which a private limited can raise funds such that they are not considered as deposits?? (Apart from Loans from Financial/Banks)
Q:- As per The Companies (Acceptance of Deposits) Rule 2014 – deposit shall not include – “ any amount received and held pursuant to an offer made in accordance with the provisions of the Act towards subscription to any securities, including share application money…..” It is further clarified that if the amount is not allotted within 60 days of receipt and not refunded within 15 days of completion of 60 days, then the amount shall be treated as deposit. Now, if a company is having share application money as on 31/03/2014, i.e. amount received under earlier Act and not allotted within 60 days of receipt. Also, it could not be refunded with 15 days of completion of 60 days. I have query- whether this amount be treated as deposit or not, as the amount received as share application money under Companies Act 1956 not in the provision of this Act.
Q:- If a Private Company Have Interest Free Deposit From its Share Holder can its come into the Defination of Deposit.
Q:- The Companies Act, 2013 provides 60 days time from the date of receipt of the subscription amount for the purpose of allotment of securities. Can an unlisted public company utilise the subscription money prior to allotment of securities.
Q:- a. what shall be the status of the aforesaid advances already lying outstanding for more than 365 day as at 31st March, 2014 as the same were not treated as deposits under the erstwhile Companies Act, 1956? b. The Companies (Acceptance of Deposits) Rules and sections 73 to 76 of the Companies Act, 2013 were made effective from 01.04.2014. Does this mean that only the advances from customers received on or after 01.04.2014 shall be treated as deposits if they cross limit of 365 days, and that the advances received prior to 31.03.2014 shall continue to remain subsisting and are not to be treated as deposits even if they are more than 365 days old? c. Does the Company need to file any form or return to the ROC for the advances from customers lying outstanding for more than 365 days as at 31st March, 2014?
Q:- Can a trust hold shares in its own name under Compinies Act, 1956? And what is the status under Companies Act, 2013?
Q:- Under Companies Act, 1956, a trust purchased shares of a Company through its trustee. Now after applicability of Companies Act, 2013, trust wants to demateralise shares its own name. Is it possible? If yes, what is the procedure and what about the share certificate previously issued in the name of trustee on behalf of trust?
Q:- DOES Borrowings under the new companies act includes "unsecured loans"?
Q:- Whether a Director of a Public Unlisted Company make a deposit of his own funds in the company and get interest on it? Such company's limits on deposits are well within the limits as prescribed in the Companies(Acceptance of Deposits) Rules,2014. - CS.PR.RAMANATHAN
Q:- Sec 179(3) of CA 2013 states that the board shall excersice borrowing powers only through board meetings. The resolution passed by the Board has to be filed in MGT 14 within 30 days. Sec 180 states that company cannot borrow other than temporary loans exceeding total of pd up capital and free reserves except with the shareholders approval by way of spl resolution. Should the existing companies having borrowings and the borrowings exceeding total of pd up capital and free reserves as at 31st March 2014 pass the Board resolution and shareholders resolution even if they have not borrowed additionally in the FY 1415 ie after the commencement of provisions of CA 2013?.
Q:- Can a private company take unsecured loan on interest from its director? if yes, then is there any restriction on the rate of interest?
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:- A wholly owned subsidiary wants to issue zero coupon bonds to its holding company. The bonds will be of 5 years . Can zero coupon bonds be issued under new companies act, 2013. Both the companies are not NBFC companies. which sections and rules govern the issue of zero coupon bonds?
Q:- Please confirm, can we transfer share in case of private company at face value ?
Q:- Can any Company issue securities for consideration other than cash under the Companies Act, 2013? If yes, then the procedure to be followed for such issue? Also, if there is any restriction on such issue?
Q:- In the past financial year accounts our Book Profit as per book of accounts is Rs X. During this period we have issued shares at a premium. The total share premium is Rs.Y. This amount of premium has been taken in the books as addition in the reserves. What will be the amount on which MAT will be calculated? A. Rs X , i.e the the amount of Book profit in books of accounts. OR B. Rs X+ Y. i.e. Book profits increased by the share premium.
Q:- ompany is in urgent need of funds & Director is introducing the fund out of his owned capital with an intention to convert it into equity at a later stage. Is any action required at the time of receiving the loan? Is there any minimum period for conversion of it ? What are the terms & Conditions to be decided? What are the steps to be taken at the time of allotment of share? Kindly give a note on this issue (which covers all aspects of the transaction) so that same can be guided to the company.
Q:- In reference to raising capital in nature of unsecured compulsorily Convertible deb to be issued to 100% holding company outside India, what is the tenure (max & Min) to issue and also the interest rate? Kindly also give reference to corresponding Section of the Act?
Q:- Respected Sir/Mam, if any share application money is pending while commencement of New Act, then can that amount be appropriated against supply of goods and provisions of services within 365 days? If yes please mention the relevant provision.
Q:- A company is increasing share capital. therefore need to alteration of MOA as well file to ROC Form SH-7.My First question is whether we have to required special resolution or ordinary resolution. Second Question is that,at the time of uploading SH-7 we have to need attach "Altered MOA" kindly suggest to us whether we have to need altered complete MOA according Companies Act 2013.
Q:- A Private Limited Company Subsidiary of a Foreign Corporate Body, has purchased goods valued Rs.100 lacs and is unable to pay the amounts Due. Now it wants to treat the same as Working Capital Loan with mutually agreed terms of repayment. Is this arrangement permitted under CA,2013?
Q:- Hi, Please advise whether pvt. company can take loan from the other private company where there is one common director? if yes, pls. advise procedure?
Q:- share application money taken on 29.03.14 by a pvt. ltd. company which is wholly owned subsidiary of a public company.Neither share allotted nor amount refunded till date.What to do now.
Q:- Can a subsidiary give loan to its holding company under new companies act, 2013. may guide with reasons.
Q:- Incase of a private limited company, where directors have paid the expenses incurred by company through their personal funds. Now, company is finding it difficult to pay back the directors, can company issue shares in lieu of cash to directors? Yes, what will be the procedure for the same.
Q:- My public limited closely held company wants to do allotment to existing shareholders (Right Issue) in Demat mode. My registered office is in Agartala, Tripura and corporate office in Delhi.
My Board meeting for allotment will be held in Delhi and issue of share certificate will also be in delhi.
my queries are
1. Where I need to pay stamp duty on allotment/issue of share certificate ( Delhi or Tripura)
2. What is the applicable rate of duty at both the places
3. Relevant section applicable on transaction.
4. What is the procedure for paying the stamp duty.
5. Authority to be approached.
Pls guide on above.
9871293629
Q:- Private limited company entering into Joint Venture agreement and raise funds what are the implications as per companies act 2013
Q:- Hi, Can a company delegate the power to allot shares & issue share certificate to any Board level committee under the Companies Act, 2013.
Section 179 and Rule 5 (1) of The Companies (Share Capital and Debentures ) Rules, 2014 give power to the Board for issuance of securities. Rule 5 (3) (a) however provides for the authority to committee as well for giving authorisation for signing of share certificate.
View of experts are invited on the above
CS Neeraj Aggarwal
9871293629
Q:- A pvt company wants to cancel an allotment of equity shares. The return of allotment with respect to the same has been filed with the ROC and the same is approved. Is there any way by which the allotment can be cancelled?
Q:- Hello ,my private company wants to for right issue , we need to give offer to all existing sharehlders , now i want to give offer only 4 members not everyone , is this valid?
Q:- Is EGM required for right issue by a private limited company?
Q:- FDI AMOUNT HAS BEEN RECEIVED FROM SPAIN IN NOV'14 AND RBI ALSO HAS SANCTIONED UNIQUE CODE IN MAR'15. INDIAN COLLABORATOR IS ALSO TO CONTRIBUTE 40% OF THAT AMOUNT. BUT PROBLEM IS THAT AS PER COMPANIES ACT, 2013, THERE IS A VERY LENGTHY PROCEDURE FOR NEW ISSUE OF SHARES, BUT RIGHT SHARES CAN BE ISSUED . NOW THE PROBLEM IS WHAT SHOULD BE THE DATE OF EGM FOR INCREASE IN AUTHORIZED CAPITAL AND RIGHT ISSUE. ALSO CAN A SINGLE EGM BE CALLED FOR THE BOTH THE PURPOSE IN OCTOBER 14? IF NO, THEN WHAT SHOULD BE THE PROCEDURE
Q:- what is the interpretation of section 180(1)(d)
Q:- The Company has passed resolution u/s. 180(1)(a) wherein limit also been specified which exceeded paiup capital and free reserve whether still it is require to pass the special resolution u/s. 180(1)(c) in case of Private Limited Company
Q:- A pvt co. has borrowed first time during 2014-15 upto its paid up & reserves as per then available audited balance sheet of 31.3.2014. MGT 14 was filed for Board resolution. No special resolution was passed in an EGM. As per audited financials of 2014-15, paid plus reserves are in negative due to losses. in my view special resolution is still not required to cover old borrowings ( of 2014-15). It may be required for any future borrowings but not for old borrowings. Is this view correct ?
Q:- A pvt Co. has borrowings exceeding paid up & reserves before 12.9.2013. After the said date, it has not borrowed any amount. In my view, Board resolution u/s 179 and special resolution u/s180 are still required to cover continuance of old borrowings. Is this view OK ?
Q:- unsecured loans received from nri in private limited company whether treated as deposits? if yes under what grounds or what are the criteria to be satisfied.
Q:- unsecured loans received from nri in private limited company whether treated as deposits? if yes under what grounds or what are the criteria to be satisfied.
Q:- A Company has alloted shares on 31-03-2013 but not filed form No-2 as per Co.Act1956.Now they want to file the return of allotement belately w.e.f. 31-03-2013.Kinldy let us know the preocedure.
Q:- As per sub- section 6 of Section 42 , A company shall allot its securities within sixty days from the date of receipt of the application money and if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the date of completion of sixty days , otherwise it attracts penal provisions. In the given case, if the Company fails to allot shares or refund the amount due and if the Subscribers (Investors) furnishes an undertaking that they shall waive any interest or additional interest and agree to wait till such time the company allots the shares. Is this permissible?
Q:- 1. Can a Private company give loan to other private company
2. Can a public company give loan to a private company or to its subsidiary company or vice versa.
Q:- There are two Companies, Company A and Company B and both Companies have three Directors. There are two common directors. Can Company A give any loan to Company B.
Q:- Hi, Please advise can private company take loan from NBFC on security of investments held by its directors and a private company in which one of the director is interested. The private company whose investments are kept as security are fullfiling all the condition of 5th june circular. Thanks
Q:- A private company has taken a loan from bank against a Fixed Deposit which is in the name of the director of the company.
Would this Fixed Deposit amount be treated as loan or deposit from the director to the company??
Q:- can a private limited company issue ECBs if so what are the compliances need to be followed?
Q:- An unlisted public company proposes to issue compulsorily convertible debentures on rights basis. It proposes to pass board resolution and special resolution at general meeting for the issue as required u/s 71(1). Request the following clarifications: 1.Since debentures are compulsorily convertible, presume will not be covered by sub-sec (3) of sec 62, which deals with increase in subscribed capital arising from exercising option to convert. So would it be in order for the company to follow the process in sub-sec (1) & (2) of Sec 62 for issue of these debentures? 2.Would the company berequired to follow rule 13 of Cos.(Share Capital & Debentures) Rules for determination of the price of shares on conversion of debentures by registered valuer,though not a preferential issue but only a rights issue,which may result in shares allotted to persons other than shareholders through renunciation. 3.Where the offer is to less than 500 members, can the issue be made without appointing a debenture trustee and also without creating security on the company's property? Kindly clarify Request the following clarifications:
Q:- How can a private limited company enter into Joint Venture agreement with NRI and the funds received from NRI will be invested in JV and after completion of the project the amount will be repatriated to NRI. can a pvt ltd company along with NRI form a firm for the said purpose?
Q:- How can a private limited company enter into Joint Venture agreement with NRI and the funds received from NRI will be invested in JV and after completion of the project the amount will be repatriated to NRI. can a pvt ltd company along with NRI form a firm for the said purpose?
Q:- How can a private limited company enter into Joint Venture agreement with NRI and the funds received from NRI will be invested in JV and after completion of the project the amount will be repatriated to NRI. can a pvt ltd company along with NRI form a firm for the said purpose?
Q:- If a private company offers right shares to its existing shareholder, can all the shareholders renounce their shares to non members resulting the allotment in favour of only new member. If it is allowed then who will do private placement in private company which has such a long procedure and a lot of conditions like valuation of shares and minimum offer of shares/allotment of not less than Rs.20000 of face value.
Q:- Can a Company issue unsecured convertible debentures and Will it be treated as deposits?
Q:- Can a Private Limited Company issue Share Warants under CA 2013/ If so which are the provisions applicable? Please respond.
Q:- Dear all,
a company X incorporated in US want to invest in the equity shares of Indian company under automatic route. the Indian company doing the business of aquaculture activity, whether it is allowed please confirm and if so what is the procedure for the investment. both are not related party
thanks
\bhoopathy
Q:- Do the application money necessarily needs to come from the applicants bank account, If the applicant has transferred to one of the directors account and director in turn has transferred to company account, can the shares be allotted to the applicant?
Q:- A company has received funds from its holding company which is based in Singapore. In light of the FEMA provisions, a valuation report is required from a CA justifying the present value of share. The shares can be allotted within 180 days of receipt of funds as per FEMA guidelines.
My question is whether the company needs to follow the timelines specified by Companies Act 2013, i.e within 60 days, and whether the allotment will be based on the value derived by the valuer.
Q:- 1.Is it mandatory to issue shares only to an existing shareholder in case of Rights Issue under CA 2013? Alternatively, can existing member renounce the offer in favour of a new person or a person who is not a shareholder of the company.
Q:- KIndly help out with the process of allotment for consideration other than cash
Q:- A Private Limited Company has approved the following Special Resolutions in a Single EGM: 1. Consolidation of Nominal value of Equity Share from Rs.10/- per share to Rs.100/- per share. 2. The Meeting has also approved Increase in Authorized Share Capital. Does the Company required to submit 2 Separate E form SH-7- One for Consolidation and another for Increase in Authorized Capital? The MCA system does not permit simultaneous filing the particulars in single form. Please clarify.
Q:- Can a Private Limited Company accept loan from a Partnership firm. The partners are no way related to the Private Limited Company. if no under which section or Rules.
Q:- Can equity shares be issued to a director who has incurred expenses on behalf of the company instead of reimbursement of expenses, if yes what is the procedure to issue
Q:- In case of pvt company a person is a relative and a shareholder. Can he lend money to the company without being subject to the ceiling of 100% of paid up capital and free reserves and share premium?. Can he lend money to the company as a relative without any ceiling on the borrowing?
Q:- Please clarify regarding Issue of Preference Shares. Is a Private Limited company can issue Preference shares of face value of Rs. 20/- OR 40/- OR 60/- OR 80/- per share. Is Preference Share can be issued on a premium on the basis of valuation of Equity Shares. In case Value of Equity Shares is Rs. 360/- Face value Rs. 10/- as per Valuation report. May be issued Preference shares of Face Vale Rs. 20/- & Premium Rs. 340/- total Value Rs. 360/- per share.
Q:- Can Folio number of the register of members be changed
Q:- Can Folio number of the register of members be changed
Q:- A debt listed Pvt. CO. Needs to redeem it's preference shares which were issued for 2 years. Now after completing the term the company want to redeem these by issuing fresh issue of equity shares. Kindly guide whether EGM is required or Board Meeting will suffice the purpose.
Q:- A Private Limited company with Nominal Value of Rs.10/- per Equity Share, has obtained Valuation from a approved Valuer based on Discounted Cash flow Method and as per the Report, Value per share is Rs.1560/- per share. Can the Company go ahead and allot shares of Rs.10/- each at a Premium of Rs.1490?
Q:- A Private Limited Company has accumated losses of Rs.70 lacs for FY 2014.15. Based on Valuation Report, which has valued Equity Share at Rs.15,000/- per share based on Discounted Cash flow method by an approved Valuer, can now allot Shares at a Premium of Rs.14,990/-?
Q:- Is there any Stamp Duty Payable on Sub- Division of Shares? e form SH7 filed is held up for Non Payment of Stamp Duty/ Please clarify.
Q:- A private limited Company wants to issue unsecured debentures which are convertible into preference shares within a period of 5 years. Is Company allowed to do so ?
Q:- A Private Limited Company is taking Loan from Bank and its other 2 Associate Company gives guarantee for that Loan, and directors are common in all 3 Companies. Is Section-185 is applicable to it?
Q:- what is the maximum and minimum limit of accepting deposit from public and member byall company
Q:- COMPLIANCE ON CHANGE IN SECURITY PROVIDED TO SECURE NCD
Q:- Can a Private Limited take loan or raise money from any third person either secured or unsecured? Which Section attracted, if yes then why? if not then why?
Q:- Checklist for issuance of non convrtible debentures
Q:- Checklist for issuance of non convertible debentures by section 8 companies against loan
Q:- Dear Team Companiesact.in, Greetings from CA Rahul Srivastava. I really appreciate the initiative for spreading awareness about new companies act. My question is that My Father is a Chief Finance Office of Company ABC Ltd, ABC had recently acquired 100% stake in another company called XYZ Ltd. My question is whether i am eligible to be appointed as an Auditor of XYZ, consdering the fact that my father will be a Key Management Person as the new Definition in Companies Act 2013. Thanks and best wishes
Q:- The Audit for our Company was carried out by an Audit Firm. Recently, the Audit Firm got dissolved. My Query is as A company, what is our responsibility in such a situation? whether any compliances have to be made on Part of the Company?
Q:- Whether the provisions of rotation of auditors are applicable to a private limited co. having a paid up share capital of Rs. 10 cr? As per subjection 2 of section 139 and rules thereon, this co. doesnt fall under the the said criteria. Does it mean that the Auditors of this co. can be reappinted for more than 5 years term.
Q:- In which e-Form attachment Form ADT-1 for appointing First Auditor will be attached and filed with ROC? Will it be filed in GNL-2?
Q:- Can the statutory auditor also do the Tax audit for the Company
Q:- Will the company has to file ADT-1 for re-appointment of auditors for the financial year 13-14?
Q:- Who will appoint an auditor in a company in which a Government Company holds 56% Stake?
Q:- If auditor has resigned u/s 139(5) of the companies act 2013 and he has failed to file ADT 3, then company can file ADT 1 as it is the responsibility of the company.
Q:- A company has appointed statutory auditors for the financial year 2013-14 on 15/7/14 due to retirement of previous auditors.The company has to file ADT-1 but there is no clear guideline on MCA-21 how to file the ADT-1.
Q:- A private or a public company which does not fall in the prescribed class of companies under Sec 139(2) of co's Act 2013 , can appoint an auditor firm 3,4 or 5 times for a consective term of five years?
Q:- A private or a public company which does not fall in the prescribed class of companies under Sec 139(2) of co's Act 2013 , can appoint an auditor firm 3,4 or 5 times for a consective term of five years?
Q:- A CA Firm in which 50 % of the Partners are directors of the Company can be appointed as internal Auditors of that Company?
Q:- An auditor is doing statutory audit from last 07 yrs.(i.e from 2008)of a Pvt.Ltd.Company.Can he still be appointed as auditor as per new companies act.
Q:- The appointment of statutory auditors require filing of Form ADT1 within 15 days of the AGM. The act permits appointment of statutory auditor for more than a year with ratification by shareholders at every AGM. Form ADT1 does not have field relating to the period for which the stat.auditor is appointed. However Form GNL2 to which ADT1 is to be attached has to be filled with financial year to which it applies. Should we state just one year that is the 1st yr or the entire tenure say 3 yrs or 5 yrs as the case may be in GNL2?. Should the ratification be followed by filing of ADT1 within 15 days every year for the whole tenure? Though a similar query is recently raised, I would like to have specific reply. Hence the query.
Q:- Can a small company which is not subject to restrictions under Sec 139(2) of CA 2013, appoint statutory auditor for a period less than 5 years in AGM?
Q:- what is the last date for appointing the secretarial auditor?
Q:- Hi the appointment of auditors for a term of five years starts from this year itself or we hv the grace period of three years for small companies also(where rotation is not required).Further the form ADT-1 is required to be filed every year with ROC after ratification of auditors in AGM or it is required to be filed only once in five yrs i.e at the time of appointment for five years.
Q:- In continuation on my query on appointment of auditors ok we hv to appoint the auditorss for a term of five years starting this yr only in case of non prescribed companies and file ADT-1. But the form ADT-1 is not available for e filing we hv to attach it in GNL-2, Right? Further in ADT-1 there is mention of the period for which appointment is being made and no attachment has been prescribed. Is it not necessary to attach any letter given to auditors or intimation reced from auditors with the form? And if we file ADT-i every year which period we will specify the appointment is for--one financial year or the the remaining 4,3 or 2 financial years?
Q:- Auditor appointed in terms of Sec.139 for One term of five consecutive years - can he be changed by Shareholders at next AGM it self?
Q:- WHAT WILL BE THE AUDITOR APPOINTMENT IN SMALL PVT COMPANIES WILL BE THE APPOINTMENT WILL BE FOR 5 YEARS AND GNL-2 IS REQUIRED TO BE FILED ONCE IN 5 YEARS
Q:- Could you please clarify the following on the appointment of auditors please. We are private limited company having a paid up capital of less than 20 crores. The existing auditors have completed 3years. We need to re-appoint in the AGM for next term. The present act requires appointment at the Board +AGM for 5 years. The clarification are as follows: a) Is it mandatory we have to appoint auditors for next 5years. b) If so whether we have to appoint for next two consequent years since they have already completed 3 years or for complete term of next 5 years. c) Will it be in compliance if we appoint for every 1 year as per the erstwhile act of 1956. d) Is it possible to leverage of sec 139(2) wherein three years have given for compliance as it states appointment includes re-appointment? We look forward to your valuable inputs on the above.
Q:- IF A COMPANY APPOINTS ABC & CO(PROPRIETORSHIP FIRM) AS AUDITOR AND SUBSEQUENTLY IT MERGES WITH ANOTHER AUDITOR FIRM XYZ & CO .IN THAT CASE CAN XYZ & CO BE THE AUDITOR OF THE COMPANY IF COMPANY ACCEPTS IT .IF YES THEN WHAT WILL BE THE PROCEDURE FOR THAT
Q:- Can Form No.ADT-1 under Companies (Audit & Auditors) Rules, 2014, be signed by Company Secretary of the Company along with his PAN & Institute Membership Number?
Q:- In new Form ADT-1, point no.(f) asks for the period of accounts for which appointed. In small companies where rotation is not applicable, we hv appointed auditors for five years.Now my query is -what should be entered in this column 01.04.2014-31.03.2015 or01.04.14 to 31.03.2019. The auditor is going to audit accounts of finacial year 14-15 only with this appointment for coming years ratification is needed as per law, but in resolution we r appointing them for five years.Further in next point g no of finacial year hv been asked for which the appointment is related but i think this column is meant for 139(2) companies only as it asks to fill point no.i before filling this point g.If smbody has filed the form pl. clarify
Q:- The present form ADT1 seeks info on period of accounts for which appointed and no. of financial years to which appointment relates. If an auditor is reappointed for 5 years with effect from 1st April 2014, should the period of accounts be entered as 1.4.2014 to 31.3.2019 and the number of financial years as 5?.
Q:- Section 145 says auditor should sign audit report, Section 134 says directors etc should sign financial statements, why auditors sign financial statements is it given under any section or it is a custom
Q:- This is a case of a company to which Sec 139(2) of CA 2013 is not applicable. The present audit firm of the company is appointed for stat.audit since inception of the company (18 yrs). So the rotaion of auditors/firm under rule 6 is also not applicable. The tenure of the prev yrs held by the audit firm is 18 yrs though there could be 2 members of the same firm who have signed the auditor accounts over the past yrs. Form ADT 1 permits entry of only 10 yrs under pt no 4(i). Is there necessity to attach optional attachment for remaining 8 yrs?. Is the intent of law is only to seek the details of 10 yrs in case of audit firm as illustrated in rule 6 of the relevant rules?
Q:- whether Form ADT-1 to be filed with ROC for appointment of Auditor in Casual Vacancy or not?
Q:- A Public Limited unlisted company has appointed statutory auditor in AGM 2014 for the financial year 2014-2015. Now company desires to appoint Joint Auditor to other CA Firm in company for year 2014-15. Please provide procedure to appoint joint auditor. Please also clarify that joint auditor may be appointed in Board Meeting. Or company required to appoint joint auditor in BM & also required approval of shareholders in EGM.
Q:- Internal Auditor -As per section 138 of the Companies Act, 2013 such class of companies are required to appoint internal auditor who shall either be a chartered accountant (CA) or a cost accountant (CMA) or such other professional as may be decided by the board to conduct internal audit. As per rule 13 Explanation the internal auditor may or may not be an employee of the company. Please clarify following – 1) such other professional as may be decided by the board means an employee of the company M.com or LLB qualified may be the internal auditor. 2) An employee of the company CA Inter OR CMA Inter OR CS Inter may be the internal auditor. 3) An employee of the company CA, CMA or CS may be the internal auditor.
Q:- What should be the date of appointment of Auditors who are appointed to fill Casual Vacancy pursuant to Sec.139(8)(i). Is Board Meeting date or EGM date? please clarify.
Q:- Does income tax representation services can be rendered by an auditor under section 144 ? Are they covered in management services ?
Q:- CARO applicability : A pvt co has paid up capital of Rs. 10 lacs and reserve of Rs. 50 lacs. Turnover -Rs. 1 crore. Hence CARO has been applicable for last many years on the basis of paid up & reserves more than Rs. 50 lacs. This year it also becomes a small company under the Companies Act, 2013 as paid up is less than Rs. 50 lacs. Will CARO continue to be applicable this year as well ?
Q:- Internal Auditors in a pvt co : A private co has a CA firm as an internal auditors of last many years. As per Companies, 2013, Internal auditors are not mandatory.Is filing of Form MGT 14 required for continuance of the same Internal audit firm ?
Q:- Qualification in Audit Report for not having a Company Secretary : A pvt co having paid up capital of Rs. 7 crores does not have a Company secretary on its roll during 2014-15. Does Audit Report need to be qualified on this point ?
Q:- In a Pvt Co., where rotation of auditors is not mandatory, the auditors were reappointed in AGM in September, 2014 for 1 year instead of 5 years. Can the auditors now be reappointed for 4 years in the AGM in sep, 2015 or is there any other recourse ?
Q:- Ours is an Unlisted Public Limited Company. The turnover of the Company has crossed Rs. 300 Crores as at 31.03.2015.Prior to 31.03.2015, it had not crossed the turnover to Rs. 250 Crores. My Query is whether we will need to appoint the Secretarial Auditor for obtaining the Secretarial Audit Report for the year 2015-16 when the accounts have not been audited till date.
Q:- What is time limit for appointment of internal Auditor if we want to appoint internal auditor for the Year 2015-16
Q:- If a existing Auditor has expressed his unwillingness to get reappointed at AGM can Board of Directors recommend appointment of new directors or a special notice is compulsoriy to be recived from members
Q:- how many number of audits can a CA can under take
Q:- Company have appointed Statutory Auditor at previous AGM for 3 Years. For this year whether compny needs to file ADT-1 for appointment of same auditor?
Q:- Whether filing of ADT-1 is mandatory for appointment of first Auditor at Board meeting ?
And what about in case first auditor is appointed by members in EGM ?
Q:- The following question relating to sec 146 for exemption to attend the GMs by Auditors;
1. For Exemption, Whether Special Resolution or Ordinary Resolution is required?
2. For Exemption, only one time resolution is to be passed or it is to be passed in every GMs. ?
3. The resolution will be passed in the General meeting or resolution also mentioned in the Notice ?
Q:- hello sir,
i want clarification about depreciation charing as per new company act. Can we taken residual value @ 5 where assets was 100 % depreciated in earlier years. The notes of acts says-
7. From the date this Schedule comes into effect, the carrying amount of the asset as
on that date—
(a) shall be depreciated over the remaining useful life of the asset as per this
Schedule;
(b) After retaining the residual value, shall be recognised in the opening balance of retained earnings where the remaining useful life of an asset is nil.
Q:- As for as my understanding to remove auditor company has to call for the board meeting and pass the resolution for removal of the auditor and file the form with the RD in the ADT 2 after approval of RD hold the general meeting and pass the special resolution and replace the auditor
But my question is under the provision of section 140 says "before taking any action reasonable opportunity should be given to the auditors". when the opportunity should be provided.
i have 2 stages where opportunity should have been given 1. in the board meeting (then what is the notice period). 2. in the GM (then what is use of Going to central govt if the shareholder does not remove such auditor inspire of RD approval).
please give your inputs on the same.
Q:- The company has appointed Auditors in last year 2014 AGM for 5 years & filed to MCA Form ADT -1. This year the company has ratified appointment of auditors for the year 2015-16 in AGM 2015. Is company required to file Form ADT -1 to MCA for ratification re-appointment of Auditors? Please clarify.
Q:- The company has appointed Auditors in last year AGM for 1 year 2014-15. Now in year 2015 the company can re-appoint auditors for 5 years as per Section 139 of the Companies Act, 2013. Or the company can appoint auditors for 4 years. rotation of auditors is not applicable to the company. Please clarify.
Q:- A public co has appointed two firms of CAs (Joint auditors) as statutory auditor for 5 years from 14-15. The 2nd auditor in the AGM in Sept 2015 has expressed his unwillingness to continue. Will it be treated as casual vacancy?. Will the outgoing auditor have to file ADT3 and the company to file ADT1 for the 1st Auditor who is continuing?.
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Do companyneed to file ADT-1 for ratification of Auditors appointment for 1 year?
Q:- Auditor or Audit firm can be appointed for less than 5 years? can a company appoint auditor firm for 3years instead of 5 years?
Q:- Does every year company require to file ADT1?
Q:- Does every year company require to file ADT1?
Q:- If the term of the statutory auditor ends in March 2017, then who will audit the 1st quarter of financial year 2017-18. when should the auditor be appointed for the Financial year 2017-18. Should we appoint the auditor for the F.Y. 2017-18 in the AGM to be held in year 2016-07?
Q:- Dear Sir,
at AGM, the shareholders of the company were unable to ratify the appointment of the auditor. the act was unintentional. is there any solution available to retain same auditor for the same term?
Q:- what is Frequency of audit committee meeting of Deemed public company
Q:- what is Frequency of audit committee meeting of Deemed public company
Q:- what is Frequency of audit committee meeting of Deemed public company
Q:- what is Frequency of audit committee meeting of Deemed public company
Q:- Dear Exerts,
XYZ is a Partnership Firm Auditor of a Listed Company for a period more than 15 years, but due to provisions of Rotation of Auditors XYZ will not be eligible to to reappointed for 5 Years.
Mr. Z a non signing of XYZ Firm resigned and Joined a new CA Firm ABC and ABC appointed as Auditor of That listed Company.
My question is that whether ABC can be appointed as Auditor of that Listed Company whose earlier auditor was XYZ ?
Whether Mr. Z who resigned my XYZ can sign Audit report of that listed company on behalf of New CA Firm ABC?
Q:- A Private Limited Company has filed e form ADT-1 in respect of appointment of a Proprietory firm of Chartered Accountant on 3rd October 2015. The CA firm has now informed the company that there is change in Constitution of their firm and w.e.f 01.04.2016 it has become a Partnership firm with new Income Tax Pan Number. Should the company now file a fresh ADT -1? If so effective from which date? Please clarify
Q:- in a private limited company, Annual Filing of year 2014 is pending, the company has filed MGT-14 related to Adoption of Accounts, Directors report within due date. but the auditor has given his resignation on 31/03/2014 and practically the accounts are not audited on due date. Auditor's resignation is not yet filed to ROC. Now my question is if such casual vacancy of auditor is filled by appointing new auditor by the board which exceed 300 days, will it amounts to any other penalty or compounding other than Additional feed on such board resolution?
Q:- Is ADT-1 required to be filed with ROC for appointment of first auditory by the Board of Directors of the Company?
Q:- STATUTORY AUDITOR WAS APPOINTED IN CASUAL VACANCY FOR FY 2015-16. WHAT WILL BE HIS TERM IF APPOINTED AT ENSUING AGM.
Q:- Who will sign Limited Review Report if the term of statutory auditor is completing on 31-3-2017. What is the procedure to follow in this case. Please send me your views.
Q:- Whether agenda relating to appointment or reappointment of auditor needs to be taken up in Annual General Meeting?
Q:- THis is in connection with issue and allotment of shares to a foreign parent co under new Act. FEMA requires shares to be issued at fair value certified by auditors. Also, Section 62 of the new Act requires that issue of shares should be at value determined by the registered valuer. In one case, the value of share is around Rs. 1.2 whereas the face value is Rs. 10. Section 53 of the Act prohibits issue of shares at discount. We are confused. If the issue is in accordance with Section 62, i e at Rs. 1.2, there will be a violation of section 53. Is there any conceptual misunderstanding By Hina Sadrani, Self Employed
Q:- 1. Allotment of shares in April 2014 to be done as per the Shareholders Agreement entered prior to 31st March 2014 - Will it require to follow private placement guidelines. 2. Form 2 is pending for filing as on 31st March 2014 - Will it accept board resolution without letter of offer; etc if filed in May 2014
Q:- The companies act states that preferential allotment shall also be treated as private placement and will have to comply with the requirements of private placements like issue of letter of offer, valuation by registered valuer etc. In case of preferential allotment of shares or other convertible securities to the promoters, should the company issue letter of offer and comply with the other requirements like valuation. With regard to the special resolution to be passed, can the company pass a single resolution with an upper limit so that the resolution can be used for all allotments to be made during the next 12 months. I understand that the special resolution should be acted upon within 12 months. Can a price band be fixed with power to the board to determine the price. In case of price band, how would the post issue shareholding pattern be made. Only when the exact price of share is known, can the number of shares to be alloted be determined. Please advice.
Q:- a private company has unsecured loan of Rs.3cr. recd from its Directors and members at 31.03.14.Now how should we tackle this in terms of new act. Can we allot shares against this money, if yes how we will follow the procedure prescribed for private placement which says receipt of money must be through cheques and how we will issue offer letter etc.
Q:- As per Section 23 (2) for private limited company private placement it need to complied with part II i.e 42 further also need to complied with section 62, thus is it necessary to company to file PAS-4 as per rules and complied please give expert advice.
Q:- For Private placement by Pvt Ltd company Does section 42 , rule their under, Sec 62 rules there under applies and if so Rule 14 (c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 requires private placement requires minimum investment size Rs. 20,000 what is the intention and requirement, does it means now from 01.4.2014 u can not have a shareholder in private limited company less than Rs. 20,000, please give ur expert comment.
Q:- A Company has passed a resolution for issue of debentures and the draft letter of offer has also been approved by the Board which would be taken to the shareholders for their approval. Can the company also at the same Board meeting authorise the Chairman or Company Secretary to issue the offer letter for the preferential issue once the same is approved by the shareholders or should the company again hold a board meeting after the General meeting to approve the issue of the offer letter.
Q:- what is the difference between private placement and preferential allotment for a private limited company. I a private company wish to raise some capital by issuing new shares to some of the freinds and family members of the directors/promoters which section will be applicable sec 42 or 62. Further we treat this as a private placement thn will the valuation of shares is required by the registered valuer which is a requirement of sec 62. further who r these registered valuer as on today.
Q:- One company has pass special resolution u/s. 42 read with 62 with relevant rules under provisions of Co. Act, 2013 for offer, issue of and allotment of Shares of Rs. 5 Crores to 120 persons in one or more tranches and as per the provisions of act and rules the validity of resolution is 12 months from the date of passing of resolution. The Board of Directors have approved Letter of offer in Form PAS4 and send the same first to 42 persons out of 120 persons ? We want following clarifications : 01. What is validity of Private Placement offer Letter in Form PAS4. ? 30 days or 12 months. 02. The company send offer letter to first 42 persons and made allotment and then we want to send offer letter to another 45 person out of 120 person, should the company need to prepare and approved offer letter in Form PAS -4 again and again until the completion of allotment for the total shares for which special resolution passed ? 03. Whether company need to maintain record in Form PAS 5 again and again when the company send Offer to total 120 persons until completion of allotment of total shares under special resolution passed ?
Q:- Private company allot the further equity shares to directors. is it attract private placement/preferential provisionu/s 42 or u/c 62
Q:- Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that A company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations:Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosedProvided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.In the Companies Act 2013 YEAR has not been defined. Further section 2 (95) provides that words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 shall have the meanings respectively assigned to them in those Acts.The word YEAR has also not been defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996.Considering the above, views are sought if the approval of shareholders under the second proviso to Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 needs to be taken on Financial year (defined in Companies Act 2013) basis or the said approval of shareholders can be taken on AGM to AGM basis or on calendar year basis.:
Q:- A newly incorporated private limited company wants to issue equity shares at par i.e Rs.10.00 per share. How will the valuation of shares be done? Are there any valuation rules or any precise format of Valuation Report?
Q:- SIR, A PRIVATE COMPANY RECD FUND ON 05-06-2014 FROM NRI FOR THE ALLOTMENT OF SHARES (SHARE APPLICATION MONEY BUT THE COMPANY HAS NOT COMPLIED WITH ANY PROVISIONS OF COMPANY LAW 2014 FOR ALLOTMENT OF SHARES CAN ITT BE COMPLIED BY PAYING ADDITIONAL FEES TO ROC ON ALL THE FORM LIKE MGT-14 PAS -3 ETC
Q:- WHAT IS THE PROCEDURE TO ALLOT SHARES TO A DIRECTOR AGAINST LOAN . IS THERE ANY CHANGE WHETHER HE IS A SHAREHOLDER OR NOT
Q:- If a company hold an EOGM to approve the offer of shares u/s 42 & 62 and file MGT-14 within 30 days and then call board meeting next month and issue offer letter, F-GNL-2 with PAS-4 is to be filed within 30 days of this board meeting but Form GNL-2 asks for the EOGM date only. How should we file PAS-4 issued in the board meeting held after EOGM? I we enter the details of MGT-14 and date of EOGM in point 5 of the form then point 8 automatically filled up with the same date. But in fact the two dates are different. The PAS 4 is issued in the Board meeting after one month of the EOGM and if we file the form with EOGM date it will be late obviously and otherwise also it is not correct. PAS4 is to be filed within 30 days of its issue date.Can anybody help if they hv filed this form? itis urgent.
Q:- In continuation to my earlier question do we require to file two Form GNL-2 as the form accept only one document (PAS-4 orPAS-5)at a time or it is sufficient to file PAS-5 with PAS-3 form after allotment.
Q:- SIR, What will be procedure for filing the return of allotment if it is in march 2014 such as Pas-5 , Valuation Report etc
Q:- If a company allot some shares to a PIO and he paid the money through his NRO a/c what requirements are to be complied with in respect of RBI and AD bank. There is no receipt of foreign currency but the company will enter a foreign address in its register of members.
Q:- Dear Sir, Rule 14(1)(b) of Companies (prospectus of securities) Rules, 2014 with regard to private placement states that pvt. placement offer letter accompanied by application form shall be sent " EITHER IN WRITING OR IN E-MODE". What does the word "IN WRITING" states? , does it includes delivery of offer letter"BY HAND"?
Q:- Dear Sir, Rule 14(1)(b) of Companies (prospectus of securities) Rules, 2014 with regard to private placement states that pvt. placement offer letter accompanied by application form shall be sent " EITHER IN WRITING OR IN E-MODE". What does the word "IN WRITING" state? , does it include delivery of offer letter"BY HAND"?
Q:- If a company wish to allot shares by private placement to NRI/PIO then what requirement are to be complied with.Do we need to file any for with RBI also even when the money is received from their NRO account.
Q:- process of transfer of share of pvt ltd
Q:- An unlised public limited company wants to raise funds by issue of non-convertible redeemable preference shares at a premium. Whether redeemable preference shares can be issued at a premium under the companies Act, 2013 ?
Q:- In case of private placement made to convert unsecured loan from a Company into shareholders by issue of equity shares at book value as per the valuation report from a practicing CA for more than 10 years, is it a sufficient compliance in regard to valuation of shares
Q:- Under private placement route, can shares be issued at a price different- high or low, than valuation report
Q:- 1. A COMPANY RECD SHARE APPLICATION MONEY BEFORE 31.03.2014 AND WANT TO ALLOT IT ON 26.05.2014 WHAT ARE THE FORMALITIES FOR ROC COMPLIANCE 2. AND IF IT IS BEFORE 2014 FOR EXAMPLE SHARE APPLICATION MONEY RECD AND ALLOTMENT IN MARCH 2014
Q:- What is the difference between allotment under private placement and prefrential allotment? Can allotment of public limited company can be done under private placement? please clarify.
Q:- Our company is a private company and wants to issue Preference Shares on private placement basis. Kindly let me know the procedure for the same and also if you could provide with the event wise chart and draft documents for the same. Regards, Isha
Q:- A private company having an authorised capital of Rs. 2 Crores wish to takeover the business of a partnership firm. In that firm both the partners hv contributed 75 lacs each as their capital contribution. i.e Rs.1.50 Cr.The company proposes to issue equity shares to both the partners at par i.e issue of 1500000 shares of Rs.10/- each. As the company is not getting hard cash at the time of allotment,this shares will be issued for consideration other than cash. My query is about what option is to be selected for point no 4 (iv) of the form PAS 3, consideration received is (a)- assets and property acquired or (b)- Goodwill or (d)-Conversion of loan or (e) any other and write against capital contributed in firm.Further how this allotment will take place. Are we require to follow the whole private placement procedure.
Q:- But Akansha,But in this case how we can issue offer letter and comply with the other provisions of private placement.We are issuing shares as a payment of the business acquired by the company.It has been mutually agreed by both the parties in advance. Further in private placement provisions there is no mention of issue of shares for consideration other thn cash.Only in section 62 a breif mention of this is given
Q:- Thanks Akansha, but how will we comply with the procedure of sec 42. One of the condition of section 42 is that consideration must be in cash paid through cheque (bank) and the amount should not be less than 20000/-. In our case there is no cash and the consideration has been received at the time of takeover of the business and the shares are being issued at par as agreed between the parties. Now what will we do about Valuation?
Q:- Hi, A Pvt. Ltd co has authorized capital of 10 lacs and issued capital of 9.65 lacs. how by means of private placement it has made an offer of 0.20 lacs. does the co need to file MGT - 14 before allotment of shares (in PAS- 3) by way of private placement. After allotment can the Pvt ltd Co take loan of 10 lacs from the new member if the co has taken a Term loan from a nationalized bank which has said that margin of 40% is to be brought in by promoters before disbursement of full loan amount.
Q:- Hi Everyone, Can anybody provide with the format of Share certificate for preference Shares. In SH-1 its specifically mentioned Equity Share.
Q:- PREFERENCE SHARE allotment other than existing share holder can be treated as Private placement
Q:- A Closely held Private Limited Company wants to raise equity capital from another company (not a subsidiary/ holding/ associate company) through private placement at Par i.e. Rs.10/- per share. The Book Value/Fair Market Value arrived at following the Valuation Procedure comes to Rs.35/- per share. Can the company issue shares at Rs.10/- per share. Is it permitted under the Companies Act, 2013?
Q:- Is anyone have sample of Debenture Trust Deed as per SH-12?
Q:- Is it necessary to obtain a valuation report even in case the security is being offered at par value - say issue of redeemable preference capital at par?
Q:- Is there any format of application form available for subscription of non convertible redeemable cumulative preference shares under private placement ?
Q:- is it Compulsory for for a Private Limited Company who issues shares to one of the two directors at face value, to appoint valuer? Plz advice
Q:- PAS-6 is not release for private placement offer . please explain
Q:- PAS-6 is not release for private placement offer . please explain
Q:- We are issuing shares to a person in exchange providing advisory services to the co. t. It gets covered under 62(1)(c) preferential allotment for consideration other than cash. Act says also follow sec 42 i.e. pvt. placement which talks about that the amount for issue of shares should come by way of cheque in a separate bank account. But there is no money coming. Only in exchange of services, we are giving shares. How to comply with Section 42?
Q:- We are issuing shares to a person in exchange providing advisory services to the co. t. It gets covered under 62(1)(c) preferential allotment for consideration other than cash. Act says also follow sec 42 i.e. pvt. placement which talks about that the amount for issue of shares should come by way of cheque in a separate bank account. But there is no money coming. Only in exchange of services, we are giving shares. How to comply with Section 42?
Q:- Can Pvt. Ltd. company convert unsecured loan of promoter into Equity capital.? what,s the precautions to be taken care of. Kindly guide
Q:- Whether the allotment of Unsecured Debenture to Foreign Body Corporate is exempted from the definition of Deposit
Q:- Dear friends, I am filing GNL-2 for PAS-4 in respect of Private Placement made in January 2014, but the fee is coming as Rs.600 only. No late fees is being charged.
Has anyone come across this situation; pls advise.
Q:- Can a Private Limited Company issue convertible warrants to its Promoters Directors? If yes. Whether there are any provisions similar to Regulation 75 & Regulation 77 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, regarding tenure of convertible securities and Payment of consideration which are applicable to Private Limited Company?
Q:- Dear Members, I am looking for a checklist for allotment of debentures in a private limited Company. Request you to provide the same.
Q:- Under New Act, within how many days the Company is required to issue share certificates for allotment done.
Q:- If allotment of Shares done at par then mandatory to obtain report of registered valuer in respect of valuation of the consideration for preferential allotment.
Q:- A Pvt Comany wants to issue shares on preferential placement basis. The Book value of the shares comes to Rs. 20/- per share and value as per discounted cash flow comes to Rs. 40/- per share. Can the Comapny issue shares @ a price of Rs. 160/- per share if any shareholder is willing to buy it?
Q:- can a private company converts its Convertible Preference shares into equity shares with in a period of one year of Allotment of Convertible preference shares. is there any lock in period for preferential allotment of convertible preference shares
Q:- Do we need to file MGT-14for the board meeting in which we are allotting the shares ?..although we are filing the MGT-14 for EGM in which we are approving the draft offer letter...
Q:- Please advise when to open and when to close the offer after shareholders meeting in case of private placement.
Q:- Please advise when to open and when to close the offer after shareholders meeting in case of private placement.
Q:- Please advise when to open and when to close the offer after shareholders meeting in case of private placement.
Q:- Please advise when to open and when to close the offer after shareholders meeting in case of private placement.
Q:- Please advise when to open and when to close the offer after shareholders meeting in case of private placement.
Q:- whether a private company can give offer to a partnership firm for subscribing the shares, if yes, what are the requirements. please advise.
Q:- If a partnership firm intends to invest in equity shares then what is the procedure.
Q:- hello everyone,i want to know the reaquirement of an agreement for sweat equity shares.I couldnt find anywhere in the act nor the rules regarding sweat equity share agreement .Could anyone pls elaborate plus can restrictive clause such as if an employee leaves an organisation they are required to transfer the share back to company be given in such an agreement
Q:- Whether unsecured Non Convertible debentures issued by unlisted public limited company are considered as deposit or not?
Q:- A listed Company issued Non convertible debentures through private placement in the month of October 2014 and partially redeemed the debentures on March 31, 2015. Is there any requirement to mention about the issue and redemption of debentures in the Board Report of the FY 2014-15?
Q:- Director of Unlisted public limited deposited money with the Company as a deposit. Now company wants to issue shares in lieu of deposits. Can a company issue shares to such Director ? If yes how the conditions of separate bank account, PAS 4 and 5 can be fulfilled ?
Q:- can compulsory convertible preference shares be given dividend at par with equity shareholders?
Q:- Would an issue of unsecured non convertible debentures on private placement basis by a listed company be considered as issue of deposit??
Q:- Would an issue of unsecured non convertible debentures on private placement basis by a listed company fall under the definition of deposits??
Q:- Please give me the procedure for Issue of Share of Producer company ? more than 200 hunderd members ?
Q:- Please let us know the procedure and the documents required for allotment of shares at premium value.
Q:- Whether the sweat equity shares can be issued to the non-executive directors? if so what are the tax implications..kindly clarify ...
Q:- ESOP issued to foreign subsidiary has been vested and during the time of allotment, can i get the excercise price & related perquisite tax in INR or the employees has to deposit in USD? or exercise price should be in INR & tax amount to be collected in US? Which tax to be deducted, it is as per US taxation or Indian taxation.
Q:- if a company takes over a proprietorship firm and issue share to such proprietor in consideration of same. now it is a matter of issue of shares other than cash.
my question is mere filling of PAS-3 with the attachment of contract paper of takeover and valuation report fulfill the requirement of law. or we have to follow separate provision of preferential allotment
Q:- Company wants to offer Right shares to its existing shareholders. Out of all shareholders one shareholder is having partly paid up shares. Can company issue the shares to the same shareholder.?
Q:- How to Incorporate a Company?
Q:- Whether for incorporating a new company , do I have to prepare articles and memorandum as per the Companies Act 2013
Q:- NEW DRAFT FORM OF MOA
Q:- Is there any change in incorporation process of Section 25 Company as per the new act?
Q:- MOA and AOA to be uploaded with MCA with E-Form INC-7 for incorporation of a company will have to The Companies Act, 1956 also or only to the Companies Act, 2013
Q:- Do we have to amend the AOA of the co. as per new act?
Q:- How to incorporate a Company?
Q:- What is the registration fees for incorporating a private limited company with one lakh authorised capital under the new act.I am asking as the fees for small company is Rs.2000 and other than small company is Rs.5000. Also what will be the fees for filing MOA and AOA?
Q:- I have received licence for section 25 company in first week of April 2014..How to incorporate it further as MOA/AOA and other documents have been approved as per 1956 Act
Q:- I have received licence for section 25 company in first week of April 2014..How to incorporate it further as MOA/AOA and other documents have been approved as per 1956 Act
Q:- Whether Affidavit in Form INC-9 is required on plain paper or on Stamp paper? And if on stamp paper than what is the value of Stamp paper required
Q:- Please provide me the format of Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company) as required in Form INC-22
Q:- Whether Address proof and Proof of Identity as required to be attached in Form INC-7 should be attested or not?
Q:- Can anyone please share the declaration to be given in Form INC-21, for Certificate of Commencement of Business. I am also not clear about the Stamp Duty that needs to be paid here, how much and how ...
Q:- Please provide me the format of Form DIR-2 required as per Form DIR-12.
Q:- What is the difference between public company and private company as per companies act 2013
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- Pl. tell me whether page no. on MOA / AOA should be written on the face/head of each page or on the foot of each page.
Q:- whether Form INC-8 should be on stamp paper duly notarised and if yes, please tell me the value of stamp paper required.
Q:- I have received a query from ROC that INC-8 should be on stamp paper and Page numbering on MOA & AOA is missing. Please help me in this matter whether Page numbering should be on header or footer of MOA / AOA and What should be the value of stamp paper for INC-8.
Q:- Form DIR-4 regarding verification of applicant for application for DIN is required to be in the form of Affidavit format. So, whether the same has to be printed on non judicial stamp paper and notarised or just self attestation of the applicant is sufficient?
Q:- Can anybody provide me complete procedure for conversion of private limited Company into LLP
Q:- To comply with the Companies Act, 2013, is it necessary to amend the Memorandum and articles of association
Q:- DIN-4 - Is Verification Statement in Affidavit Format mandatory for Foreign National? If so how we can export the document for Signature since it requires to be on Stamp Paper?
Q:- Pl. anybody help me in this regard (i) What is the amount of stamp duty payable in Form INC-21 if the registered office of the company is situated in Delhi. (ii) And can we pay the stamp duty online through mca21 portal.
Q:- DIN of existing directors or proposed one who have their name or father's name as single name can't able to be entered in any form like incorporation forms. The remedy is only to update the PAN and apply for DIR 6. But in instruction kit of DIN or DIR 6 there is a mention that the name would be accepted as single name if it appears as such on PAN but practically it is not so. can anybody help to overcome this.
Q:- Is it required to take consent of creditors for conversion of public company to private company, if so under which provision?
Q:- my company had incorporated on 04/03/2014 whether INC 21 is required to be filed
Q:- Should we file INC 10 while registering a wholly owned subsidiary for the Parent Company, If so, what are the contents?
Q:- Can a Government Company be formed as a private company.
Q:- Is there any specifice requirement for NOC from the Income tax department for FORM-17 of LLP Act for conversion of a partnership firm into LLP when there is any scrutiny assessment is carrying on and no other dues are pending??????
Please also mentioned if there is requirement of any other approval from any other authority.????
Q:- Shifting of Registered Office:
Hi Everyone, can anybody provide me with the procedure for shifting of registered office from one State to another. If anybody has the event chart for the same.
Q:- Can we use single INC-10 being verification of signature of director/subscriber for incorportating more then one company
Q:- Can Public Limited Company form a Private Limited Company as its Subsidiary.
Q:- Sec.11 of the Companies Act, 2013 has been omitted vide Companies (Amendment) Act, 2015 and Notification to this effect has been issued. Does this mean, Companies incorporated as per the new Act need not obtain Commencement of Business Certificate? Can the Company start the business right away? Form -INC 21 has also been abolished/ Please clarify
Q:- Sec.11 of the Companies Act,2013 has been omitted consequent to Amended Act,2015. Is it correct to interpret that the said section shall continues to apply for Companies incorporated prior to 29th May, 2015? If so since form INC 21 stands withdrawn , how a company can file this document to obtain Commencement Certificate? Please help
Q:- We have incorporated producer Company, we need to know the minimum paid up capital for incorporation of Producer Company. Kindly provide the relevant Circular for the same.
Q:- Affidevitt of all the members are required for conversion of co-operative society to Company ?
Form URC-1 states the requirement by way of attachment as Affidevitt from Members / partners.
Kindly clarify.
Q:-
[CS_yahoogroups) PROBLEMS IN IMPLEMENTATION OF LAW
Actions
C S GROUP 16:45PM Keep this message at the top of your inbox Groups
To: C S GROUP
Sir/Madam,
Can anybody present the following matter before the "Company Law Committee"
One Co-operative society wants to get it registered as a Limited Company u/s 366 of the Companies Act 2013.
In this connection I went to ROC for discussion in relation to format of approval of majority of members of co-operative society and notice for such registration to be given by Co-operative society in News paper.
But ROC informed me that such registration under Part I of Chapter XXI has been stopped, since there is ambiguity in the Act and the rules notified for the said chapter.
ROC also informed me that there is an internal Order of Higher authorities for not registering such companies till further orders.
I think this is the problem in implementing the law.
You are requested to present before the Company Law Committee.
Q:- Post incorporation Procedure to be followed by private limited company
Q:- Hi
I wanted to know the filing/ compliance to be done by Private companies within 30 days of incorporation. Like First Board Meeting, Appointment of Auditors, INC 21, and other such compliance. Also, under the resource centre, can i find out the monthly/ quaterly/ yearly compliance to be done, in addition to specific compliance?
Q:- What is the Procedure for applying PAN and TAN by Company? And from where to fill Area Code & Business/Profession Code in Form INC-29- Point 9?
Q:- We have initiated the procedure for Incorporation of a company under Chapter XXI for Conversion (i.e. Vesting of Interest) of a Co operative Society into a limited Company. After filling INC-1, MCA clarified that Since the Rules are not clear in this context u/s 366 Part-1 of Chapter XXI of Companies Act,2013.The proposed name is not allowed, till further clarification in this matter.
Further we revived guidance from MCA to convert the Co operative Society into LLP and then Convert the LLP into a Limited Company.
So please guide us in this regard and kindly explain the procedure.
Q:- Within how many days shall the subscription amount be received by the Company post incorporation
Q:- I want to file INC-1 with proposed name includes the word 'financial' which requires central government approval. How to get it? what is the formal procedure
Q:- Can a company registered with multiple object, like construction, food processing activity, trading etc. ? If yes than kindly provide reference of Section, notification or circular.
Q:- Can HUF become subscriber for the Incorporation of the Company?? if yes, than under which section it is prescribed???
Q:- Hi,
Is their any other compliance which need to be done by a company besides below mentioned:-
1. A Board Meeting need to be called -with 30 days of Incorporation.
2. Appointment of Auditor -with 30 days of Incorporation,
3. Disclosure of Interest form MGT 1 - in the First Board Meeting
4. INC22 submission for situation of Company registered office -with 30 days of Incorporation, 5. Allotment of Shares -within 60 days of incorporation.
Regards,
diin_cs@denso.co.in
Q:- Dear Experts,
One of my client running a proprietorship firm and possessing of land, building, plant and machinery in the proprietor name and recently he has formed private limited company and having 50% of shares and remaining allotted to his wife and sons. Now my question is they wants to take over the proprietorship concern i.e. all assets and liability of the existing concern into private limited company. Whereas we have not mentioned these transaction in the object clause.
Can anyone provide the procedure to be followed without facing any consequences in future. and they wants to avoid the capital gain tax under income tax act.
Please share the step by step procedures.
Q:- Our Client want to form a Nidhi Company. Whether we should first form a Public Company and after that apply for Nidhi Company or Whether there is separate procedure for formation of the Nidhi Company from the beginning ??
Kindly advise.
Q:- Can Main object under 2013 Act contain one of the objects as under :To carry on any other trade or business which can, in the opinion of the Board of Directors, be advantageously carried on by the Company." similar to which used to be included in other objects in the past.
Q:- Is it necessary to change MOA & AOA of company existing prior to 2013, as per new Act
Q:- I want to incorporate a company with 3 directors, 2 of them are in Germany, How to get documents attested in this case.
And what about INC-9 and INC-10, these are to be printed on stamp paper and requires notary, how to do it practically.
Please note: the two directors who are in Germany are residing there since last 10 months and they have all the documents like PAN, Aadhar, Driving Licence etc.
If someone has done this, please answer, its quite urgent.
Q:- After incorporation if the members of pvt company is reduced below the statutory limit i.e. one member , what is the consequences to be faced by the company and time limit in companies act 2013.
Q:- We want to start a company without share capital, is this limited only to company limited by guarantee?
Q:- A foreign body corporate incorporates a company in India as its wholly owned subsidiary. Incase of non-individual subscribers it is mandatory to attach MOA and AOA apostilled in pdf in Inc-32 Spice.
But if the authorised signatory comes down to India for incorporating the company and if he signs in subscriber clause for the body corporate what would be position of "apostillation" can it be locally notarised like other proofs and documents, since no body is available abroad to do all the procedures and he should be present there too to get all done. He is in India with valid business visa. Can anybody help on this. Thanks in advance.
Q:- 1.IS IT MANDATORY TO FILE INC-32 (SPICe) FOR LESS THAN 7 SUBSCRIBERS TO THE MOA AND AOA?[AS INC-7 IS NOT ACCEPTING LESS THAN OR EQUAL TO 7 SUBSCRIBERS]
2. IF INC-32(SPICe) IS FILED IS THERE NO NEED TO FILE INC-22 AND DIR-12?
Q:- Anyone can you please provideList of Main Objectives of Digital Marketing company in MOA.
Thanking You,
Q:- Section 25 corresponds to section 8 of the companies Act, 2013 which is not yet notified. In this regard section 263A of old company act explicitly exempts section 177, 255, 256 and 263. What is the exact provision corresponding to section 263A and also in case such provision doesnt exist will it mean that companies with charitable object will not be protected under the new act. (by Gautam Sood, Lawyer)
Q:- What are the New Concepts created under New Law ?
Q:- Can u pl give us list of provisions which have now become applicable to private limited companies and the same were exempted earlier as per old act.
Q:- The final rule 4.1.c relating to issue of shares with differential voting rights mentions twenty-six percent as again twenty-five percent in the Draft rules or under CA 1956. Is this a typo.
Q:- Is there any software available in the market for keeping registers and records in eform as per companies act, 2013.
Q:- can a private company give the guarantee to a partnership firm in which company is a partner but directors are not partners and their relatives are partner .
Q:- can a private company give the guarantee to a partnership firm in which company is a partner but directors are not partners and their relatives are not partner
Q:- Some unsecured loans from one of the shareholders are outstanding in the books of our public limited unlisted company as at 31.03.2014 for which statement in lieu of advertisement was filed with the ROC pursuant to section 58AA of the Companies Act, 1956? Are we supposed to file forms DPT- 3 and DPT - 4 respectively for this?
Q:- Should MOA in old format be changed into new format? Is it mandatory?
Q:- How is the Audit committee, nomination and remuneration committee & stake holder's relationship committee reconstituted? Will their reconstitution be shown as a ordinary or special resolution in the Annual report?
Q:- Has the MCA given any time frame for amendment of Articles of association in line with Companies Act, 2013. If yes, please indicate the relevant circular
Q:- As per the new Act if an Indian private limited Company is a subsidiary of a company which was incorporated outside India and listed abroad then what are the additional compliance to be ensured in case of Indian Private limited company?
Q:- For a closely held Public Company, can Annual General Meeting (AGM) be held at shorter notice. If yes, what is the procedure for the same.
Q:- Is it necessary for every company to re-write the registers since the date of incorporation in the new format as per the Companies Act 2013.
Q:- matrix applicable New company act provision Vs for a private company
Q:- In June, 2014 MCA has come out with a draft notification exempting certain provisions to private companies. Any information on the status of the notification in official gazette?
Q:- Could you pl update status on Draft Notification No. F. No. 1/1/2014-CL.V u/s 462 of companies Act 2013 which was placed in Lok Sabha on 14th July 2014? As per 462, it has already passed totally 30 days. Whether it will be notified by default after the current session of parliament ?
Q:- What documents we need to attach with Form MGT 14 for postal ballot results. Is it just Scrutinizers Report and CTC of Special Resolution or any other document is required to be attached with Form MGT 14?
Q:- What are entrenchment provisions that can be mentioned in the AOA and to what extent can the Articles of Association be altered.
Q:- One Public Limited Unlisted company has re-appointed its Managing Director for 3 years in September 2013. The appointment is valid upto August, 2016 as per The Companies Act, 1956. Is re-appointment of Managing Director valid upto August, 2016 under The Companies Act, 2013. What are the compliances need to comply under The Companies Act, 2013 for validity of re-appointment of Managing Director upto August, 2016.Please Clarify.
Q:- One Existing Private Limited Company under Companies Act, 1956 maintain all statutory registers as per the provisions of The Companies Act, 1956. Which statutory registers are need to change as per The Companies Act, 2013 from existing registers maintained under The Companies Act, 1956. Please clarify.
Q:- Are all companies mandatory required to alter its MOA and AOA as per the new Companies Act, 2013. There is any time limit. Please clarify.
Q:- Is there any secretarial standards notified to be followed by the companies
Q:- Do the foreign subsidiaries have to follow the same financial year as Indian parent Company for the purpose of consolidation of financial statements u/s 129 of Companies Act, 2013?
Q:- Private Companies can maintain statutory records electronically voluntorily???
Q:- whether notification dated 05.06.2015 relating to Exemptions to Private Companies under section 462 of CA 2013, notified by the MCA or not? Has it been implemented?
Q:- Is the exemption notification of Private Companies is a draft notification or it is enforced?
Q:- WHETHER A PRIVATE SUBSIDIARY COMPANY CAN BUY BACK ITS EQUITY SHARES
Q:- WHETHER A PRIVATE SUBSIDIARY COMPANY CAN BUY BACK ITS EQUITY SHARES
Q:- ONLY ONE SHAREHOLDER ACCEPTED OFFER FOR BUY BACK OF SHARES OUT OF TWENTY FIVE SHAREHOLDERS. PLEASE ADVISE ON THE MATTER.
Q:- THE COMPANY WAS INCORPORATED IN THE YEAR 2003 UNDER THE COMPANIES ACT, 1956 AS A SPV. SPECIAL PURPOSE IS NOW OVER AND COMPANY WANTS TO ALTER OBJECT CLAUSE. WHETHER A WHOLE NEW SET OF MOA IS TO BE ADOPTED OR ONLY OBJECT CLAUSE IS TO BE CHANGED. PLEASE ADVISE.
Q:- Dear Friends,
I am having some confusion on how to distinguish between Forms RD-1&2, CG-1&2, GNL-1&2 ... In which instance which form has to be filed.
For e.g. In case of Condone Delay Petition, should we file RD-1 / RD-2 or CG-1 / CG-2?
If there are any checklists for determining which form to file in which situation, can you share it?
Q:- PLEASE PROVIDE SHAREHOLDERS RESOLUTION FOR BUY BACK
Q:- Dear Friends,
I am unable to find e-Forms MGT-7 & AOC-4 in MCA Site; are they available for download yet?
P. Vithal Kumar, Company Secretary
Q:- WHETHER VALUATION REPORT OF SHARES IS REQUIRED FOR BUY BACK OF SHARES BY UNLISTED PUBLIC COMPANY
Q:- A COMPANY IS ENGAGED IN TRADING OF GOODS AND HAS TAKEN SECURITY DEPOSIT FROM THE DEALERS TO WHOM IT SUPPLIES GOODS. WHETHER IT IS EXEMPTED FROM THE DEFINATION OF DEPOSIT OR NOT.
Q:- Does this forum permits seeking clarification on e forms to be submitted to MCA?
Q:- Does this forum permits seeking clarifications on e forms to be submitted to MCA?
Q:- While preparing MGT-7 & AOC-4, we need to fill in the Business Activity and Classification Code. In MCA Site there is a download availabl by the name:
NIC-2004_detail_19jan2009
In AOC-4, they are asking for Product or service category code (ITC/ NPCS 4 digit code).
When I googled for (ITC/ NPCS 4 digit code), I found
1. ITC-HS Codes in 477 pages and
2. National Product Classification for Services Sector
Can you please explain which of these is relevant for us?
Q:- Dear Friends,
What is the NPC Code for Chit Fund Co.
Is it 99711290 = Financial and related services à Deposit services à Deposit services to other depositors n.e.c
Q:- THE COMPANY HAS RECENTLY COMPLETED BUY BACK OF EQUITY SHARES AND FILED RETURN OF BUY BACK IN FORM SH-11 AND SAME HAS BEEN APPROVED BY THE ROC. CAN YOU ADVISE ME THE NEXT STEP TO BE DONE OR ANY OTHER FORM IS STILL REQUIRED TO BE FILED.
Q:- What are the forms to be filed for compounding of offence, in case of Government Company which has not held its AGM for F.Y.2014-15 within prescribed time.
Please specify the exact forms (CG-1 or CG-2, RD-1 or RD-2, GNL-1 or GNL-2).
Q:- We need to file Balance Sheet for the financial year 2013-14 with MCA and Form 23 AC/ACA are not avalable now, please suggest the relevant form
Q:- Some relaxation has been given to Private Cos (vide Notification dated 05-06-2015) for Sec-185 (Loan to Directors). Please let me know whether the criteria of relaxation should be judged from the point of view of the company giving loan or receiving proposed loan or both?
Q:- Some relaxation has been given to Private Cos (vide Notification dated 05-06-2015) for Sec-185 (Loan to Directors). Please let me know whether the criteria of relaxation should be judged from the point of view of the company giving loan or receiving proposed loan or both?
Q:- Shall giving and taking of unsecured loan by a public listed company to its associate will attract section 188 of companies act? if attracts whther board approval is required in both companies?
If company 'a' is associate of company 'b'.
a is relative of b as per the definition of related party. My question is whther 'b' is related to 'a' or not? ( related party definition will have any reciprocal effect?)
Q:- Whether physical copy of application/petition duly notorised, as done earlier, is still required to be attached with form INC 23 for change of registered office from one state to another state.
Q:- Are Directors and Company Secretary required to be reappointed as KMP through board resolution ?
Q:- Has it become mandatory to appoint KMP from April 1, 2014 or do we have transition period of 6 months for the same
Q:- The Paid up capital of one of our unlisted Company is less than Rs. 10 Crore, hence as per the provisions of Section 203 of the Companies Act, 2013 not required to appoint KMP. But the Company is having Company Secretary and CEO. In that case do we need to designate them KMP. Please clarify.
Q:- An un-listed public Company covered under the qualifying criteria for appointment of KMP has full time MD, GM(F&A) and CS as on 01/04/2014. The required forms for their appointment under the old Act have been filed at relevannt time. Whether the Company is required to appoint again the KMPs and file the forms. What is the procedure to be followed in this regard by such a Company.
Q:- Section 203 prohibits appointment /re-appointmnt of chairperson as MD /CEO unless Articles provides otherwise. If Articles of a Company does not provide appointment of Chairperson as MD / CEO Whether a Company can appoint Chairperson as its MD under this Section after amending its Artiles facilitationg such appointment ?
Q:- What is the time limit of appointment of KMP in a listed company and board or special resolution is required?
Q:- A co. having a paid up capital of more than 50 cr ; already having MD and CS as KMP. Does it reuired to appoint CFO also as per sec 203 of the act
Q:- If KMP is non resident during the previous year, we have to seek central government approval. What are the consequences/penalties if we dont go for central government approval??
Q:- Dear Sir, ours is a public Ltd. wholly owned subsidiary of LIC of India. the head of the company who is also one of the directors, his designation is chief executive. in articles also he has been termed as chief executive. but now he wants to use designation as chief executive office. please advice the formalities required. thanks and regards.
Q:- A pvt co. which is not required to appoint a KMP. But according to Sec 8A, it has to appoint a Company Secretary. The Company has MD, WTD, CFO and CS. Should only be CS be designated as KMP in Board Resolution as appointment of CS is compulsory or even WTD, CFO along with CS should be designated as KMP as they are appointed in the company before the regulations came into force.
Q:- A pvt ltd company has appointed a person of more than 21 yrs but less than 70 yrs as WTD in the Board meeting with effect from 1st July 2014. Form MR1 was filed thereafter within 60 days. The company is at present seeking shareholders approval with respect to the same by way of ordinary resolution. Should the company again file MR1 subsequent to the approval by shareholders?. If yes, what will be the effective date of appointment?. I presume that the fees for MR1 is calculated with reference to the effective date of appointment.
Q:- Can a company secretary of a holding company act as a KMP of its subsidiary companies. In this case, the subsidiary companies are only Special Purpose Vehicles incorporated for the purpose of performing a specific project.
Q:- a listed company willing to designate officers of the comapny other than those specified in Section 2 (51) as KMP. is there any legal requirement for this under Companies Act, 2013, Listing agreement?
Q:- A private company has husband and wife as only two directors as well as shareholders. There is no other shareholder. Husband is continuing as a whole time director since 1996 as there was no fixed tenure in his appointment letter. The questions now are :1. Does the Company need to reappoint him with a tenure of 5 years now ? If yes, can he be reappointed now say. in December, 2014 or January, 2015 ? 2. Whether in respect of the Board resolution for his reappointment and remuneration, Section 184 and Section 188 apply ? 3. Will he compulsorily be treated as a KMP ? 4. Whether MR 1 in this case will be filed within 60 days from Board resolution or from General meeting resolution ( as the general meeting will now only be in September, 2015) ?
Q:- Can appointment of KMP be done through Resolution by Circulation.
Q:- If CFO appointment is before March, 31, 2014. Is it required to file DIR-12 for the appointment of CFO now? Is there further requirement of filing MR-1 also, when remuneration to CFO is not subject to regulation or within the purview of Sections 196 &197 & schedule V.
Q:- Validity of appointment of Managing Director- One Public Limited Unlisted company has re-appointed its Managing Director for 3 years in September 2013. The appointment is valid upto August, 2016 as per The Companies Act, 1956. Is re-appointment of Managing Director valid upto August, 2016 under The Companies Act, 2013. What are the compliances need to comply under The Companies Act, 2013 for validity of re-appointment of Managing Director upto August, 2016. Please Clarify.
Q:- A public limited company having a paid up capital of 9 Crore Rs. appoints a Company Secretary, whether such CS so appointed will be treated as Key Manegerial Personnel or not and whether Form MR-1 is to be filed along with Form DIR-12 in its respect or not?
Q:- Can a public limited company not falling under the prescribed class of companies for Sec 203 appoint all its directors as non-executive?
Q:- In case a Listed Company is already having a MD and CS on whole time basis as on 01-04-2014, is it required to designate them as KMPs and file requisite returns with ROC.
Q:- To appoint a whole time director in a private limited co, what are the resolutions ( BR or EGM) and which forms need to be filed to RoC ?
Q:- In a private co, a director ( designated as a Director in RoC records) is getting salary for last 15 years. Do w have to redesignate him as a whole time director now from a current date ? And what resolution and form is to be filed for that ?
Q:- In a private co, a whole time director designated as such, is taking salary for last 14 years now. Please advise whether we need to re appoint him now or from an earlier date and what resolution/forms need to be filed for the same ?
Q:- In a private co, a whole time director designated as such, is taking salary for last 14 years now. Please advise whether we need to re appoint him now or from an earlier date and what resolution/forms need to be filed for the same ?
Q:- The provisions of sub-sections (1), (2), (3) and (4) of Section 203 are not applicable to MD, CEO, or Manager and in their absence WTD of the Government Company as per the exemption notification dated 05/06/2015 issued by MCA. Therefore, whether Managing Director of A Ltd ( Govt Co.) which is a subsidiary Company can hold additionally the position of Whole time Director of its holding Company B Ltd ( which is also a Govt Company) ?
Q:- Can CMD be appointed as CFO
Q:- Form 32 had been filed in 2006 with PAN. At that time option of Membership no. was not in the form 32. Now only membership no. is accepted in MR-1 and PAN is not accepted in this form. When we file form MR-1 the massage comes that "this Membership no. is not with this CIN". DIR-12 cannot be filed because form 32 is already filed. When membership no. will be added with the earlier appointment, then only MR-1 can be filed. Please give solution.
Q:- For appointment of Company Secretary, Form 32 had been filed in 2006 with PAN. At that time option of Membership no. was not in the form 32. Now only membership no. is accepted in MR-1 and PAN is not accepted in this form for Company secretary. When we file form MR-1 the massage comes that "this Membership no. is not with this CIN". DIR-12 cannot be filed because form 32 is already filed. When membership no. will be added with the earlier appointment, then only MR-1 can be filed. Please give solution.
Q:- In a private company ,if whole time director is designates as KEY MANAGERIAL PERSONNEL, whats is the procedure?
Q:- Can a person be appointed as MD/ WTD of more than 2 Govt. Companies ?
Q:- A PRIVATE LIMITED COMPANY WITH PAID UP CAPITAL OF RUPEES 9.5 CRORES IS A SUBSIDIARY OF A PUBLIC LIMITED COMPANY WITH PAID UP CAPITAL OF RUPEES 12.00 CRORES. WHETHER PRIVATE COMPANY IS REQUIRED TO APPOINT MD, CFO AND INDEPENDENT DIRECTOR.
Q:- I LEFT A COMPANY IN THE MONTH OF APRIL 2008 AND AT PRESENT I AM WORKING AS A PRACTICING COMPANY SECRETARY. THE COMPANY HAS NOT FILED FORM 32 OF MY CESSATION AND MY NAME IS APPEARING IN THE LIST OF SIGNATORIES ON MCA MASTER DATA. THE COMPANY HAS NOT FILED ANNUAL RETURN FROM THE YEAR 2007 TO 2015. ROC HAS LAUNCHED A PROSECUTION IN THE COURT AND I HAVE ALSO BEEN ARRAYED AS AN ACCUSED. NOW, PLEASE ADVISE ON FOLLOWING- 1. HOW MY NAME WILL BE REMOVED FROM MCA MASTER DATA AS I AM IN PRACTICE AND FORM 32/DIR-12 CAN NOT BE FILED. 2. HOW CAN I DEFEND MYSELF IN THE COURT.
Q:- Whether it is necessary to file form DIR-12 for the appointment of CEO
Q:- One Private Limited Company have appointed “Voluntarily” (Not Mandatorily as required in terms of Section 203 of the Act) one office of the Company as CEO who is not a Director of the Company. Kindly clarify the following :-
01. Will he term and considered as KMP in term of Provision of Section 2(51) of the Act ?
02. Will he termed and considered as officer in default in terms of Provision of section 2(60) of the Act ?
03. Whether the Company require to File Form DIR-12 in respect of his appointment as CEO ?
04. Is it mandatory to disclose details of appointment of such CEO in Board’s Report in terms of section 134 (3)(q) read with sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2015 ?
04. Is it mandatory to sign Financial Statements by him in terms of section 134(1) of the Act ?
Q:- One Private Limited Company have appointed “Voluntarily” (Not Mandatorily as required in terms of Section 203 of the Act) one office of the Company as CEO who is not a Director of the Company. Kindly clarify the following :-
01. Will he term and considered as KMP in term of Provision of Section 2(51) of the Act ?
02. Will he termed and considered as officer in default in terms of Provision of section 2(60) of the Act ?
03. Whether the Company require to File Form DIR-12 in respect of his appointment as CEO ?
04. Is it mandatory to disclose details of appointment of such CEO in Board’s Report in terms of section 134 (3)(q) read with sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2015 ?
04. Is it mandatory to sign Financial Statements by him in terms of section 134(1) of the Act ?
Q:- Can you pls tel if anythingis mentioned regarding the timing of conducting the board Meeting under the new companies act. To be more specific if the meeting could be held even on sunday at 6.00 p.m as it was in the previous act. If yes kindly refer the specific rules.
Q:- upto which level the management should consider the Senior Mangerial Personnel, whether President, GM or Asst GM for noting appointment and removal or changes in respect of the same. Also clarify whether the Board should note the details of existing persons in this category
Q:- Hello, Can some one let me know the activities / resolutions passed in the members meeting and board of directors meeting which requires to be filed with ROC in Form MGT-14.
Q:- As per new provisions of companies act a director interested in a resolution can not participate in a Board meeting. In my case a private limited company with two directors having a plot of land. The company wants to take on lease the plot of land owned by its directors and their relatives. on which to construct a factory building for its use.Can any one guide me as to how to enter into the agreement with the plot owner
Q:- If one of the directors of a company stays overseas and normally attends meetings through video conferencing (requirements related to video conferencing are not complied with), how would we comply with section 184 for him? as per my understanding the disclosure u/s 184 shall be submitted in the first board meeting that the director attends in person. So how do we deal with this.
Q:- IN A PRIVATE SHAREHOLDERS WANT TO REMOVE A DIRECTOR . WHAT WILL BE MODE OF DISPATCH OF SPECIAL NOTICE TO THE CONCERN DIRECTOR .CAN IT BE GIVEN BY HAND OR BY COURIER .IF THE CONCERNED DIRECTOR DOES NOT ATTEND AND REPRESENT HIMSELF AT EOM CAN IT BE REMOVED BY COMPANY
Q:- Can allotment of Shares or Debentures be done through circular resolution.
Q:- Section 179(3)(c) stipulates that issue of securities can be done only at a Board meeting. I guess the same refers to only the issue of securities and not the actual allotment of the securities. If the intention of the legislature was to restrict allotment to be done only through board meetings, listed companies which allot shares to employees through ESOP would have to have board meeting almost every month. Am I right that allotment of securities can be done through circulation.
Q:- Is maintenance of attendance register for board meetings mandatory?
Q:- Section 179 stipulates that issue of securities needs to be done only at a Board. Would it mean that allotment of securities should also be done only at Board meeting and not through circulation. The power to issue securities under Section 179(3)(c) also cannot be delegated. How will listed companies which have granted ESOP be able to convene board meeting only for the purpose of allotment of shares. Can allotment of securities be done through circulation.
Q:- whether any comprehensive list of Resolution to be filed with ROC through MGT14
Q:- While certifying a resolution to be filed with RoC as an attachment to MGT 14, is it necessary to give the home address of the Director certifying the resolution. Is it sufficient if his name, designation and DIN are disclosed.
Q:- Could you pl clarify the following: whether Sec 188 ( Related party) is applicable for appointment of a Director who is not related to the existing director nor holds any shares in the company?
Q:- Want to have a Board Resolution to do intrnet banking. This is to be given to the bank
Q:- A private limited having two directors who are also the shareholders. now a criminal case is filed against one of the directors by the second director. how a new director to be appointed in this case so that the business of the company is carried out without hindrance.
Thanx & Regards
Q:- Has the Central Govt. notified the Secretarial Standards -1 and 2? If yes, please share the relevant extract thereto.
Q:- As per Section 173(3) of Companies act, 2013, Board Meeting may be called at shorter notice to transact urgent business, but there is no clarification about scope of urgent business.
so my question is , which businesses will be treated as urgent business ?
Q:- If Company Issue Shares in Consideration other than Cash to its existing shareholders under Section 62(1)(c) of compnaies Act, 2013 then Conpany also need to Comply with the Provision of Section 42 also? if yes, then How
Q:- 1. What is the effective date of notifications dated 5/6/2015. 2. As per notification giving exemptions to sec.8 companies, quorum for board is reduced. If the AOA specifies "that subject to the provisionjs of S.174 of CA 2013, the quorum for board shall be 1/3rd of the strength of the board or three whichever is more, do we need to amend the AOA to change the quorum to the new 'lesser of 8 members or 25% of the strength of the board'.
Q:- X Private Limited want to acquire 100% shares of Y Private Limited. Y Pvt Ltd. has three directors of which two are Foreign National and residing abroad. These two FN are shareholders. X Pvt Ltd will have new 2 additional directors.
After appointment of additional directors - position is as under IN - 3 Directors, FN - 2 Directors.
At the Board meeting to be held in India for transfer of shares of X to Y - can FN Directors participate in the meeting through video conferencing ?
Can the votes of FN Directors be treated as valid vote for transfer ?
Whether the subject of transfer of shares is to be treated as acquisition of company ?
And If it is to treated as Acquisition, whether the said business can be transacted through video conferencing method ?
Please reply.
CS ATUL KULKARNI
Q:- WHAT ARE THE CHECKLIST FOR QUARTERLY COMPLIANCE WITH REGARDS TO THE BOARD MEETING ENDING 1ST QUARTER JUNE 2015 AS PER THE NEW COMPANIES ACT AND THE LISTING AGREEMENT
Q:- Could you please suggest me the e-form to be filed with RoC for condonation of delay of filing board resolution u/s 179 beyond 300 days.
Q:- whether filing of MBP 1 with ROC is required in case of PVT Ltd Company
Q:- Can Company held Board Meeting and Committee Meeting in a same day in different time,
i.e. Board Meeting - 11.00 a.m. to 1.00 p.m. & Committee Meeting - 3.00 p.m. to 5.00 p.m.?
Q:- Are provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014 applicable to Unlisted Companies including Small Companies? Please clarify
Q:- as per act a Board meeting can be held anywhere in the world, it means we can issue share certificates also at any place wherever the Board meeting is held( requirement of common seal being made optional) and also get the financial statements signed at a place outside India if majority of Directors are Foreigners?
Q:- Please send me a model of Agenda & Minutes of the First Board Meeting of a Private Company
Q:- Do we need to maintain the Video recording of the proceeding of the Board Meeting even if the Quorum is present physically and only one director is attending through Video conferencing?
Q:- can any one share format of Directors Report and Notice to shareholders for AGM.
Q:- can any one share format of Directors Report and Notice to shareholders for AGM.
Q:- Hello, query is as follows:
1) Private Limited company is having a company secretary, who was voluntarily appointed by the Company since last 20 years.
2) A notice of board meeting of this private limited company is always being sent by the permanent chairman of that company instead of CS of the Company.
3) As per the secretarial standards, notice of BM shall be sent by CS.
4) Is is mandatory to send the notice only by CS for Pvt. Ltd. Company?
Guide on this issue.
Thanks & Regards,
Ankita
Q:- should we mention all share sholders in the altered aoa including the promoters who are not associated with the company now or is it sufficient to mention all the new share holders with their share holding. please advise me. thanks
Q:- Is there any difference in the Schedule iii of companies Act 2013 and Revised schedule vi of the Companies Act, 1956. If yes. What are those changes By Vishwas Surana , Intensive Fiscal Services Private Limited
Q:- One Listed Company has extended its Financial Year by Six months i.e upto 30th September 2013, So under new act its next financial year will be from 1st October 2013 to 30th September 2014 or 1st April 2013 to 31st March 2014 or 1st October 2013 to 31st March 2014.
Q:- we hv filed a compounding application under section 220 as some attachment left to be filed at the time of filing of Form-23AC ACA. Now before issuing the report the ROC is asking to make the default good. However as the mca site donot allow refiling of these two forms, we r not able to make the default good. But the ROC is adament and saying he will not issue a report unless the default is made good. can anybody suggest any solution?
Q:- If we apply under the Fast track scheme to strike off the name of a company then is it necessary to file all the pending balance sheet & annual return in Form 23AC-ACA & 20B or we can just file the FTE Form with the latest nil balance sheet with
Q:- Hi Deepali, this is regarding yr answer given to my query on compounding application, u said we can file the same under CLSS But even the CLSS does not allow refiling of Form 23AC and ACA. We hv already filed these form in that particular year.The main problem is not fee but is that these two forms cannot be filed again. We evn filed these again in Form-61 but ROC has not accepted the same as default made good.I really dont understand these ridiculous situations you dont allow refiling but u will accept the application only when the forms will be refiled.what should we do. Just because of this the compounding application is pending at roc itself for the last 6 monts. Really dont know what to do?
Q:- While incorporating details of auditor in Form 23AC- XBRL, membership no. of CA is showing as invalid. Reason being said CA has resigned from CA firm as well as surrendered CA no. on June 30, 14. However, financials signed by her as on Mar 31 2014. Hence as on Mar 31, 14 she was partner of that CA Firm as well as holding CA no. Problem that our Company is facing is that we are unable to file XBRL for which last date is Sep 24, 14. This being our technical problem we addrressed it to MCA and ROC office also.
Q:- I had made an application for conversion of Pvt. Co. into LLP in the month of March 2014, by submitting the Audited Accounts as of March 31, 2014, Due to transformation in MCA, the process got delyed and the approval of conversion was received in July 2014, Query is : As the Status is now LLP, MCA is not permitting me to file Annual Accounts of 31/03/2014 when it was a Private Company. Please Guide
Q:- Is it necessary to sign the profit and loss account and Balance Sheet while uploading the form 23AC/23ACA or the same can be uploaded by putting sd/- in the signature? Please clarify. There are various views on this.
Q:- Section 212 of the Companies Act,1956 required that Holding Company has to attach certain documents of Subsidiary Companies in the Annual Report of Holding Company. There is no corresponding section (to 212 of old Act) in the new Act. However section 129 mandates consolidation of holding- subsidiary –associate company accounts. Whether Holding Company is still required to attach stand alone documents of subsidiary even after consolidation for 2014-15?
Q:- FINANCIAL ACCOUNTS - One Private Limited Company was incorporated in first week of March 2014. The Company is required to close its first Financial Accounts Year 31.03.2015 OR 31.03.2014. Please clarify.
Q:- A ltd is sole beneficiary of x trust, which is holding 25% of shares of B ltd. Whether A ltd is required to consolidate its accounts considering accounts of B ltd, being Associate?
Q:- Hi Everyone,
Kindly address my query.
Our Company "Z india limited" is a Indian Public unlisted company having subsidiaries in Indian as well as abroad.
The foreign subsidiary i.e. "F Singapore Limited" has further subsidiaries "A india ltd" and "B india limited".
Q1. Kindly let me know if foreign company is also required to consolidate the accounts of its subsidiaries.
Secondly, the indian subsidiary of Z limited also have further subsidiaries. Kindly let me know the following
Q2. standalone accounts of subsidiaries would be combined with holding Company or consolidated accounts would be combined.
Kindly help
Q:- Under CA 2013 Consolidation of financial statement for companies having subsidiaries is mandatory. Please let me know if the accounts of subsidiary companies are to be annexed to the accounts of the holding company and published? Is it sufficient if consolidated financial statements are published and stand alone accounts of each subsidiary need not be printed and published in the Annual Report.
Q:- We are not clear as to the Residual value which should be 5% of the Original Cost of the Asset or it should be 5% of the Carrying Value of the Asset (WDV). but as per Schedule-II of the Companies Act, 2013 has specified that Residual Value of 5% should be taken on the Original Cost of the Asset only and not Carrying Value.
Please give your feedback how to calculate the same.
Q:- An Indian company forms a JV in foreign country with 40% participation. Is it required to be consolidated BS?
Q:- The New AOC -4 (Unlisted Companies) is applicable fro Companies having financial year w.e.f 01.04.2014. However, if a Company has changed financial year and has now 15 months and commences from 01.01.2014 to 31.03.2015, how to file Form-AOC 4? If old version of 23AC,ACA is to be filed, what happens to Form 66 there? Annual Reports are preapared as per CA 2013 and Compliance Certificate is not obtained.? Please clarify.
Q:- A public limited company [commercial company] holds 20% equity capital in a Section 8 company, promoted by the same public company for CSR activities. Query: Whether accounts of section 8 company need to be consolidated with promoter company? How to consolidate? Section 8 company prepares I&E account or P&L?
Q:- A public limited company [commercial company] holds 20% equity capital in a Section 8 company, promoted by the same public company for CSR activities. Query: Whether accounts of section 8 company need to be consolidated with promoter company? How to consolidate? Section 8 company prepares I&E account or P&L?
Q:- Are foreign subsidiary accounts (located in jurisdiction where audit is not mandatory) required to be audited for consolidated A/c of indian listed holding co.?
Q:- Please clarify regarding Consolidation of Accounts for the year ended 31.03.2015. 1) Is Consolidation of accounts required of Foreign Subsidiary? 2) Is Consolidation of accounts required of Foreign fellow Subsidiary also? 3) Is Consolidation of accounts required of Associate company also? An Indian Ltd. Co. have its Wholly owned subsidiary Co. in UK and UK Co. have its Wholly owned subsidiary Co. in USA. Please clarify for consolidation of Financial Statements.
Q:- A Company for which both AOC-4 & AOC-4 CFS were required to be filed. Company has mistakenly clicked on "NO" for a checkbox in Form AOC-4 "Whether Consolidated Financial Statement is required to be filed or not?" Now Form AOC-4_CFS is showing a prescrutiny error "Form AOC-4 is not required to be filed for this Company". Is there any way out for this!!!
Q:- whether in case of small company AOC 4 is required to be certified by Professionals
Q:- whether in case of small company AOC 4 is required to be certified by Professionals
Q:- whether in case of small company AOC 4 is required to be certified by Professionals
Q:- whether in case of small company AOC 4 is required to be certified by Professionals
Q:- whether in case of small company AOC 4 is required to be certified by Professionals
Q:- A Company was incorporated on 9th January, 2015. By default, the Company has closed its financial accounts on 31st March, 2015. What is the remedy available?
Q:- A listed company was filing the return in XBRL mode. The Company is delisted now. Should it continue to file in XBRL Format?
Q:- If a company is 100 holding company then whether we fill the detail of consolidated data or stadalone
Q:- Annual filings for the F Y ended 31.03.2016 has already been done prior to its conversion Company into LLP. The company has been converted into LLP on 01.12.2016. Now our question is whether Company need to make any filing for the period prior to its conversion into LLP i. e. for the period 01.04.16 to 30.11.16 and if yes, how it will be possible as there does not exist any signatory on MCA portal for the Company after its conversion into LLP.
Q:- The Financial Statements are prepared in Indian AS. Some portion of redeemable pref. shares are shown in other equity ( as equity portion of compound financial instrument) and remaining portion in Long term Borrowings(as liability component of compound Financial Instrument). So the query is while preparing MGT-9 to calculate indebtedness whether we have to take the amount of redeemable pref shares shown in Long term borrowings in Secured loans? Even for that matter the amount of indebtedness in MGT-7? What will be the paid up capital of the Company? Only Equity Share Capital
Q:- Is it mandatory for a person designated as Deputy CFO of a Company to sign the financial statements?
Q:- disclosure by directors under Section 24AA has been taken already as it has to be obtained by 31st March.After commencement of 2013 Act is it necessary to again take such disclosure from director in new Format
Q:- Companies with deposits from members under CA 1956 have to apply to ROC in DPT 4 disclosing the details of deposits outstanding as on 31st March 2014 seeking one years time to repay the deposits. Form DPT 4 stipulates auditors certificate to be attached. Clarification is sought as to the matter with respect to which the auditors certificate is to be obtained. Rule 20 of the relevant rules does not speak about the contents of the auditors certificate.
Q:- Please provide me the format of Auditor Certificate required to be attached with Form-DPT-4 for Deposits pending on 01.04.2014.
Q:- Whether the disclosure of holding the designation of trustee in a trust or membership or designation in a society required to be disclosed in MBP-1?
Q:- Whether the disclosure of holding the designation of trustee in a trust or membership or designation in a society required to be disclosed in MBP-1?
Q:- Is the minutes book to be maintained in electronic form or physical form as per new companies act, 2013?
Q:- As per section 89 the company has to file Form MGT-6 with ROC witin 30 days of receipt of declaration from the beneficial owner and the member whose name has been entered in the register of members but who is just a nominee for the share. As now as per new acts exemption are available in case of 100% subsidiaries only we hv to transfer the 100% shareholding to the holding company's name but for keeping the minimum two members one share has to be given to smbody as nominee of the holding company. In that case are we required to file MGT 6 as the beneficial owner is the holding company and not the person who is shown as a member or it is not necessary as the entry in the register of member and on share certificate shows him as nominee of the holding company.Further if it is to be filed whether both the forms MGT 4 & 5 are to be attached with MGT 6 means holding company as well as the nomine both hv to file the declaration with the company.
Q:- Is there a provision similar to Section 302 of the Companies Act, 1956 in the Companies Act 2013, wherein the abstract of the terms of remuneration of executive directors is to be given.
Q:- As per section 184(1), directors shall disclose their interest in other companies/concerns in the first board meeting and the same shall be noted by means of a resolution. Is there any requirement to file this resolution with the ROC ?
Q:- • Does Private Limited Company acquire to obtain a Credit Rating from an Agency to accept Deposits from Members other than Directors?
Q:- Every director is required to made disclosure in the first board meeting of the financial year but what about the directors who are not in India. Can they send the form MBP-1 via mail scan copy or courier or fax or they should place it in the meeting they attend later on.
Q:- A person is appointed as director in a BM which is also attended by him. His interest in other entities are considered and attached to form DIR 12. The BM is also attended by the new appointee. Should the company pass a separate BM resolution to consider interest by such new appointee and file the same in MGT 14 with the ROC?
Q:- LIC of India has incorporated a100% subsidiary company with paid up capital of i crore. In order to ensure 7 minimum members for public company, one share of Rs 10/- each were alloted to 6 employees of LIC who acted as nominee shareholder. Two of them are also director of the company. my question is while giving disclosure in MBP-1, is the director required to mention one share held by him in the Company as he has no benificial interest in that share.
Q:- LIC of India has incorporated a 100% subsidiary company with paid up capital of 1 crore divided into 10 lacs shares of rs 10/- each. In order to ensure 7 minimum members for public company, one share of Rs 10/- each were allotted to 6 employees of LIC who acted as nominee shareholder on behalf of LIC. Two of them are also directors of the company.
My question is while giving disclosure of interest in MBP-1, is the director required to mention that one share held by him in the Company as he has no beneficial interest in that share.
Regards.
Q:- During financial year 2015-16, first board meeting is to be held on 25th april. asper section 184(1),the director has to give his general notice of disclosure which is to be taken up in board meeting of 25-04-15. I want to know that for giving form MBP-1 by the director, can it be dated any date between 1st april to 25th april 2015 or it should be dated 31-03-2015 as it was in case of Form 24AA. Thanks and regds. naresh sakhuja
Q:- During financial year 2015-16, first board meeting is to be held on 25th april. asper section 184(1),the director has to give his general notice of disclosure which is to be taken up in board meeting of 25-04-15. I want to know that for giving form MBP-1 by the director, can it be dated any date between 1st april to 25th april 2015 or it should be dated 31-03-2015 as it was in case of Form 24AA. Thanks and regds. naresh sakhuja
Q:- If a director is a member of a family owned trust, is disclosure in mbp -1 required?
Q:- Private Company having turnover about Rs. 50.00 cr. and net worth Rs. 10.00 cr. and want to given disclosure the following related party transaction in the Directors' Report;
i. remuneration to WTD about Rs. 3.00 lacs p.m.
ii. renueration to relative of WTD about 1.00 lac p.m.
iii. lease rent about Rs. 50000/- p.m. to director.
iv. goods purchased amounting to Rs. 80.00 lac from the Pvt. Co. in which directors are interested.
Will these transaction be disclosed under (i) at arm length category OR (ii) not at arm length category.
Q:- Whether details under Rule 5 (2) & 5(3) of Companies ( Appointment and Remuneration of Managerial personnel) 2014 to be disclosed in Board 's report are applicable for private Limited Company?
Q:- One of my client dealing in Trading of Water Purifier Machinery, Can help me for NIC code???
Q:- if a company has only Body corporate as shareholder and one nominee shareholder than in that case in annual return no. what will be no. of shareholders as nominee is not the promoter shareholder of the company he is only a registered member.
Q:- A public limited company (Closely Held Company) having A clause "Investing surplus funds of the company" in the Main object of the company's MOA. but if i follow Section 117 which signify resolution need to be filed with ROC. now what to do when the company proposes to invest surplus funds, the broker demanded copy of board resolution. Before giving copy of such board resolution to the broker do i have to file the resolution with ROC.
did the company exempt from filing such copy of board resolution to ROC because of the Main business clause.
Q:- What are the time lines to file half yearly periodic Eform DPT-3
Q:- What are the time lines to file half yearly periodic Eform DPT-3
Q:- What are the time lines to file half yearly periodic Eform DPT-3
Q:- The code of conduct for Independent Director prescribes for holding of meeting of Independent Directors every year. Who is responsible to call the meeting and what would be the role of Company in this meeting?
Q:- Has the new Companies Act /Rules prescribed any format of Appointment Letter for Independent Directors ?
Q:- Is it required to re-appoint independent directors on the Board of a Listed company as per Companies Act, 2013 for the purpose of Formation of various committees in which independent directors were already appointed as per Companies Act, 1956? kindly suggest.
Q:- Will the reappointment of Independent Director be as per ordinary or special resolution in the AGM of a listed Company?
Q:- Can the Company bear the travelling expenses of the Independent Directors for attending the general meeting of the company. Please highlight the relevant provision for or against.
Q:- Regarding appointment of Independent Director under section 149 (4) of Co. Act 2013 read with Rules 4 of The Companies (Appointment & Qualification of Directors) Rules, 2014 provides that the following class or classes of companies shall have latest two Directors as independent Directors on the Board of Directors of the Company (iii) a public company which have, in aggregate of, outstanding Loans, debentures and deposits, exceeding fifty crores rupees In this regard please clarify the following : 01. What is meaning of “Outstanding loans” i.e. both short term and long term loans both or Else ? 02. For the purpose of this rules it is stated that, the paid up share capital or turnover or outstanding loans, debentures and deposits, as the case may be as existing on the last date of latest audited financial statements shall be taken into account then : Please clarify which date i. e. date of balance-sheet as on 31st March or date of signing of Balance-sheet of that year ?
Q:- For appointment of Independent Directors and Non executive woman director is form MR-1 required to be filed as within the form there is no such option available. And if yes then under what head i.e. WTD?
Q:- Company “A” Limited has appointed as an additional director to fulfill the requirement of number of Independent Directors as required under the Companies Act, 2013 and listing agreement with Stock Exchanges. The appointment of said additional director would be approved as an Independent Director in the next Annual General Meeting of the Company as required under section 150(2) of the Companies Act, 2013. In this connection the following queries are to be considered :- i) What will be the category of additional director for the intervening period i.e. from the date of appointment as an additional director till the next Annual General Meeting whether he will be independent or professional; ii) Whether the Board has power to appoint independent director and accordingly whether we can categorize such additional director as independent director in the Form DIR12 to be filed on appointment of directors; iii) If such additional director is to be treated as an independent director from the date of which he was appointed as an additional director then whether the intervening period from the date of appointment as an additional director till the next general meeting of the Company would be counted for the purpose of two terms of upto five consecutive years each as mentioned in Section 149(10) of the Companies Act, 2013.
Q:- Please refer to the rules related to the appointment of an Independent Director i.e.Rule No. 4 of The Companies (Appointment and Qualification of Directors) Rules, 2014 the proviso provided that any intermittent vacancy of an ID shall be filled-up not later than immediate BM or 3 months from the date of such vacancy, whichever is later. Now if we got to Schedule IV ("Code for Independent Director") VI. Resignation and removal: Point 2. it has been provided that the ID vacancy shall be filled up within 180 days from the date of removal or such resignation. Please clarify within how many days the vacancy of ID should be filled-up
Q:- What is the procedure to appoint an Independent Director? We understand Recommendation by BOD and approval by Shareholders is required. Is it possible to appoint Ind. Director in Board meeting December 2014 and get approval of Shareholders in next AGM ie September, 2015. Or Is it required approval of Shareholders in EGM upto March 2015. Please clarify.
Q:- Whether a director appointed as an independent director voluntarily by a Private Limited Company need to comply with 'Code for Independent Directors' stipulated in Schedule IV of the Companies Act, 2013? Also, will all other provisions of Companies Act, 2013 applicable to an Independent Director apply as it is to the Director appointed voluntarily as an Independent Director in Pvt. Ltd. Co.?
Q:- Dear Sir Sub-section 6 of the Section 149 of Comapnies Act 2013 provides for meaning of idependent Director and cluse (c) & (d) of sub-section 6 of section 149 of Co. Act, 2013 provides that Indednepent Director or his relaives has or had no pecuniary relationship or transaction with Company, its holding, subsidiay or associate company etc. Please explain the meaning of "Pecuniary Relationship" and "pecuniary transactions"
Q:- whether an existing non executive director fulfilling all other condition of sec 149 CA 2013 can be appointed as independent director of the company.
Q:- Our Company is a private Company, subsidiary of Public Company having paid up share capital of more than 10 crore. Kindly let me know is appointment of Independent Director is applicable on it.
Q:- Can an Independent Director be appointed by the Board as Additional Director under Sec 161 of the Act. Also can this appointment be regularised at the next ensuing AGM?
Q:- What should be the agenda for the separate meeting of independent directors as mentioned in Schedule IV - Code for independent directors - Clause VII?
Q:- Dear Experts,
Kindly tell me what E Forms are required to be filed for appointment of Independent Director.
Thanks advance.
Q:- If the appointment of an existing ID is not renewed by the EGM before 31st march 2015 whether he is ceased from post of Director itself on 01.04.2015 or he will continue as non executive director and only his Independent Directorship ceased.
Q:- In a 100% State Government Company, all Directors are appointed by the State Government. Apart from full time Directors they are also appointing Non Whole Time Directors (NWTD) from other Companies in the same sector, for constituting Audit Committee (under old Act). Can these NWTDs now be re-designated as Independent Directors, pursuant to the exemptions given for 149(6)(a) and 149(6)(c).
Q:- Please clarify - Can a Public Limited closely held company appoint two brothers as 2 Independent Directors of the company as per Section 149 (4) of The Companies Act, 2013 and applicable rules? The Company turnover is more than Rs. 100.0 Crores.
Q:- Can a Company make an payment of sitting fees to firm in which the Independent Director of the company is a partner?
Prompt response with reference of particular section of Companies Act, 2013 will highly appreciate.
Q:- From which date, the tenure of the Independent Director start ie from the date of Board Resolution or the shareholders Resolution ?
Q:- From which date, the tenure of the Independent Director start ie from the date of Board Resolution or the shareholders Resolution ?
Q:- Dear sir,
Do we need to file DIR-12 in case of extending the term of independent director for further 5 years.
Q:- If independent director incurred disqualification, then what will be the impact on Director as well as on Company? What will be the procedure of conversion from ID to normal non executive director? Is there requirement of filing of any eform with the ROC or any other authorities?
Q:- A listed company doesn’t wish to disclose the details required under rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Is there any way available ?
Q:- While preparing the Director’s report lot of disclosure are required pursuant to section 134 of the Companies Act 2013 read with rules like composition of audit company. Mr company doesn’t have any audit committee, no I need to disclose the said fact or need to not make any disclosure?
Q:- Can I send the financial statement vide normal post to my shareholders?
Q:- I intend to send the notice of the annual general meeting through email. Do I need to send the physical copy to the shareholders who haven’t provided their email id?
Q:- Do form AOC-2 needs to be authenticated by the Board ?
Q:- Whether AOC-1 need to signed by the Auditors of the Company?
Q:- In AOC-2 under point (2) , whether details of transactions which are on arm’s length basis to be provided therein shall be entered in the ordinary course of business or not or both?
Q:- If appointment of auditors is made for 5 years starting from F Y 2013-14 and reported to ROC via form 23 B, then is it necessary to submit form ADT 1.after every AGM.
Q:- AGM IS FIXED ON 30TH SEPTEMBER, 2015, WHAT CAN BE CUT OFF DATE AND OPENING AND CLOSING OF E-VOTING PROCESS.
Q:- Please provide me the checklist of conducting AGM in a listed company.
Q:- In a private co, Last year in Sep 2014, auditors were appointed for 1 year (instead of 5 years) u/s 139(1). Rotation is not mandatory. This year should the Company reappoint the auditors for 4 years or for 5 years ? Kindly advise.
Q:- In a private co,, In Directors Report- Extract of MGT 9- shares held by friends, relatives and associates of promoters - are to be shown under the category " Promoters" or under " Public" ??
Q:- In a private co, in Directors Report- MGT- 9 : Where shares held by directors would also include shares held by his HUF ?
Q:- Where can I find format of MGT - 7 (Annual Return) on CompaniesAct.in
Q:- One of my comapny got incorporated on 31.01.2014 what will be the last date to hold First AGM
Q:- Attachments to e form AOC-4- Should we attach Scanned Copies of Original Signed Copies or pdf converted word /Excel as "Signed". Are there any restrictions on Size of the file to be uploaded?
Q:- AOC -1 : whether to be attached in financial statements of parent co or subsidiary company or in the directors Report of parent company ? Please advise.
Q:- is AOC 4 applicable to producer companies
Q:- Whether in Directors Report, Foreign Exchange Earnings and Exp to be given strictly on cash basis ?
Q:- company incorporated on 15-3-2014 & First Accounting period 15.3.14 to 31.3.2015. latest by what date 1st AGM should be fixed.
Q:- WHAT WILL BE LAST DATE OF HOLDING AGM OF A COMPANY INCORPORATED ON 14TH OCTOBER 2014?
Q:- Can a notice of Annual General Meeting contain a notice of postal Ballot as well under companies act 2013?
Q:- Under the list of shareholders the folio number of shareholders is mentioned wrong. How can we correct the same without resubmitting the form MGT-7
Q:- Whether even private companies meeting the eligbility criteria prescribed in section 135 are required to comply with CSR requirement ? If yes, then they are also required to appoint Independent Directors?
Q:- A Company is required to spend say Rs.10 on CSR in the FY 2014-15. The amount of Rs.10 is based on 2 of average PBT of the FY 2011:12, 2012:13 and 2013:14. In the FY 2014:15, the Company actually spent Rs.5 on the CSR projects identified by it and Rs.3 will be spent on the same projects in the next FY, leaving Rs.2 not to be spent by it. The Board also gives reasons for not spending Rs.2 to its shareholders. With this background, my Question is –How Companies will record the amount under CSR Pool, as it is not in the nature of “Reserve”, which can be brought back to Profit. In the given case, where the amount i.e. Rs.2 not spent will go. As per the Draft CSR Rules, surplus arising out of the CSR activity will not be part of business profits of the company. | By. DS Mahajan
Q:- For unlisted public companies, independent directors are required now for companies with turnover, sharecapital criterion. Time limit of 1 year is given to comply with this. However for CSR purpose, the company need to create CSR committee. Can company create CSR committe with all non-independent Directors? as company dont have any independent director and not required as such.
Q:- Budget has categorically disallowed all amounts spent on CSR from Income. So there are only instances where CSR can be allowed as expense. a) The assesse has to prove that the expense is directly relateed to his business or b) It should be covered under Sections 30 to 36 of the IT Act. Can anyone tell me if there are any CSR expenses in Sec 30 to 36 which which aligns with Sec 135 read with Schedule VII of the CA 2013?.
Q:- Under CSR rules, "Net profit" means the net profit of a company as Per its financial statements. My question is whether Net profit means profit after tax or before tax?
Q:- Based on MCA circular 8/2014 and CSR rules, the CSR reporting in the directors report will not be applicable to a Company which has FY Jan – Dec 2014. The query is, are these companies whose FY have started prior to Apr 2014 required to spend any CSR budget in their FY 2014? Even if they spend, there is no reporting in their directors report for FY 2014. Query 2 is – Suppose a company is required to spend Rs.100 in a particular FY, was able to spend just Rs.60. The requirement is that Company shall give details of Rs.60 spent and the reason for not spending Rs.40 in the CSR report in the directors report. What will happen to Rs.40 that is unspent? Will it goes back to the business of the Company or needs to be spent in succeeding years. Please clarify with relevant provisions.
Q:- Please clarify the activities eligible under the final Schedule VII of the CSR for which Income tax adjustment would be applicable.Thank you
Q:- Could you pl confirm whether to carry out CSR activity, a company can float a charitable trust as settlor and PROMOTER director as Trustees.Can this new Trust shall carry out the CSR activities on behalf of Company or for other companies also?
Q:- As per CSR law & rule CSR committee should have three Director one of them should be independent director ( if applicable to the company concerned ) . Can Non Director be member of CSR committee ?
Q:- Whether to find out applicability of CSR provisions as per Sec 135 of the Companies Act 2013, the threshold limits should be met during the current financial year 2014-2015 or even if any of the threshold limit is met during any of the three preceding financial years CSR will be applicable ? Pl. Clarify?
Q:- One company is covered for compliance CSR. The company desires to contribute Prime Minister’s Relief Fund have 100% Income Tax exemption. Please provide contact detail for sending the contribution.
Q:- Our PBT for the year 2014-15 is Rs.4.76 Cr. approx. PBT for last three years is detailed below :-
2011-12 Rs.5,02,04,382
2012-13 Rs.5,59,04,263
2013-14 Rs.4,31,45,900
You are requested to please advise whether or not CSR is applicable to us.
Q:- Can profit on sale of land be considered for profit for the purpose of contribution to CSR?
Q:- Whether CSR can be given to a trust with eligible objects by way of corpus fund?
Q:- As per Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, can we use LLP to under take CSR activity of the comany?
Q:- Rule 2f of the CSR Rules, 2014 provides meaning of the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:—
ii any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act:
Here I wish to know that any dividend received would be deducted from profit before tax or dividend is to be deducted of only those declaring cos which are covered under Section 135 of the Act. If yes to second option, whether disclosure of reason in Directors Report of not complying CSR liability shall be considered as compliance for the purpose of these rules.
Q:- We have done fair valuation of warrants due to which there is notional profit arising and credited to p/l and so do we need to reduce this amount from profit while calculating for CSR
Q:- A Company covered under CSR wants to distribute scholarships to poor and deserving students. Whether the expenditure incurred on function organized for distributing scholarship will be covered under CSR budget ?
Q:- A Company having Rs. 5.00 cr. net profit in a year in last three financial year but having net average loss of Rs. (50.00) lacs.
Can Company give following disclosure in the Board Report for CSR :
a. Average net profit of the Company for last three financial year - NIL
b. Prescribed CSR expenditure (2% of the average net profit) - NIL
OR disclosure should be given any other manner ?
Q:- Sir,
In Private company, there is capital profit of Rs 25 Crore on sale of long term investment in FY 2014-2015 , Investment Purchased in FY 2009-2010. further there is loss from Business activities in FY 2014-2015. but above capital gain converts loss in huge net profit exceeding Rs 5 crore . my question is whether CSR is applicable in this Company on the basis of Net profit creteria. if yes then how.
manoj kumar singh
Mobile No.9999982606
Q:- Activities Covered under CSR inadvertently shown under the head Donation. Whether can be claimed as a CSR Expenditure ?
Q:- I need clarification on two points:-
a} Whether training on sustainable training to farmers by any corporate (Textile Unit) can be considered as a CSR Activity?
b) Whether any pest control services (Rodent and Mosquito Control) rendered to any government hospital can be considered as a CSR Activity (Preventive Healthcare)?
Please revert with your expert comment.
Regards/
Dharmesh Dixit
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- Section 161(3) speaks about the Appointment of Nominee Directors. The Section read as "Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company." My query is what does the term "...................................... by virtue of its shareholding in a Government Company" implies???????
Q:- What is the definition or coverage of management services as stated in section 144
Q:- company is a subsidiary of a body corporate. For the definition of a subsidiary the term company includes
Q:- The Companies (Acceptance of Deposits) Rules, 2014 contains definition of both deposit and depositor.While deposit covers many others except the members, the depositor any member of the company who has made a deposit with the company in accordance with the provisions of sub-section (2) of section 73 of the Act. So whiling filing Form DPT-4, whom should we cover i e. only members or everyone as covered in deposits
Q:- How many nominee can we appoint u/sec 187 of company act 2013 in case of wholly owned subsidiary(Private Ltd.)
Q:- FINANCIAL YEAR - What is a procedure to have and continue calendar year as a financial year by a company have Foreign Collaboration? Foreign Company have 60% shareholding in Indian Co. Is it any time limit to get approval from any authority?
Q:- Will nationalised banks and private banks be treated as public financial institution for the purpose of Sec 186 of CA 2013?
Q:- We have a small private limited company with 2 shareholders i.e. A & B who are also the directors of the company. Company wants to convert unsecured loan given by one of the director i.e A into shares of the company. Will A & B form a valid quorum for passing a board resolution in this regard? Will A be considered as 'interested director' and therefore not counted for the purpose of quorum u/s 174 of the Act (i.e. Section 2(49) read with Section 184(2) of the Act)?
Q:- Hi everyone, Kindly address my query:
A India ltd is a holding company having B foreign Limited as its wholly owned subsidiary. B Foreign Limited further has a wholly owned subsidiary C India Limited.
Can we say that C India Limited is a wholly owned subsidiary of A India Limited. If yes, under what provisions.
Kindly revert.
Q:- Two private Companies 'A Pvt Ltd' &' B Pvt Ltd'. Both companies having two Directors each.
Directors of both the companies are same two persons.
'A Pvt Ltd' holds 50% equity in 'B Pvt Ltd'. Rest 50% held by two Directors.
'B Pvt Ltd' holds 30% equity in 'A Pvt Ltd' . Rest 70% held by two Directors.
Q: Whether Holding/subsidiary relationship is established? If yes, how? Which is holding company?
Q:- A company is having its current financial year as January to December. Do the Company needs to take approval from authorities for changing and extending its financial year to 31st March.
Please suggest.
Q:- whether HUF is covered under the definition of relative of director/member
Q:- As per recent Companies Bill passed the definition of Subsidiary and Holding changed. Now any body corporate will also fall under subsidiary. A pvt ltd company is partner in a LLP and having capital contribution about 90% in LLP. Does as per new definition the LLP being a body corporate will become subsidiary of the Pvt Ltd Company. If yes, does the provision of consolidation will attract on this. What are other implication due this ?
Q:- Can a trust in which chairman of the Board is also a trustee, be a related party to the Company (Public Limited Company)?
Q:- Whether Risk Management Policy applicable for small companies also?
Q:- While calculating networth of a company should is Subsidy received from Govt. to be included ?
Q:- The Companies Act 2013, provides for voting by electronic means by shareholders at general meeting - Section 108. Draft Rules 7.18 1 specifies that listed companies and companies with more than 500 shareholders may provide for electronic voting for section 108. Under Companies Act 1956, the Circular 72/2011 dt 27.12.2011 under Green Initiative provides it is optional for companies to provide for share holders participation at general meetings through video conferencing. There is no such mention of participation of shareholders through video conferencing at general meetings in the Companies Act 2013 and draft rules. Does that mean that the option of video conferencing facility for share holders participation in general meetings is dropped under Companies Act 2013.Hence can it be concluded that under Companies Act 2013 even as an option the company can no more provide video conferencing facility to share holders for participation in General Meetings. [by. G Mukund]
Q:- Kindly provide me the Consent letter format for conducting EGM at shorter notice
Q:- Under Companies Act 1956 consent of shareholder for shorter notice was given in Form 22A. Is there any corresponding form under Companies Act 2013 for shareholders consent for shorter notice as per Sec 101 (1).
Q:- section 105(2) states that the explanatory statement shall state that proxy may not be a member of the company. However rule 19 provides that only a member can be appointed as proxy. This appears to be contradictory. Pls advice
Q:- Sir Please advise me: Query 1: A Pvt ltd is to be converted in to LLP. Whether Board Resolution by the Pvt ltd co. is sufficient for Conversion in to LLP or Extraordinary general meeting is further required to be conducted for the conversion? Query 2: E-form 18 under LLP act requires to obtain the Consent from Shareholders of the pvt ltd for conversion. Whether Simple consent by Shareholders by way of letter is sufficient or calling EGM is needed? Query 3: Whether MGT- 14 form is needed to be filed in both the above mentioned queries ? Thanking You With Regards
Q:- Report on annual general meeting Section 121.1. Whether the proceedings of the AGM can be attached as a Annexure to Form MGT 15? 2. Whether the Annexure (i.e. proceedings of the AGM) has to be signed by the Chairman and Company Secretary?
Q:- Can an Authorised Representative appointed to attain the General Meeting, appoint proxy on his behalf?
Q:- In a Private Company there are 2 Directors, out of which one is minor. Can Minor shareholder attend General Meeting? can he caste vote? will his presence will be counted for ascertaining quorum.?
Q:- In a private company, when AGM can be held with shorter notice if 95% of the members agree for it, can the audited accounts also be circulated in shorter period than 21 days?
Q:- Kindly provide me with a format of special resolution required for filing MGT 14 after AGM.
Q:- A spl resolution proposed by way of postal ballot could not be passed for want for requisite majority. The relevant sections and rules state that the resolution passed has to be filed with ROC in MGT14 within the prescribed time period and the brief report of the resolutions passed by way of postal ballot shall be recorded in the minutes of shareholders meetings. In view of the words "resolutions passed", my query is should we file form MGT14 and record in the minutes book in the present case when the resolution has not been passed?
Q:- A Company was incorporated on 05-01-2013 and first financial year closed on 31-03-2014. As per the provisions of Section 166 of the companies act 1956 , company could have held first AGM within 18 months i.e on 04-07-2014. As per section 96 of Companies Act 2013, company can hold AGM within 9 months i.e on or before 31-12-2014. Whether company needs to comply in this case with Companies Act 1956 or Companies Act 2013
Q:- Company Incorporated on 27.02.13. Books closed on 31.03.14 What would be the due date for AGM. Whether withing 18 months of Incorporation or 9 months as per new Act.
Q:- whether demand of poll is applicable in case of the Company has conducted e-voting at the AGM.
Q:- In a Pvt limited both the Directors and members are Non-Resident...in this case the place of the AGM where????
Q:- Dear Sir/ Madam, Ref: Section 186 and Explanation to Rule no 13 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014) According to me, we can investment, give loan etc ....exceeding limits ...........but we have to pass special resolution with in 1 year from the notification of these rules. It means if limits are 10 Cr .....my current borrowing is 12 cr.....I can further borrow to say 20 cr ( with out passing special resolution immediately).... but have to take approval for the same by 31.03.2015. Kindly provided your inputs. Thanks, Mandar
Q:- A company didn't received money from his promoter (shares were subscribed in MoA).How to proceed further ? how can we allocate these shares to someone else?
Q:- if Notice of EGM has been issued, can we call off EGM?
Q:- if Notice of EGM has been issued, can we call off EGM?
Q:- can an EOGM be held outside India? In 1956 act there was no restriction on that but now i think as per secretarial standards and rules the same is not possible.And if that is the case isn't it restricting the scope of doing business in India?
Q:- Can we hold shareholders meeting via video conferencing; quorum is physically valid.
Dear Sir need valid basis for that if we can hold meeting
Q:- Rule 8(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 provides "to take note of appointment(s) or removal(s) of one level below the Key Management Personnel." Query: who is covered under one level below KMP? Whether it cover- director, executive or non executive, independent director or other person.
Q:- Hi, For appointment of a whole time director in a private company, would we need to file both DIR 12 and MR 1? If yes, please share the appointment letter format that is required to be annexed to DIR 12. Thanks
Q:- A listed company has 4 directors. Of this, 3 directors are independent directors and the other is the Managing Director. As per the Companies Act 2013, independent directors shall not be liable to retire by rotation. Hence in this case, the Managing Director has to be made rotational director and the 3 independent directors should be appointed for 5 years. Am i right?
Q:- Hi, In order to open a office/ branch outside India by an Indian company, is there any requirement of Board of Directors to pass a resolution in board meeting? If yes, under what section?
Q:- is appointment of a woman director mandatory in a listed company for the financial year 2013-2014
Q:- We are an unlisted Public Company comprising 8 person on Board of Directors. Out of 8 directors, 4 are Independent Directors (including one woman director), 2 are Nominee Directors, 1 is Managing Director and remaining 1 is non executive director cum chairman. We need to know whether our company’s board composition is in compliance of Section 152 (6) of the CA 2013. As per section 152 (6), not less than 2/3 of the total number of directors of a public company shall be appointed on liable to retire by rotation basis and while counting total numbers of directors, independent director shall not be counted for this purpose. Further as per Shareholders’ Agreement nominee directors are not liable to retire by rotation and Managing director by virtue of his appointment of 3 years, he will also not be treated as retiring director. Thus we are left with one non executive director who is only retiring director. Do we need to appoint more directors to comply with Section 152 (6)? Your views are solicited.
Q:- A Private Company has filed DIR-12 for appointing of directors to MCA but later on came to know that they are to be appointed as WTD. What remedy does the company have now?Should it have to obtain Shareholders approval now ?
Q:- One of our company needs to re-appoint Managing Director we had given his tenuers as 3 years from the date of appointment. Presently he is 68 years, my query is whether his re-appointment needs central government approval?
Q:- Can a wholly owned subsidiary company buy back its shares from its Holding Company ?
Q:- What are differences between roles and responsibilities of Managing Director, Chief Executive officer and Chairman of the Company
Q:- Two directors were appointed as additional directors, on 01st October, 2014, in a private limited company. Following which two earlier directors resigned on 10th October, 2014. Now the Company was left with two additional directors only. Can a Company have only additional directors on its board?
Q:- Is it necessary to execute an agreement for the appointment of Managing Director in a listed company?If yes, whether the same is required to be printed on a stamp paper?
Q:- In a Pvt. Ltd Company shares hold by other than director, how can company shows the same into MGT-9 share holding pattern sheet.where is option only for promoter and public issue.
Q:- can a whole time employee of the company be appointed as alternate to foreign director?
Q:- Limited Co.(Not Pvt. Ltd) non listed appointed Additional Director through BOD whether MGT 14 is required to be filed
Q:- Are Provisions of Sec.134(5)(e) of the Companies Act, 2013 applicable to a Private Unlisted Company? Further whether Rule 8(5)(viii) of the Companies (Accounts) Rules,2014 are applicable to a Private Unlisted Company? Please clarify
Q:- A company has 7 Directors which includes 5 Independent Directors, 1 Managing Director and 1 Non-Executive Non Independent Director. In the above case, can the Non-Executive Non-Independent Director retire by rotation and reappointed every year at every Annual General Meeting.
Q:- A PUBLIC COMPANY HAS THREE DIRECTORS AND ONE DIRECTOR HAS RESIGNED ON 30.06.2016. THE NUMBERS OF DIRECTORS FALLS BELOW THE MINIMUM 3 DIRECTORS REQUIRED FOR PUBLIC COMPANIES. THE COMPANY HAS NOT APPOINTED NEW DIRECTOR TILL DATE. WHAT IS THE TIME REQUIRED FOR APPOINTMENT OF NEW DIRECTOR AND WHAT ARE CONSEQUENCES FOR DELAY IN APPOINTMENT. PLEASE ADVISE.
Q:- Pvt Ltd co. have only 2 directors , disputes between them arise, how EOGM COULD BE CALLED FOR appointment of another director .
Q:- presently we have a officer who is designated as secretary and is law graduate but is not the member of ICSI nor qualified company secretary.With the introduction of the new companies act and considering the definition of secretary, can the present secretary be designated as secretary?
Q:- Is it now necessary to appoint CS in Private Limited Company having paid up capital over rupees five / ten crores?
Q:- MCA Notification GSR 390(E) of 9th June 2014 has the effect of restoring the position under old Sec 383A in respect of companies with paidup capital of over Rs 5 crores. However the old section also said that other companies with lower capital base should get a compliance certificate from a PCS which shall be appended to the directors report mentioned in Sec 217 of the old Act. The new Act is silent on this class po companies. Is it correct to assume that the certificatee is not required for FY 14 as well as subsequent years.
Q:- can a professional like CA/CS/CWA certified document who reside outside india but holding certificate of practice in india?
Q:- Can a company secretary who happens to be a relative of one of the Directors, do the secretarial work for the company like certification and filing of various forms with ROC.If yes what will be the difference if the share capital of the company is more than Rs. crore. A board resolution of disclosure is being passed every year in March by the Board for his autorisation to do the work.
Q:- The question is regarding the Acceptance of Deposits under the Companies Act, 2013. Certain section of people are of view that as pet the Rule 2 (c) (xi) a company can accept deposits which are non interest bearing from anybody. Though i differ on this personally. Your expert guidance on the matter shall be highly appreciated.
Q:- ROC FEE CALCULATOR SHOWING NORMAL FILING FEE FOR COS WITH CAPITAL OF RS.1,00,000 @ 200 WHEREAS IT SHOULD BE RS.300.00
Q:- S Private Limited company is a family Company having 10 family members. The paid up Capital of the Company is Rs. 8/- Crore . Under 2013 Act it is oblilgaory to appoint Company Secretary, . If S Pvt.Ltd. does not want to appoint a Company Secretary as work is not involved to justify the appointment, what is way out.
Q:- Can CA and Cs be partners, if they are Statutory Auditors and Secretarial Auditors respectively of the same Company? And if CS is pre-certifying the forms?
Q:- my company is a pvt. ltd. company and has a paid up capital of rs. 163 crores and wants to appoint a company secretary. what all forms are to be filed with ROC. does a CS to be appointed falls under KMP?
Q:- my company is a pvt. ltd. company and has a paid up capital of rs. 163 crores and wants to appoint a company secretary. what all forms are to be filed with ROC. does a CS to be appointed falls under KMP?
Q:- Can a relative of a director can be appointed as a cs in the pvt company?
Q:- Under section 383A of Companies Act 1956, a Company with less than 5 crores Capital was required to obtain compliance certificate from CS in practice and file in form 66 with ROC. what is the situation as per new act.
Q:- Is MR-1 required to be filed even in case of private companies for appointing CS especially in view of recent notification dated 05-06-2015 granting various exemptions to a Pvt Ltd Company?
Q:- what are the clauses applicable on the private company in concern with board report
Q:- While maintaining MGT-1(Register of members), is it necessary to record the member's data since incorporation of the company or would it suffice if only the data after the date of enforcement of section 88 is recorded ?
Q:- can company winding under section 304 what is procedure for pvt company
Q:- Unlisted Public Companies are required to submit Reconciliation Capital Audit Report to ROC. Form PAS-6 is not available on www.gov.in.Please advise the procedure.
Q:- Can a whole time director be paid sitting fees for attending board / committee meeting. If yes, would the same be treated as part of his managerial remuneration for the purpose of the limits prescribed under the act.
Q:- In case of fixation of remuneration under Schedule V of the Companies Act, should the Company obtain prior approval by way of special resolution for payment of remuneration. Section 196(4) provides that the resolution can be passed by the shareholders at the next general meeting. So no prior approval is required and that the remuneration can be approved at the next general meeting.
Q:- A listed public company has passed resolution in Sept. 2010 for re-appointment of Managing Director for 5 years i.e (Sept. 2010 to Sept. 2015) & their remuneration in Remuneration Committee, Board Meeting & Shareholders Meeting under the Companies Act, 1956. The Co. has obtained MCA approval for remuneration payment (5% of Profits) to MD year 2013-14 due to inadequate Profits. The Company has inadequate Profits in current year 2014-15 and required MCA approval. The Co. has not passed any resolution in Remuneration Committee, Board Meeting & Shareholders Meeting under the Companies Act, 2013 during the Year 2014-15. As per MCA Circular 32/2014 dated 23.07.2014 – Clarification on transitional period for resolutions passed under the Companies Act, 1956. It is clarified that resolutions approved or passed by companies under relevant applicable provisions of the old act during the period from 01st Sept, 2013 to 31st March 2014 can be implemented in accordance with provisions of old act, notwithstanding the repeal of the relevant provisions subject to the conditions a) That the implementation of the resolution actually commenced before 01st April, 2014 and b) That this transitional arrangement will be available upto expiry of one year from the passing of the resolution or 6 months from the commencement of the corresponding provision in new Act whichever is later. Now what are the options available to the company: 1. Apply to MCA for their approval on the basis of resolutions passed under the Old Act – The Companies act, 1956. Or 2. The company pass related resolutions in next AGM -2015 and apply to MCA after passing of resolutions for waiver of remuneration payment made to MD during the year 2014-15.
Q:- Payment of Managerial Remuneration A Unlisted Public Limited Company having no profit or inadequate profit want to appoint/re-appoint managing Director/WD and proposes to pay or revise remuneration which is less than Slab mentioned in Part (a) of section II of schedule V of companies Act, 2013. For Example (i) Effective capital is Negative or Less than 5 Crores and Limit under this slab is Rs. 30 Laks P.A.- In this case company propose to pay or revise remuneration of Rs. 25 Lacs P.A., So company need to pass ordinary Resolution. Please clearly that in this case is it compulsory for the company to approve the remuneration by Nomination and Remuneration committee ?
Q:- Hi, Please advise, the maximum amount which can be paid to the executive directors in case of loss making private company.
Thanks
Q:- Can a public limited company fix KMP remuneration for five years?
Q:- We are a public company unlisted company . We have changed our method of Depriciaiton from WDV to Starightline method as per the new companies act 2013 applicable on useful life of the asset from 1.04.2014. Due to this there is change in the carrying cost of the asset where surplus in profit and loss account arises to the the extent of Rs. 7 Crores My question is whether this amount is to be excluded from profits for the calculation of net profits for managerial remuneration under sec 198 .
Q:- What is the corresponding section in companies act 2013 for section 217 (2A) of companies Act 1956,(disclosure in board report for remuneration to employees earning more than the limit)?
Q:- Mr. A is an MD in the Holding Company and Subsidiary Company. But Mr. A is getting managerial remuneration from Holding Company. He is not getting anything from Subsidiary Company except for sitting fees. He now intends to get salary from Subsidiary Company also. Going forward, Mr. A is getting the maximum salary from Holding Company in terms of Section V of Part II of Schedule V of the Companies Act, 2013. Can he still be paid salary from Subsidiary Company by filing an application with the Central Government. Please advise.
Q:- the shareholders of our company has approved the appointment of MD fr a perio0d of 5 years under Schedule XIII of the Companies Act,1956. the Central Govt. has approved his remuneration for 3 years. is it possible to approach the CG for the remaining period of 2 years again without approaching the shareholdsers again??
Q:- What is the corresponding section/provision to section 200 of the Companies Act, 1956 in the new Act?
Q:- In case of revision in remuneration of Managing Director of a listed entity, within the limits of Section 197 i.e. 5 % of net profits, do we have to go for Shareholders approval? And what if the Shareholders don’t approve the same, will the revised remuneration paid on the basis of Board approval be liable to be refunded by him?
Q:- Can a Public Limited Company (Unlisted Company) give commission apart from remuneration to MD and WTD.? If yes, then till what limit or percentage the company can give commission to each.?
Q:- Please guide about remuneration to directors/members, Section 8 Company being not for profit Company, Whether we can pay or not ? If yes, then are there any restrictions from Company law point of view? In my opinion remuneration which can be prudent is allowable. Is it correct?
Q:- Mr. A, an Indian Resident is a Managing Director of XYZ Limited, a listed entity. At present, he is withdrawing salary of Rs.90 Lac per annum from XYZ Limited and of Rs. INR 20 Lac per annum from XYZ Brazil Inc, which is a foreign subsidiary of XYZ Limited. Now he is intending to withdrawn salary of INR 40 Lac per annum from XYZ Europe Inc, another foreign step down subsidiary of XYZ Limited. Can Mr. A draw salary from another foreign subsidiary?
Q:- Mr. A, an Indian Resident is a Managing Director of XYZ Limited, a listed entity. At present, he is withdrawing salary of Rs.90 Lac per annum from XYZ Limited and of Rs. INR 20 Lac per annum from XYZ Brazil Inc, which is a foreign subsidiary of XYZ Limited. Now he is intending to withdrawn salary of INR 40 Lac per annum from XYZ Europe Inc, another foreign step down subsidiary of XYZ Limited. Can Mr. A draw salary from another foreign subsidiary?
Q:- Dear Sir/ Madam,
3% Remuneration paid to NED on the basis of Last F.y Profit For c.y remuneration. As the Profit is lower in C.y compare to P.Y profit, excess remuneration paid to NED can waive without approval of CG as the total remuneration is within limit of 11%?
Q:- COMPANIES ACT 1956 HAD PROVIDED A SCHEME OF EASY EXIT FOR CLOSURE OF A COMPANY. NOW, WHETHER THIS SCHEME CONTINUES IN THE NEW ACT OR SOME OTHER GUIDELINES/ PROVISIONS HAVE BEEN INTRODUCED FOR THE PURPOSE?
Q:- For easy exit, a company has to submit inter-alia a statement of account duly certified by a CA in practice or auditor of the company. Please tell how much old-dated statement of accounts can be submitted. Can Statement dt. 31.03.14 will do for closure in this month
Q:- Respected Sir / Madam, We wish to apply for Fast Track Exit Scheme on one of our Private Limited Company. The Company has made default in filing of Balance Sheet and Annual Return for past 6 years. In view of the above, whether we can proceed for fast track exit of the Company with defaulting status. Please accord your valuable direction.
Q:- process of winding up of a pvt ltd co. with form name
Q:- I want to get the name of the company removed from the register of companies . Please suggest me the entire procedure and the conditions which I have to fulfill and the requisite forms which i need to file.
Thanx
CA Mahendra Mittal
Q:- What is the procedure of voluntary winding up of a private limited company as per the companies act, 2013 along with the details of forms to be filed with the ROC? Please help.
Q:- Hello Everyone, Can anyone please help me in the procedure of voluntary winding-up of private company, along with the formats of affidavits, declarations, resolutions, forms etc. required in this regard.
Q:- A Private Limited Company has submitted Application U/s.560 of CA,1956 during December 2014. As on date the status on MCA portal is " Action initiated U/s.560(3) of the Act." In the light of this does the company required to file AOC-4, MGT-7 for FY 2014.15? Please clarify
Q:- Hello Professionals, I have a Pvt Ltd which is inoperative since two years, I wish to windup the company using FTE mode & I had a few doubts:
-Is FTE mode still applicable as of today, because I don't see the form when I enquire for fees
-The board resolution to be passed to authorise the directors to make the winding up proceedings but we still have an operative bank account, I wanted to know if the same resolution can be done for both closure of bank account & authorising winding up proceedings.
-I have some cash balance, is it okey to have the cash balance as the directors have to give an affidavit that there are no assets & liabilities
-The Annexure A format says "Company registered under Companies Act 1956" but mine is registered under Companies act 2013 can I change the text.
-Do I need to file the board resolution with MCA before filling Form FTE
-What extra attachments do i need apart from these in Form FTE Attachments -Annexure A,B,C --Board Resolution
Regards.
diin_cs@denso.co.in
Q:- Company is not operating since 3 years, it was incorporated 5 years back. It has not even filed annual statements since 3 years with ROC. Now, it was to remove its name from ROC records. How can it do so? it dosent have any liabilities, creditors or borrowings?
Q:- I have a company which was incorporated in the year 2005, but now the company has some statutory dues and loans and want to close the company. My question is whether the company can go for strike off u/s 248 of the Act or it has to go for voluntary winding up by members?
Which procedure we need to opt.. strike off or winding up. Please suggest.
Q:- Hello all. I need clarification regarding-What should we do to sell the Assets of the Private Limited Company which has Striked off by ROC for Non filing of Annual Documents.
Q:- Can a director file STK Forms for striking off even if he is disqualified U/s 164(2) in other company ?
Q:- If a Director is disqualified u/s 164(2) in X Company then Can he hold the directorships in Y Company?
Thanks in advance
Q:- An Indian company wants to allot shares to an NRI against his property situated in India which he wants to transfer to the Company. Please let me know if FCGPR needs to be filed in this case and what other compliances will be required under Companies Act, 2013
Q:- We have incorporated a company with 5 lacs authorised capital in October 2013 with 2 individuals as subscribers to MOA. One individual is Indian resident subscribed for 1 share and the other is a foreign national [who is staying in india for the past 4years] who subscribed for 499 shares of rs.1000 each. Later, the parent company remitted 483000 towards share applicaation money and were allotted 483 shares. Authorised capital increased to 10 lacs also. 1 share is allotted to indian resident on receipt of money but no shares are allotted to foreign national. The FC GPR is filed with RBI. Now RBI is asking why the company has not allotted shares to foreign national when he agreed to subscribe for 499 shares in MOA? My question is it compulsory for company to allot shares to the subscribers to MOA before alloting to external investors. What section in companies act provides this? Company has closed its financial year ending 31st March 2013 and filed Annual compliances with ROC. Kindly suggest
Q:- Kindly give advice on below from the perspective of downstream investments. Any special procedure to be followed by JV Company.
Can an Indian JV company (50% UK : 50% Indian) enter into partnership business in the form of partnership firm in same field with some Indian partners?
Can an Indian JV company (50% UK : 50% Indian) enter into partnership in a LLP in same field with some Indian partner?
Q:- Kindly give advice on below from the perspective of downstream investments. Any special procedure to be followed by JV Company.
Can an Indian JV company (50% UK : 50% Indian) enter into partnership business in the form of partnership firm in same field with some Indian partners?
Can an Indian JV company (50% UK : 50% Indian) enter into partnership in a LLP in same field with some Indian partner?
Q:- 1. Will ‘loan from own shareholders taken by a private limited nbfc’ come under the definition of Public Fund as per RBI Circular dated 01.09.2016 vide chapter II point 3 (xxv), though deposit/loan from own shareholders is not regarded “Public Deposit” and there is no outside fund, loan belongs to shareholders of company themselves.
2. Will ‘Overdraft against own Bank FDR taken by a private limited nbfc’ come under the definition of Public Fund/Bank finance as per RBI Circular dated 01.09.2016, whereas Bank FDR is not considered even as Financial Assets as per Rbi circular RBI/2011-12/446 DNBS (PD)CC.No.259 /03.02.59/2011-12 dated March 15, 2012 , since this Overdraft is only against NBFC’s own fund deposit as FDR to save interest, and there is no real Bank Finance, means any body can take Overdraft against FDR without going through any process as in other bank Finance, where one has to be understood of having character of three C’s i.e. Capability, Capacity and Character. In another words, If there is no FDR, there will be no overdraft, means no real Bank Finance.
3. Will loan from ‘Holding private limited NBFC’ to its ‘associate private limited NBFC’ and vice versa or ‘loan within group entities to one another’ come under ‘inter corporate deposit’ under Public Fund as per RBI Circular dated 01.09.2016, since in real sense there is no outside Public Fund is involved.
|
Recently Active Member
RAHUL
SELF
About Q&A
Q & A is a unique platform to get your answers. You can create questions by topics or sections for easy identification of your query . You get various alerts to keep you connected and can also search your query.
So keep posting and stay connected
|
|