See Yes -> Yes, ACS

Awareness Program on Directors Liability under the Companies Act, 2013 and other laws applicable to limited liability companies

2023-06-23T22:39:00.001+05:30

1) Why all this?

Directors are involved in directing, managing and controlling a private & public limited company and hence is expected to be aware of their duties & liabilities.

This session will educate the directors to ask the right questions and do business, which is legal and ethical.

You may soon expect Income Tax like raids from the Registrar of Companies (ROC), as they are implementing artificial intelligence tools to track non-compliances and impose penalties.

2) Non-compliance & its implications:

A Company has not been mentioning the Corporate Identification Number (CIN) and the registered office address in the company's letterheads and also in various documents and communications (first such incidence of violation pointed out was on 02^nd May 2017).

The ROC relied on 8 documents/letters sent by the company (like Invoices & reply letter to ROC) and determined that there was a violation of Section 12(3)(c) of the Companies Act, 2013 committed by the company from 2nd May 2017 to 22nd August 2022 i.e., for a duration of 1939 days delay.

ROC then levied a daily penalty of Rs. 1000/- on the Company and each of its 3 directors, for 1939 days of delay. The maximum penalty for company is limited to Rs. 2 lakhs whereas it is Rs. 1 lakh for every director.

Totalling all this, Rs.5,00,000/- was the penalty imposed on the company and its directors for not mentioning the address of the registered office and CIN on letterhead.

3) What will you get?

A Dossier for Diligent Directors to stay immune from penalties imposed by ROC through adjudication orders will be given.

OnlyThisMuch CompanySecretary Book (CS e-learning) Videos for CS Professional Programme Exams on Youtube to help on how-to study for Corporate law, Drafting, Financial Managment, Tax Laws, Due Diligence & Corporate Governance

2012-09-14T13:36:00.001+05:30

OnlyThisMuch e-learning series has come out with set of videos for Company Secretary Professional Program exams on the following subjects:

Company Secretarial Practice (CSP of Module 1 of CS PP)
Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)
Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)
Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)
Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)
Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

These videos can help CS students to complement with reading of Company Secretary books/reference books including OTM during their preparations. Try listening to the videos again & again in any of your devices. It helps to get your confidence back on these subjects. How to pass CS Exams is answered by what to study for CS exams in these videos.

Credit goes to Mr.Tharun Raj for videos on FTFM & ATLP. Other videos are by Mr.A.N.S. Vijay.

Whatever best Company Secretary books you choose to read, these videos will aid you to better your preparation. These videos can be used for select portions of Company Secretary Executive Programme on Company law, Securities Laws & Compliances and also for relevant portions of CA & CWA exams for Corporate & Allied laws.

Do share the videos & give feedback to thisisvj@gmail.com

The link of the videos are as below:

Company Secretarial Practice (CSP of Module 1 of CS PP)

Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)

Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)

Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)

Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)

Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

Enjoy Passing… Company Secretary Exams

For all videos, click http://www.youtube.com/user/learnlabz/videos?flow=grid&view=1

For details of OnlyThisMuch books, bookstores, etc… visit,

OnlyThisMuch books for CS Professional Program exams for ALL 8 subjects in 4 Modules: Financial Management, Tax laws, Company Secretarial Practice, Drafting, Corporate Restructuring, Strategic Management, Due Diligence & Corporate Governance; Find list of bookstores & online site links to buy OTM for Company Secretary exams

Download OnlyThisMuch book Update Amendments 2012 for Company Secretary June exams onwards covering Corporate laws, Securities laws, Due Diligence, Voluntary Corporate Governance Codes, Schedule VI XII, Takeover Code 2011, Legal Metrology Act, Foreign Contribution, FDI Policy & ICDR with ICSI Supplements to enjoy passing

2012-05-11T22:06:00.001+05:30

OnlyThisMuch book series has released most crucial Updates/ Amendments 2012 for June exam onwards under all laws applicable for Company Secretary exams [CS Executive Programme & Professional Program]. The same can be read from: http://www.scribd.com/doc/93236216/Only-This-Much-Amendments-Laws-2012-Updates-for-Company-Secretary-Exams-on-Corporate-Economic-Securities-Secretarial-Practice-Drafting-Alliances#fullscreen

(Better when downloaded). It covers the following laws:

Company Law/ Company Secretarial Practice/ Corporate Restructuring

1. Amendments in MCA-21 & Filing aspects

2. Amendments in Clauses of Memorandum Of Association

3. Amendments in Unlisted Public Companies PREFERENTIAL ALLOTMENT Rules u/s. 81(1A)

4. Amendments in General Meetings & Board Meetings related

5. Amendments in Managerial Remuneration under Schedule XIII

6. Amendments in Related Party Transactions under Sections 295, 297 & 314 of Companies Act, 1956

7. Amendments in Merger of Government Companies u/s. 396

8. DEFUNCT COMPANIES & FAST TRACK EXIT SCHEME

9. Form & Contents of Annual Accounts under Revised Schedule VI

CRUCIAL DOWNLOADS FOR LAST MINUTE READING BEFORE CS EXAMS:

For Direct & Indirect Tax Laws Amendments, download & print the ICSI Supplement from this link [this is applicable for CS Executive & Professional Program exams

Click here for Financial Management Theory

Glance through MCA Guidelines on Governance

Securities Law/ Due Diligence

1. Amendments in SEBI ICDR Regulations, 2009

2. Amendments in Equity Listing Agreement

3. Public Issue by SME’s & SME Equity Listing Agreement (most predicted question for this exam)

4. Debt market issues & Securitised Debt Listing Agreement

5. Revised Insider Trading Disclosures

6. New Takeover Code, 2011

Corporate Governance/ Securities Law

1. New Voluntary Governance Codes in India

(including MCA’s Corporate Governance & CSR Code, Secretarial Audit, ICSI’s recommendations)

2. New Governance Codes abroad

(including UK Corporate Governance & Stewardship Codes)

3. Other Amendments – Internal Control, Credo & Green Tribunal

Other Laws for CS Exams:

1. Amendments in FEMA & CONSOLIDATED Foreign Direct Investment (FDI) POLICY, 2012 [for Drafting & Alliances in Professional Program, Economic Laws in Executive Program]

2. FOREIGN CONTRIBUTION (REGULATION) ACT, 2010 & RULES 2011 [FCRA] replacing Old Act [for Economic Laws in Executive Program & has Compounding provisions as relevant for Drafting]

3. Competition Act, 2002 & Mergers, Amalgamations, Acquisitions & Takeovers (MAAT) [for Drafting & Corporate Restructuring in Professional Program & Economics Laws in Executive Program]

4. Legal Metrology Act, 2009 replacing Standard Weights & Measures Act [for Eocnomic Laws in Executive Program]

www.learnlabz.com

onlythismuch@lawlabz.com

Only This Much Amendments Laws 2012 Updates for Company Secretary Exams on Corporate, Economic, Securities,...

Enjoy passing

Important Forms Fees Due Date Provisions on Income Tax, Service Tax, Companies Act, LLP Act for CS Executive & Professional Program exams–Download Book

2011-09-25T15:07:00.001+05:30

ICAI has recently issued Quick Insights on CA which covers elaborately the provisions of Income Tax & Service Tax. It will be helpful for preparation of following papers of CS Exams:

Tax Laws (Income Tax & Service Tax) for Company Secretary Executive Program
Advance Tax Laws & Practice for Company Secretary Professional Program

Download the material from http://220.227.161.86/24347quick_insight.pdf

Further the material also discusses crisp details on Companies Act, 1956 and Limited Liability Partnership Act, 2008 which are given as under:

Source: ICAI vide http://220.227.161.86/24347quick_insight.pdf

The materials are shared only for the purpose of study and no other purpose.

Download CS Reference Book for Foundation,Executive & Professional Program exams: Company Secretary Revision Materials

2011-09-20T14:08:00.001+05:30

As you are aware the Bar Council has an examination called All India Bar Exams (AIBE) for qualified lawyers who are interested in practising law in Courts across India. For that purpose, the Bar Council with Rainmaker has created wonderful preparatory materials. The content are ample enough to cover important provisions. It is the best reference material for Drafting paper in CS Professional Program and General Law in CS Executive Program, just read to get maximum marks in exams. It will of good help for Revision too before CS exams or any CA/CWA exams where you study the following laws:

Download Link for Book 1: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP1.pdf

Download Link for Book 2: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP2.pdf

Reference Materials for CS Foundation Programme

In the above refer Chapter No. 4 for Elements of Business Laws paper.

Reference Materials for CS Executive Programme

Module 1: General & Commercial Law (GCL): Chapter Nos. 1, 2, 3, 4, 6, 8, 11, 18.

Module 2: Company Law: Chapter No. 13.

Economic & Labour Laws: Chapter Nos. 14 & 17.

Reference Materials for CS Professional Programme

Module 1: Company Secretarial Practice (CSP): Chapter No. 13.

Drafting, Appearances & Pleadings (DAP): Chapter Nos. 1,2,3,7.

The materials are shared only for the purpose of study and not for any other purpose.

For Executive Program: http://yehseeyes.blogspot.com/2007/10/cs-inter-reference-materials.html

For Professional Program: http://yehseeyes.blogspot.com/2010/01/books-for-cs-professional-program-on.html

For Hindi Medium: http://yehseeyes.blogspot.com/2011/09/company-secretary-hindi-medium-books-on.html

THOSE WHO ARE UNABLE TO DOWNLOAD FROM ABOVE, CAN READ PART I & II FROM BELOW:

AIBEP1

AIBEP2

Tax law, Company law, Economic & Labour law Updates for June 2011 Company Secretaries exam as on February 2011 - ICSI Bulletin

2011-02-16T14:32:00.001+05:30

CS Bulletin updation for Tax law (Assessment year & updates), Company law (Additional Filing Fees), Economic & Labour law (Competition law case) for June 2011 Company Secretaries exam as on February 2011. Do read for both Company Secretary Executive & Professional Programme exams.

ICSI Directorate of Academic & Professional Development

The Commission found that these practices constituted abuse by Intel of its dominant position on the x86 CPU market that harmed consumers throughout the European Economic Area. By undermining its competitors ability to compete on the merits of their products, Intel’s actions undermined competition & innovation. The CCI has also ordered Intel to cease ongoing abusive practices immediately.

A brief analysis of Intel case under Competition Act, 2002:

In the above mentioned case the relevant market is ‘Relevant Product Market’ and to be more specific, ‘Computer Chip Market’.
The dominance is abused on the grounds of ‘Denial of Market Access’ which is listed as one of the grounds of abuse of dominance, u/s. 4(2)(c) of Competition Act, 2002.

Enjoy passing!!!

Company Law Easy Exit Scheme Version 2.0 is back!!! Rush to close your companies now (1st January to 31st January 2011)

2010-12-06T22:08:00.001+05:30

Closure of defunct companies by ROC

COMPANY LAW EASY EXIT SCHEME under The Companies Act, 1956:

The Ministry of Corporate Affairs, has announced an EASY EXIT SCHEME to facilitate the defunct company to get rid of it. The scheme has made very simple for the exit of the defunct company without much effort.

In the normal circumstances closing of a company may take several years and may need to spent lakhs of rupees.

Please contact us immediately for filing the application, for closure of your defunct company, if any at the earliest and avail this golden opportunity.

The opportunity may come once in blue moon. So do ACT IMMEDIATELY and get rid of your defunct company once for all without any future litigation for non compliances.

The Scheme is valid from 1st January to 31st January 2011.

After the closure of the scheme, it is expected that ROC may take actions on those companies who continue to default the compliances.

Take the opportunity immediately.

For assistance, you may also contact:

044-24340416

Reach us @ 7/13, South Boag Road, T.Nagar, Chennai, 600017

Mail us: solutions@lawlabz.com

Keep closing!!!

Download New Easy Exit Scheme Notification

MCA RoC Additional Delayed Filing Fees Calculator under Companies Act - Max 9 times beyond 90 days

2010-11-15T11:48:00.001+05:30

MCA has decided to revise the additional fees payable as per Section 611(2) of the Companies Act, 1956 (except for Form 5) as per below details with effect from 5^th December 2010. Kindly note as per Schedule X, the delayed filing fee shall not exceed 10 times of the actual filing fee.

New Period of Delay(from 5th December 2010)	Fixed rate of additional fee*	Erstwhile Period of Delay (before 5th December 2010)
UPTO 30 days	2 times of normal filing fee	More than 1 month up to 3 months
More than 30 days and upto 60 days	4 times of normal filing fee	More than 3 months up to 6 months
More than 60 days and upto 90 days	6 times of normal filing fee	More than 6 months up to one year
More than 90 days	9 times of normal filing fee	More than 2 years

Note*: The additional fees are payable over and above the normal filing fees.

Form	Period of delay	Rate of Additional Fees*
5	Up to one year	2% of filing fees per month or part thereof of delay
	Exceeding one year	2.5% of filing fees per month or part thereof of delay

In order to avoid payment of additional fees, please file within stipulated time.

Source: MCA Additional Filing Fees Link & MCA / RoC Fees Calculator online

How to get MCA updates in SMS or email through RSS feeds in your mobile or account - Ministry of Corporate Affairs commendable initiative to Free Registered Users

2010-10-10T19:44:00.001+05:30

All types of MCA users (with login facility – whether registered/business) now have an option to get ALERTS of happenings/updates from Ministry of Corporate Affairs through Short Messaging Service (SMS) in addition to the e-mail updates through RSS feeds now by signing up for your Account in the MCA portal (www.mca.gov.in ) and then Click this link:

Register for SMS Alerts

Which will ask for your 10 digit mobile number and get itself updated with your records thereon. If you don’t have an account in MCA then you have the option to register as a Registered User for FREE from New User and then subscribe for the said update.

How to get MCA RSS Feeds in e-mail?

What is RSS feeds? It is as simple as how to get MCA news updates through e-mail. Just follow with this easy step & keep learning:

Open http://www.feedmyinbox.com/ and then enter http://www.mca.gov.in/Ministry/latestnews/MinistryNews.rss in the box given next to Website or Feed URL (as shown below) and your Email Address in the Next box, follow it by clicking SUBMIT.

Website or Feed URL

Your Email Address

Now you will receive a mail in the given email id asking for your CONFIRMATION, clicking the link in the mail will help you to get MCA updates right in your email box.

Do you want specific Updates @Yehseeyes style on various Corporate laws through e-mail, then you may follow the same steps in this link: | Subscribe to Blog.

Enjoy updating (your knowledge).

Download Referencer on Secretarial Audit under Corporate Governance Voluntary Guidlines for Company Secretaries issued by ICSI, good read through

2010-08-19T10:35:00.001+05:30

The Ministry of Corporate Affairs (MCA), Government of India released CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 on December 21, 2009. The preamble to Guidelines states that “These guidelines provide for a set of good practices which may be voluntarily adopted by the Public companies. Private companies, particularly the bigger ones, may also like to adopt these guidelines.”

The Guidelines, amongst other things, recommend the introduction of Secretarial Audit. Para V of the Guidelines states that :

“Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders.”

Companies, which do not adopt these guidelines, either fully or partially, are expected to inform their shareholders about the reasons for not adopting these Guidelines. This is in consonance with the popular doctrine of “Comply or Explain”. The Board should give its comments on the Secretarial Audit in Directors’ Report as provided in Para V of the Guidelines.

Download Reference on Secretarial Audit issued by the Institute of Company Secretaries of India (ICSI) for the purpose of Corporate Governance Voluntary Guidelines

Tamil new year becomes public holiday because of Ambedkar birthday! Can an AGM be held on subsequently declared holiday?

2010-04-07T15:48:00.001+05:30

Subject: Declaration of Holiday on 14th April, 2010 & Birthday of Dr. B.R. Ambedkar.
It has been decided to declare Wednesday, the 14th April 2010, as a Closed Holiday on account of the birthday of Dr. B.R. Ambedkar, for all Central Government Offices including industrial establishments throughout India.

The above holiday is also being notified in exercise of the powers conferred by Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881).

Source: Notification NO. 12/3/2010-JCA-2 dated 29th March 2010

Interesting Issue: Could you find out what will happen if an Annual General Meeting (AGM) is scheduled on 14th April 2010 by sending 21 clear days advance notice? The issue is, at the time of issue of notice (which will be definitely before 29th March), the Company is unaware that AGM date may be a Public Holiday!!! Enjoy crackin…

Transmission or Transposition & death of Joint holder of shares mandates PAN for listed companies & for mismatch or maiden name for married woman, a proof of identity or address to be submitted for corroborative evidence to RTA

2010-01-10T17:48:00.001+05:30

SEBI/MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010

Sub: PAN requirement for transmission of shares in physical form
The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN mandatory for all securities market transactions. Thereafter, vide circular no. MRD/DoP/ Cir-05/2009 dated May 20, 2009 it was clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/ RTAs for registration of such transfer of shares.

Based on representations/ clarifications sought by market participants and in continuation to the aforesaid circulars, it is hereby clarified that it shall be mandatory to furnish a copy of PAN in the following cases –

Deletion of name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders (Joint Shareholdings).
Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder of shares.
Transposition of shares – when there is a change in the order of
names in which physical shares are held jointly in the names of two or
more shareholders.

Incase of mismatch in PAN card details as well as difference in maiden name and current name (in case of married women) of the investors -

The Registrar & Transfer Agents (RTAs) can collect the PAN card as submitted by the transferee(s). However, this would be subject to the RTAs verifying the veracity of the claim of such transferee(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s) as provided for at para. 2 in the SEBI circular no. MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 (ie) based on proof of identity or proof of address documents as given below:
(ie) A copy of any one of the following may be accepted for proof of identity / proof of address:

A. Proof of Identity

I. Passport
II. Voter ID Card
III. Driving license
IV. PAN card with photograph
V. MAPIN card
VI. Identity card/document with applicant's Photo, issued by

a) Central/State Government and its Departments,
b) Statutory/Regulatory Authorities,
c) Public Sector Undertakings,
d) Scheduled Commercial Banks,
e) Public Financial Institutions,
f) Colleges affiliated to Universities,
g) Professional Bodies such as ICAI, ICWAI, ICSI, Bar Council etc., to their Members; and
h) Credit cards/Debit cards issued by Banks.

B. Proof of Address

I. Ration card
II. Passport
III. Voter ID Card
IV. Driving license
V. Bank passbook
VI. Verified copies of

a) Electricity bills (not more than two months old),
b) Residence Telephone bills (not more than two months old) and
c) Leave and License agreement / Agreement for sale.

VII. Self-declaration by High Court & Supreme Court judges, giving the new address in respect of their own accounts.
VIII. Identity card/document with address, issued by

a) Central/State Government and its Departments,
b) Statutory/Regulatory Authorities,
c) Public Sector Undertakings,
d) Scheduled Commercial Banks,
e) Public Financial Institutions,
f) Colleges affiliated to universities; and
g) Professional Bodies such as ICAI, ICWAI, Bar Council etc., to their Members.
read with SEBI circular no. MRD/DoP/Cir-08/2007 dated June 25, 2007. It details the discontinuation with respect to the requirement of Unique Identification Number (UIN) under the SEBI (Central Database of market Participants Regulations), 2003 (MAPIN regulations)/circulars and to make PAN as the sole identification number for all participants in the securities market, irrespective of the amount of transaction.

GDR holder is not a member until transfer or redemption, neither Overseas Depository Bank is a nominee or beneficial owner – MCA clarification

2009-07-24T21:03:00.001+05:30

Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,

Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).

Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares. Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956

go for Company Secretary Moot court, case published by ICSI for 2009, its at chennai now

2009-07-06T10:05:00.001+05:30

Yes, the ICSI mooting begins now…. Moot Court includes drafting briefs (Court Papers) and participating in oral arguments (Pleadings) in a SIMULATED Court/Tribunal environment with 2 speakers & 2 researchers in a team arguing on both the sides of the case. It really helps to improve the Advocacy & Presentation skills of the participant. Further, it adds value to your CS Professional Program paper on DRAFTING, APPEARANCES & PLEADINGS. Its worth to attend and interesting to particpate and exciting to win… Enjoy participatin…

The winning team of the Moot Court Competition will receive the rolling shield in the 37^th National Convention of Company Secretaries scheduled to be held from 5^th – 7^th November, 2009 at Hyderabad.

Start Researching now,

1. 7th All India ICSI Moot 2009 - Rules.pdf

2. 7th All India ICSI Moot 2009 - Problem

3. Bombay High Court Rules.zip

The expert team from Surana & Surana International Attorneys will be visiting all the four Regional Offices (subject to the minimum number of teams) of Institute of Company Secretaries of India to conduct the Regional Level Competition as per the schedule mentioned below:

Round

Dates

Venue

Orientation
(Friday)

Preliminary Rounds
(Saturday)

Semi-Final&
Final rounds
(Sunday)

Send
Registration
Form by

East

7 August 2009

8 August 2009

9 August 2009

28 July 2009

ICSI-EIRC Building
3-A, Ahiripukur I Lane Kolkatta – 700 019
Ph: 033-2281 6541 / 2283 2973

North

21 August 2009

22 August 2009

23 August 2009

28 July 2009

ICSI-NIRC Building Plot No.4, Prasad Nagar,
Institutional Area,

Rajendra Place

, New Delhi -110 005
Ph: 011- 2576 3090 /2576 7190

South

14 August 2009

15 August 2009

16 August 2009

28 July 2009

ICSI-SIRC House,
Old No.4, New No.9,
Wheat

Crofts Road

Nungambakkam,
Chennai – 600 034
Ph: 044-28279898 / 28268685

West

28 August 2009

29 August 2009

30 August 2009

28 July 2009

ICSI
13, Jolly Maker Chambers, No.II (1^st Floor),
Nariman Point,
Mumbai – 400 021.
Ph: 022-2202 1826 / 2284 4073

National @ Chennai

4 Sep. 2009

5 Sep.2009

6 Sep.2009

ICSI-SIRC House,
Old No.4, New No.9,
Wheat

Crofts Road

Nungambakkam,
Chennai – 600 034
Ph: 044-28279898 / 28268685

Details in http://www.icsi.edu/siro/7Mootcourt.htm

Enjoy mootin…

SEBI clarification mandating to submit PAN card copy for registration of transfer of shares of a listed company

2009-05-25T09:47:00.001+05:30

SEBI mandates submission of PAN card copy even for registration of physical transfer of share certificates of a listed company.

The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transaction.

In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such transfer of shares.

Source: PAN requirement for transfer of shares in physical form

[IDR]Only audited financial statements, neither affairs/status & IOSCO recognised & Interim audit, if more than 180 days

2009-04-24T10:59:00.001+05:30

G.S.R 251 (E) - Companies (Issue of Indian Depository Receipts) (Second Amendment) Rules, 2009. dated 15th April 2009

In the Schedule to IDR Rules (Matters to be specified in Prospectus), under Point No.6 – REPORTING,

6 (i) - Where the law of a country, in which the Issuing company is incorporated, requires annual statutory audit of the accounts of the Issuing company, a report by the statutory auditor of the Issuing company, in such form as may be prescribed by SEBI on -
(A) the audited financial statements ~~and financial status~~ (deleted) of the Issuing Company in respect of 3 financial years immediately preceding the date of prospectus, and
(B) (amended) the interim audited financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap beween the ending date of the latest audited financial statements disclosed under clause (A) and the date of the opening of issue is more than 180 days.

Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement under clause (B) shall be deemed to be complied with if a statement, as may be specified by SEBI, in respect of changes in the financial position of issuing company for such gap is disclosed in the Prospectus.

Provided further that in case of an Issuing Company which is a foreign bank incorporated outside India and which is regulated by ~~a Central Bank which, in turn, is~~ (deleted) a member of Bank for International Settlements or a member of the International Organisation of Securities Commission (IOSCO) which is a signatory to a Multilateral Memorandum of Understanding with India, the requirement under this paragraph, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of prospectus shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor.

6(ii) - Where the law of the country, in which the Issuing company is incorporated, does not require annual statutory audit of the accounts of the Issuing company, a report, in such form as may be specified by SEBI, certified by a Chartered Accountant in practice within the terms and meaning of the Chartered Accountant Act, 1949 on -
(A) the financial statements (~~affairs~~) of the Issuing Company, in particular on the profits and losses for each of the 3 financial years immediately preceding the date of prospectus and upon the
assets and liabilities of the Issuing Company and

(B) (amended) the interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap beween the ending date of the latest audited financial statements disclosed under clause (A) and the date of the opening of issue is more than 180 days.

For the status hitherto, click http://yehseeyes.blogspot.com/2009/01/idr-rules-amendednon-residents-can.html

No more triplicate or duplicate, the effect of eforms in Companies Act, 1956

2009-04-06T21:07:00.001+05:30

The Ministry of Corporate Affairs (MCA) has made e-filing mandatory for most of the aspects in the Companies Act. As a result of which there is no more meaning to the words duplicate or triplicate copies to be filed of a particular document as its made online.

Hence, MCA vide notification G.S.R. 70(E) dated 3.2.2009 has amended sections 220, 303 & 594 of Companies Act, 1956 by substituting the word COPY instead of triplicate or duplicate in relevant places.

Click here for the details of notification G.S.R 70 (E) - Modifications in section 220, 303 and 594 of Companies Act, 1956.

Schedule VI Horizontal Form of Balance Sheet under Companies Act in 6th Column....& AS 11

2009-04-06T20:49:00.001+05:30

Yes, MCA vide Notification No. GSR 226(E) dated 31.03.2009 has made the following amendments in Schedule VI of Companies Act, 1956.

The following Explanation 1 & Explanation 2 as given in the Second Paragraph of the last column (6th Column) of A. Horizontal Form of Balance Sheet under Schedule VI of Companies, 1956 shall be omitted with effect from 31st March 2009. For details, click Notification No. GSR 226(E) dated 31.03.2009

Explanation 1: This paragraph shall apply in relation to all balance-sheets that may be made out as at the 6th day of June,1966, or any day thereafter and where, at the date of issue of the notification of the Government of India, in the Ministry of Industrial Development and Company Affairs (Department of Company Affairs), G.S.R. No. 129, dated the 3rd day of January, 1968, any balance sheet, in relation, to which this paragraph applies, has already been made out and laid before the company in Annual General Meeting, the adjustment referred to in this paragraph may be made in the first balance-sheet made out after the issue of the said notification.

Explanation 2.—In this paragraph, unless the context otherwise requires, the expressions "rate of exchange", "foreign currency" and "Indian currency" shall have the meanings respectively assigned to them under sub-section (1) of section 43A of the Income-tax Act, 1961 (43 of 1961), and Explanation 2 and Explanation 3 of the said sub-section shall, as far as may be, apply in relation to the said paragraph as they apply to the said sub-section (1).

Further, The Companies (Accounting Standard) Amendment Rules, 2009 has amended Accounting Standard 11 (AS 11) on the effects of changes in Foreign Exchange Rates by including a provision no. 46 after 45. The details of which can be accessed from Notification No. GSR 225(E) dated 31.03.2009

CS, CA & CWA can certify under Consortium lending of banks is clarified with revised formats

2009-03-12T19:02:00.001+05:30

Lending under Consortium Arrangement / Multiple Banking Arrangements

1. Please refer to circular RBI/2008-09/354/UBD.PCB.No.36/13.05.000/2008-09 dated January 21, 2009 on the captioned subject.
2. In terms of Paragraph 2(iii) of the above circular, in order to strengthen the information sharing system among banks in respect of the borrowers enjoying credit facilities from multiple banks, the banks are required to obtain regular certification by a professional, preferably a Company Secretary, regarding compliance of various statutory prescriptions that are in vogue, as per specimen given in Annex III to the above circular.

3. In this context it is clarified that in addition to Company Secretaries, banks can also accept the certification by Chartered Accountants & Cost Accountants. Further, on the basis of suggestions received from Indian Banks Association, Annex III – Part I & Part II (copy enclosed)has also been modified.

Find the said RBI/2008-2009/382 UBD.PCB.No. 49 /13.05.000/2008-09 in CN49LUCAM.pdf

Company Secretary Appointment Rules amended-5crores&above-Mandatory

2009-01-08T13:20:00.004+05:30

More job opportunities for Company Secretaries in employment as it will be become mandatory & an enforceable provision (atleast now) OR more unemployment for Company Secretaries in employment & more opportunities for practice!!! These are all just views, the quality in Company Secretaries will always be banked upon, irrespective of any legislative amendments. We, Company Secretaries, lets keep rockin...

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:

if your share capital is between 10 lakhs & 2 crores;
if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:

if your share capital is between 2 crores & 5 crores and you have not got the Compliance Certificate;
if your share capital is above 5 crores.

And, NO special provisions for Companies having its registered office in a place with a population of less than one lakh as per 2001 census.

COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY) AMENDMENT RULES, 2009 - AMENDMENT IN RULE 3

NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009

In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :—

1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009.

(2) They shall come into force from the 15th day of March, 2009.

2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2,

(i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:—

"five crore rupees";

(ii) in sub-rule (3), the second and third proviso shall be omitted;

(iii) after sub-rule (3), the following sub-rule shall be inserted, namely:—

"(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956:

Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

Source: http://www.taxmann.net/Datafolder/flash/flashbn0701_2.htm

Enjoy workin...Vj

Just 120 days to get emails for e-filing mistakes from RoC-15th February 2009 onwards, Companies Regulation 2008 says so

2009-01-06T20:27:00.004+05:30

Your document may render "invalid" or "defective" and fresh filing with additional fees is the only option, so care for e-mails!!!

Companies Regulations, 1957

readwith

Companies (Amendment) Regulations, 2008

Erstwhile Regulation 17 (1) The Registrar shall examine, or cause to be examined, every document received in his office which is required or authorised by or under the Act to be registered, recorded or filed by or with the Registrar.

17(2) If any such document is found to be defective or incomplete in any respect, the Registrar shall give notice in writing to the company to rectify the defect or complete the document or to file a revised document complete in all respects, within 15 days from the date of such notice.

17(3) In case of failure on the part of the company to rectify the defect or to complete the document within 15 days after giving notice to the company, the document shall be registered, recorded or filed as the case may be, by the Registrar and the company shall be informed accordingly.

Now, the new amendment to replace the above mentioned regulation 17 is as under,

This regulation comes into force from 15^th February 2009.
The things filed with MCA through www.mca.gov.in for approval or registration or record or rectification shall be examined by RoC.
The e-forms filed with MCA through www.mca.gov.in for information and filed under Straight Through Processing (STP) may be examined by RoC.
RoC to call for information or asks for rectification of defects or incompleteness or to re-submit the things, if it finds necessary, only within 120 days from filing [excluding approval time taken by other authorities like CLB, CG] and intimate the same through website and last known e-mail or if not available, then to last known address or registered office of the company.
RoC to wait for 30 days (15 days for shifting registered office from state to state) and if not received or not satisfied with the provided explanation or rectification, it can treat the thing as "invalid" ["defective" in cases of forms filed for information through STP] and intimate accordingly.
The Company then has only option to make fresh filing with additional filing fee, as applicable to rectify the 'invalid/defective thing'.
This regulation comes into force from 15^th February 2009 and RoC is given a time of 60 days and not more than 150 days from 15^th February 2009 to re-examine all things of company pending at RoC for more than 30 days from 15^th February 2009, by giving intimation as aforesaid.

You can access the regulations in http://www.mca.gov.in/MinistryWebsite/dca/notification/pdf/GSR888(E)_2jan2009.pdf

Now you can Track only Company Law Updates from by clicking http://feeds.feedburner.com/companylaw

So, now the RoC season will begin from 15^th February yet again!!! Make replies to prevent a fresh filing…

certification-foreign nationals company in India & Co incorporated outside commonwealth-apostillised as per Hague Convention

2008-12-20T19:58:00.004+05:30

Rule 16 of Companies (Central Government's) General Rules and Forms, 1956 readwith Section 592(1)(a) - Certification of document of Foreign Companies. -

The amendment

If the company be incorporated in a country outside the Commonwealth or [in common wealth], then the copy of things defining constitution of the company shall be certified-

(a) by an official of the Government to whose custody the original is committed ; or

(b) a Notary (Public) of such country or [of that common wealth]; or

(c) by an officer of the company [on oath before a person having authority to administer an oath in that part of the Commonwealth].

If the company be incorporated in a country outside the Commonwealth but a party to the Hague Apostille Convention, 1961, then,

(a) the copy of things defining constitution of the company shall be certified by an official of the Government to whose custody the original is committed and apostillised in accordance with the Hague convention;

(b) the list of directors and secretary, if any of the company, name and address of person resident in India authorised to accept notice on company's behalf, be notarised and apostillised in the country of origin in accordance with the Hague convention;

In case of foreign nationals residing outside India in countries which are signatory to Hague Convention and seeking to register a company in India, shall get it certified the name and address & all such things, before the notary of the country of origin and be duly apostillised in accordance with the Hague convention.

[Companies Act]e-Form 8 WITHIN 30 days of Creation / Modification of Charge; on Sufficient cause & Additional fee WITHIN 60 days; Beyond 60 days, apply to Company Law Board (CLB)

2008-07-02T18:44:00.003+05:30

The procedure for seeking condonation of delay in terms of Section 141 of the Companies Act, 1956 as it stood prior to 27-10-2007 would come into force from 6th July 2008.

The government has withdrawn earlier circular allowing companies to file Form 8 within 300 days without filing petition with CLB by a General Circular dt. 1st July 2008.

Now, earlier limit of 30 days (and 60 days with late fee) will apply to all form 8 to be uploaded from 6.7.2008 onwards.

Section 134 / 135 of the Companies Act, 1956, deals with the Creation / Modification of Charge. The provisions for Creation / Modification of Charge is SAME. In both the cases, e-Form 8 to be filed WITHIN 30 days of such Creation / Modification. Such period of 30 days can be EXTENDED to another 30 days, on showing SUFFICIENT CAUSE & paying ADDITIONAL FEES to RoC (Registrar of Companies). Any further delay, i.e, delay beyond a period of 30+30 = 60 days, can be CONDONED by CLB (Company Law Board) only as per Section 141 of the Act. Further, such Condonation of Delay SHALL NOT PREJUDICE any rights acquired in respect of the property concerned, BEFORE the Charge is ACTUALLY REGISTERED. Hence,
1. Creation / Modification of Charge = File e-Form 8 WITHIN 30 days of Creation / Modification with Normal Filing Fees;
2. Creation / Modification of Charge = 31 to 60 days of Creation / Modification, show Sufficient Cause + File e-Form 8 WITHIN 60 days of Creation / Modification WITH Additional Filing Fees;
3. Creation / Modification of Charge [>] 60 days of Creation / Modification, apply to Company Law Board (CLB) to CONDONE the delay.

This is the situation which WAS prevailing till 27.10.2007 & WILL prevail from 6.7.2008. The situation during the intervening period was, Amendment - Companies Act - Extention of 300 Days for registeration of Creation / Statisfaction of Charge U/s 125/138

Forget all those, as of now, just remember 30 days + 30 days + CLB & have a look @ http://www.mca.gov.in/MinistryWebsite/dca/latestnews/General_Circular_1st_Jul_2008.pdf

Corporate Legal Quiz & Company Secretary (ICSI) exams

2008-05-23T20:25:00.006+05:30

Yes,

Exams r very nearing.

Now, refresh your memory, start popping up with answers. Its all on Corporate Laws.

Professional Colleagues, please "add your question & answers" for CS friends benefit.

See Yes - Corporate Exam Quiz

Get enthused for exams.

Keep quizzin...

Dividend/IEPF timeline, charts & concepts - Article in CS Mysore E-Newsletter

2008-04-18T19:25:00.004+05:30

Yes,

CS Mysore 51st E-Newsletter has honoured me by publishing my article under the head "Spectrum Space" which talks about the Secretarial Practice to Winning Study by giving pictures, charts & ideas to make "Dividend very easy".

See Yes, click to see the 1st page http://thisisvj.googlepages.com/DividendArticle1.gif & click here to see the 2nd page http://thisisvj.googlepages.com/DividendArticle2.gif; Yes click the bottom right corner to the picture, to enlarge it.

But, read the wonderful E-Newsletter by clicking http://www.esnips.com/nsdoc/e401864a-d804-414b-83c2-c526ca172627 and join the group by clicking http://groups.google.co.in/group/csmysore?hl=en to stay inspired.

Waiting for your critical & valuable comments. You can only improve me, please....

Keep Communciatin...Vj