CorProDoc

MCA Update: MCA extended relaxation of minimum residency requirement

noreply@blogger.com (CorProDoc) — Fri, 23 Oct 2020 06:05:00 +0000

Ministry of Corporate Affairs vide General Circular 36/2020 has extended the relaxation of minimum residency requirement for directors for Financial year 2020-2021. Accordingly, minimum residency requirement of at least 182 days by at least one director shall not be treated as non-compliance under Section 149 of the Companies Act, 2013 for the Financial year 2020-2021.

You can find herein the copy of Circular for reference.

Compliance List under Companies Act, 2013

noreply@blogger.com (CorProDoc) — Wed, 26 Feb 2020 15:57:00 +0000

We have tried to compile all the mandatory and limit-based compliance which are required to be followed by different types of entities under under Companies Act, 2013.

The entities for which you will get compliance list are as follows.

1. One Person Company

2. Small Company

3. Start-up Company

4. Private Company

5. Unlisted Public Company

6. Listed Company.

Please note that, the compliance list does not include any event-based compliance and does not include any compliance other than Companies Act, 2013.

We have tried to compile the list in such a way that a layman can also understand the basic provisions of the Companies Act, 2013 especially a limit-based compliance.

To get the Compliance List, you are requested to fill up the below form and you will receive the desired list on your email in just 2 steps.

We hope that this will be useful to you all. In case of any query / suggestion, please write to us at corprodoc@gmail.com

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MCA Updates: Features of SPICE+ Form which is to be effective from 15th February, 2020

noreply@blogger.com (CorProDoc) — Mon, 03 Feb 2020 15:30:00 +0000

MCA has issued a write-up on features of SPICE+ which will ease the process of registration of Company in India which will be effective from 15th February, 2020

The Ministry of Corporate Affairs is expected to launch a web-based system for company registration in India with the launch of the Spice Plus form (Spice+) with effect from 1st January 2020. This move is aimed to further the ease of doing business in India and is set to revolutionize the way the companies are registered in India.

The application for incorporation of a company whether it is a private limited company, Public Limited Company, One Person Company, Nidhi Company, Section 8 Company or Producer Company is filed to MCA at present by way of uploading a pdf form known as Spice Form. The new form which is named as Spice Plus or Spice + shall be a replacement of the old system of uploading the pdf file. The substantive procedure governing the incorporation of a company is prescribed under section 3 to 22 in Chapter II of the Companies Act, 2013.

MCA on its website has issued a write-up on detailed features of SPICE+ form and the way it will work.

SPICe+ would offer 10 services by 3 Central Govt Ministries & Departments. (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Govt.(Maharashtra), thereby saving as many procedures, time and cost for Starting a Business in India and would be applicable for all new company incorporations w.e.f 15th February 2020.

Features:

1. SPICe+ would be an integrated Web Form.

2. SPICe+ would have two parts viz.: Part A-for Name reservation for new companies and

Part B offering a bouquet of services viz.

(i) Incorporation

(ii) DIN allotment

(iii) Mandatory issue of PAN

(iv) Mandatory issue of TAN

(v) Mandatory issue of EPFO registration

(vi) Mandatory issue of ESIC registration

(vii) Mandatory issue of Profession Tax registration(Maharashtra)

(viii) Mandatory Opening of Bank Account for the Company and

(ix) Allotment of GSTIN (if so applied for)

3. Users may either choose to submit Part-A for reserving a name first and thereafter submit Part B for incorporation & other services or file Part A and B together at one go for incorporating a new company and availing the bouquet of services as above.

4. A new and user friendly Dashboard on the Front Office is being created for company

incorporation application (SPICe+ and linked forms as applicable).

5. Incorporation applications (Part B) after name reservation (In Part A) can be submitted as

a seamless process in continuation of Part A of SPICe+. Stakeholders will not be required

to even enter the SRN of the approved name as the approved Name will be prominently

displayed on the Dashboard and a click on the same will take the user for continuation of

the application through a hyperlink that will be available on the SRN/application number

in the new dashboard.

6. Resubmission of applications for company name reservation and/or incorporation shall

also be handled through the application number/Name applied for link on the new

dashboard. A hyperlink will be available for the SRN/application number, so as to enable

easy resubmission, wherever required.

7. From 15th February 2020 onwards, RUN service would be applicable only for ‘change

of name’ of an existing company.

8. The new web form would Facilitate On-screen filing and real time data validation for

seamless incorporation of companies.

9. The approved name and related incorporation details as submitted in Part A, would be

automatically Pre-filled in all linked forms also viz., AGILE-PRO, eMoA, eAoA, URC1, INC-9 (as applicable)

10. For ensuring ease while filing, SPICe+ will be structured into various sections.

11. Information once entered can be saved and modified.

12. All Check form and Pre-scrutiny validations (except DSC validation) will happen on webform itself.

13. Once the SPICe+ is filled completely with all relevant details, the same would then have

to be converted into pdf format, with just a click of the mouse button, for affixing DSCs.

14. All digitally signed applications can then be uploaded along with the linked forms as per

the existing process.

15. Changes/modifications to SPICe+ (even after generating pdf and affixing DSCs), can also

be done by editing the same web form application which has been saved, generating the

updated pdf affixing DSCs and uploading the same.

16. DSC validation and other validations will happen at Upload Level.

17. Registration for EPFO and ESIC shall be mandatory for all new companies incorporated

w.e.f 15 February 2020 and no EPFO & ESIC registration nos. shall be separately issued

by the respective agencies.

18. Registration for Profession Tax shall also be mandatory for all new companies incorporated in the State of Maharashtra w.e.f 15th February 2020.

19. All new companies incorporated through SPICe+ (w.e.f 15th February 2020) would also

be mandatorily required to apply for opening the company’s Bank account through the AGILE-PRO linked web form.

20. Declaration by all Subscribers and first Directors in INC-9 shall be auto-generated in pdf

format and would have to be submitted only in Electronic form in all cases, except where:

(i) Total number of subscribers and/or directors is greater than 20 and/or

(ii) Any such subscribers and/or directors has neither DIN nor PAN.

The write can be accessed at this link

MCA Updates: MCA changes the limit for CS appointment and Secretarial Audit

noreply@blogger.com (CorProDoc) — Mon, 06 Jan 2020 09:53:00 +0000

MCA Updates: MCA has amended rules for by changing the limit of paid up capital for appointment of Company Secretary and changing the criteria for conducting Secretarial Audit

Ministry of Corporate Affairs (MCA) has issued a notification amending Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for following things.

1. Amendment in Rule 8A - the limit for paid-up capital has been increased from Rs 5 Cr to Rs 10 Cr for appointment of whole-time Company Secretary

2. Amendment in Rule 9 - the criteria for Secretarial Audit has been changed by addition of following criteria

"(c) every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more."

The amended rules have further specified the Explanation for the Rule 9 which states as under.

Explanation :- For the purposes of this sub-rule, it is hereby clarified that the paid up share capital, turnover, or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account.".

01st April, 2020 shall be the effective date of this notification.

The copy of notification can be accessed below:

MCA Update: MCA notified 30th June as due date for yearly filing of DIN KYC

noreply@blogger.com (CorProDoc) — Thu, 02 May 2019 10:35:00 +0000

Ministry of Corporate Affairs (MCA) has issued a notification which amends the due date of yearly filing of DIN KYC. As per new notification, every individual, who has already been allotted DIN as on 31st March of a financial year, shall submit Form DIR-3 KYC on or before 30th June of immediately next financial year.

MCA issued a notification dated 30th April, 2019 amending Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014. This amendment has changed the due date for filing yearly DIN KYC from 30th April to 30th June.

Earlier, on 13th April, 2019, by way of message on its website, MCA clarified that DIN holders are required to file Form DIR-3 KYC every year and the due date of filing this form would be 30 days from the deployment of new Form DIR-3 KYC. However, MCA has still not deployed the new Form. It is expected to be deployed latest by 31st May, 2019.

Click here to know more about DIN KYC

Copy of notification can be accessed below and at this link

MCA Update: ACTIVE Form can be filed till 15th June without fees

noreply@blogger.com (CorProDoc) — Thu, 25 Apr 2019 15:12:00 +0000

Ministry of Corporate Affairs (MCA) has extended the last date for filing Form INC-22A (ACTIVE Form) till 15th June, 2019 without paying additional fees.

Ministry of Corporate Affairs (MCA) has issued notification dated 25th April, 2019 altering the due date of filing Form INC-22A (ACTIVE Form) from 25th April, 2019 to 15th June, 2019. After 15th June, 2019, the Company will have to pay Rs 10,000 as fees to file this form.

This is big relief to the Companies as stakeholders are still facing many technical issues while filing Form INC-22A. We are hoping that MCA will come up with solutions to all such problems which stakeholders are facing before 15th June, 2019.

Read more here about ACTIVE Form filing.

The notification copies can be found below.

MCA Updates: MCA clarifies that DIN holders are required to file Form DIR-3 KYC every year

noreply@blogger.com (CorProDoc) — Sat, 13 Apr 2019 09:53:00 +0000

Ministry of Corporate Affairs has clarified on 13th April, 2019 that DIN holders are required to file Form DIR-3 KYC every year pursuant to Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014.

Ministry of Corporate Affairs clarified that as per Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014, "Every individual who has been allotted a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall, submit e-form DIR-3-KYC to the Central Government on or before 30th April of immediate next financial year.

Provided that every individual who has already been allotted a Director Identification Number (DIN) as at 31st March, 2018, shall submit e-form DIR-3 KYC on or before 5th October,2018.”

However, DIR-3 KYC eForm presently available on portal does not cater for the following:

i. filing on annual basis

ii. filing in respect of DINs allotted as post 31st March, 2018. It presently caters only to those individuals who were allotted DINs as on 31st March, 2018 and whose DINs have been marked as 'Deactivated due to non-filing of DIR-3 KYC'

However, MCA clarified that stakeholders may please note that DIN holders are required to file the DIR-3 KYC form every year, so that they are aware of and confirm the data & information as available in the MCA21 system.

MCA further clarified that the revised form, which will be shortly deployed, can be filed without any fee within a period of 30 days from the date of deployment. Accordingly, DIN holders who had filed DIR-3 KYC form earlier and complied with the said provisions may kindly await the deployment of the modified form for fulfilling their compliance requirements.

Copy of their clarification can be found below and on this link.

MCA Updates: GST registration can be obtained at the time of incorporation of Company

noreply@blogger.com (CorProDoc) — Sat, 30 Mar 2019 14:03:00 +0000

Ministry of Corporate Affairs (MCA) has come up with a new linked form by which an applicant can apply for GST Registration, ESIC Registration and EPFO Registration at the time of making application of incorporation of Company using SPICE Form.

MCA had issued an amended rules dated 29th March, 2019 viz. Companies (Incorporation) Third Amendment Rules, 2019 whereby infusing a new Form named e-Form AGILE (Application for registration of the Goods and Services Tax Identification Number (GSTIN), Employees’ State Insurance Corporation (ESIC) registration pLus Employees’ Provident Fund Organisation(EPFO) registration).

Using this form, an applicant can also make an application for GST Registration, ESIC Registration and EPFO Registration at the time of making application of incorporation of Company using SPICE Form. This form will be a linked form with Form SPICE and shall be uploaded together.

Following are the effective dates for above mentioned registration which can be applied through e-From AGILE.
1. GSTIN - 31st March, 2019
2. EPFO - 08th April, 2019
3. ESIC - 15th April, 2019

Few important points to be noted
1. It is mandatory to file e-Form AGILE as a linked form with eForm SPICE.

2. However, you can skip applying for any of these services/registrations by selecting "No" in eForm AGILE in front of question "Do you want to apply for additional services like GSTIN / EPFO / ESIC?". Hence, it is not actually necessary to apply for such registrations while making application for incorporation of Company using eForm SPICE, if you do not require it at the time of incorporation.

This is welcoming step from MCA as this will reduce the time for taking various registrations of Government and will make the process smooth. Additionally, business can be started as soon as the Company is incorporated, subject to obtaining Commencement Certificate from MCA.

The copy of rules can be accessed below.

MCA Upates: MCA requires Company to file eForm ACTIVE on or before 25th April, 2019

noreply@blogger.com (CorProDoc) — Fri, 22 Feb 2019 06:10:00 +0000

Ministry of Corporate Affairs (MCA) requires every Company which were incorporated on or before 31st December, 2017 to file eForm ACTIVE (Active Company Tagging Identities and Verification) on or before 25th April, 2019

A. Brief

MCA issued a Notification dated 21st February, 2019 for Companies (Incorporation) Amendment Rules, 2019 for inserting a new Rule 25A for filing of eForm ACTIVE. As per this new rule, every Company incorporated on or before 31st December, 2017 shall file the particulars of the Company and its Registered office, in eForm ACTIVE (Active Company Tagging Identities and Verification) on or before 25th April, 2019.

This notification shall be effective with effect from 25th February, 2019.

B. What details to be given while filing Form?

1. Email Id of the Company which will be verified by OTP.

2. Name and DIN of all Directors of the Company

3. Details of Statutory Auditor (Name, PAN, Membership No. / FRN and Period for which they are appointed)

4. Details of Cost Auditor, if applicable (Name, PAN, Membership No. / FRN and Period for which they are appointed)

5. Details of Form AOC-4 and MGT-7 filed for FY 2017-18 (SRN of both the Forms)

6. Photograph of Registered office showing External building

7. Photograph of internal office showing therein alteast One Director who will be affixing his/her DSC to this Form

C. Pre-requisites before filing this Form

1. Annual Returns (Form AOC-4 and MGT-7) should be filed (exception: Companies which are under Management Disputes as recorded with ROC)

2. DIN of all the Directors should be with Approved status and are neither "De-activated due to non-filing of DIR-3 KYC" nor "Disqualified u/s 164(2)"

D. Which companies do not require to file this Form?

1. All companies which are incorporated on or after 01st January, 2018

2. Companies which are striking off or under liquidation or amalgamated or dissolved, as recorded with ROC.

E. Fees for filing eForm ACTIVE

No Fees has been mentioned in the Notification.

F. Consequences of non-filing on or before 25th April, 2019

1. Company shall be marked as "ACTIVE non-compliant" on or after 26th April, 2019.

2. Company will be liable for action under Section 12(9) of Companies Act, 2013.

Section 12(9) of Companies Act, 2013 says that If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

G. Restriction on filing other forms

Those companies, whose status changes to "ACTIVE Non-compliant", won't be able to file following forms, unless they file eForm ACTIVE.
1. Form SH-7 (Change in Authorised Capital)

2. Form PAS-3 (Change in Paid-up Capital)

3. Form DIR-12 (Changes in Director except cessation)

4. Form INC-22 (Change in Registered Office)

5. Form INC-28 (for Amalgamation, de-merger)

H. Filing of eForm ACTIVE after 25th April, 2019

1. If Form is filed after 25th April, 2019, Form Fees of Rs 10,000 is to be paid

2. Status will be changed to "ACTIVE compliant"

The notification has also introduced new Form named eForm ACTIVE (INC-22A) which can be viewed in the notification.

Copy of Notification can be found below.

MCA Update: Compulsory Demat rules not applicable to Nidhi Co, Govt Co and WOS

noreply@blogger.com (CorProDoc) — Wed, 23 Jan 2019 14:57:00 +0000

Ministry of Corporate Affairs (MCA) has exempted such unlisted public companies, which are Nidhi Companies, Government Companies and Wholly Owned Subsidiary Companies, from complying with compulsory dematerialisation rules

Ministry of Corporate Affairs (MCA) issued a notification dated 22nd January, 2019 to alter Companies (Prospectus and Allotment of Securities) Rules, 2014 by adding a sub-rule to Rule 9 which states that all unlisted public companies are required to demat all its shares before 01st April, 2019.

This new sub-rule is giving an exemption to all unlisted public companies which are Nidhi Companies, Government Companies and Wholly Owned Subsidiary Companies from compliance of Rule 9 of such rules. This means that physical shares of such companies can still be transferred without dematerialisation even after the deadline of 01st April, 2019. Such companies are not required to do compliance of Rule 9.

Copy of Notification can be accessed below:

MCA Update: Due date (without Additional Fees) for ROC Annual Filing extended to 31st December, 2018

noreply@blogger.com (CorProDoc) — Tue, 30 Oct 2018 11:43:00 +0000

Due date for filing Annual Filing forms (Form AOC-4, AOC-4 XBRL and Form MGT-7) without Additional fees has been to 31st December, 2018.

Ministry of Corporate Affairs (MCA), by issuing a Circular on 30th October, 2018, has extended the date for filing Annual Filing forms (Form AOC-4, AOC-4 XBRL, AOC (CFS) and Form MGT-7) without Additional fees to 31st December, 2018

However, it is to be noted that effect of this circular will be from midnight of 31st October, 2018.

The copy of Circular can be accessed below:

MCA Updates: MCA replaced the section and rules for Private Placement

noreply@blogger.com (CorProDoc) — Wed, 08 Aug 2018 07:43:00 +0000

MCA, by issuing notification dated 07th August, 2018, has replaced provisions for Private Placement i.e. Section 42 of Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014

Ministry of Corporate Affairs (MCA) has notified Section 10 of Companies Amendment Act, 2017 on 07th August, 2018 whereby replacing Section 42 of Companies Act, 2013 which is with respect to Private Placement. MCA has also issued a new Notification whereby amending Companies (Prospectus and Allotment of Securities) Rules, 2014. MCA has replaced Rule 14 of such rules by new Rule 14.

Major changes in provisions and rules are as follows:

1. Identified Persons:The persons to whom the private placement is to be made shall be identified by Board. New section has specified such persons as "Identified persons"

2. Utilization of Money: As per new provision, money raised through Private placement can not be utilized unless allotment is made and return of allotment is filed with ROC.

3. Return of Allotment: Return of Allotment (Form PAS-3) shall be filed within 15 days from the date of allotment (earlier, it was 30 days).

4. Non-convertible debentures: Private placement for non-convertible debentures can be made by board resolution, if such offer amount is not exceeding the limit specified in Section 180(1)(c) of Companies Act, 2013. If the limit is exceeding, then it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitations for such debentures during the year.

5. Issue of Private placement offer letter: The Private Placement offer-cum-application letter shall be filed only after the relevant special resolution or board resolution shall be filed with ROC in Form MGT-14.

6. Replacement of document: Form PAS-4 is replaced in the new rules.

Copy of notification of notifying Section 10 of Companies Amendment Act, 2017 can be found here.

Copy of notification amending rules dated 07th August, 2018 can be found here.

Notified copy of Companies Amendment Act, 2017 can be accessed below for ready reference.

GST Updates: Reverse Charge Mechanism is deferred till 30th September, 2019

noreply@blogger.com (CorProDoc) — Mon, 06 Aug 2018 16:37:00 +0000

The Central Board of Indirect Taxes and Customs issued a notification on 06th August, 2018, postponing the roll-out of the reverse charge mechanism till 30th September, 2019

The government has further deferred the reverse charge mechanism under goods and services tax to September 30, 2019 from September 30, 2018. Under this mechanism, GST is levied on goods or services procured from unregistered dealers by the buyer and deposited with the government.

This is an anti-tax-evasion measure to ensure that transactions by unregistered people don’t escape tax. In a normal transaction, the supplier of goods or service charges the tax and pays to the government, but in this case, the responsibility reverses and falls on the buyer.

The mechanism was to kick in from September 30, 2018 after it had been deferred earlier. The industry had voiced concern that this would increase their compliance burden.

Copy of notification can be accessed below:

GST Updates: Govt. opened migration window for GST registration till 31st August, 2018

noreply@blogger.com (CorProDoc) — Mon, 06 Aug 2018 15:32:00 +0000

Ministry of Finance notified a process to do migration for tax payers, who received Provisional Identification Number (PID) but could not complete the migration process, till 31st August, 2018

Govt., on 06th August, 2018, issued a notification to open the migration window to apply for GSTIN for those taxpayers who did not file the complete FORM GST REG-26 of the Central Goods and Services Tax Rules, 2017 but received only a Provisional Identification Number (PID) (hereinafter referred to as “such taxpayers”) till the 31st December, 2017. This has came up based on the recommendations made by GST Council on 21st July, 2018

The notification has also specified the process to apply for GSTN for such persons which is as follows.

1. Certain details should be furnished by such tax payers to jurisdictional nodal officer of the Central Government or State Government on or before the 31st August, 2018.

2. On receipt of an e-mail from the GSTN, such taxpayers should apply for registration by logging onto https://www.gst.gov.in/) in the “Services” tab and filling up the application in FORM GST REG-01 of the Central Goods and Services Tax Rules, 2017.

3. After due approval of the application by the proper officer, such taxpayers will receive an email from GSTN mentioning the Application Reference Number (ARN), a new GSTIN and a new access token.

4. Upon receipt, such taxpayers are required to furnish certain details (like New GSTN, Access Token, ARN, PID) to GSTN by e-mail, on or before the 30th September, 2018, to migration@gstn.org.in.

5. Upon receipt, GSTN shall complete the process of mapping the new GSTIN to the old GSTIN and inform such taxpayers.

6. Such taxpayers are required to log onto the common portal www.gstn.gov.in using the old GSTIN as “First Time Login” for generation of the Registration Certificate.

It is important to note that such taxpayers shall be deemed to have been registered with effect from the 1st July, 2017.

The copy of notification can be accessed below:

Form size is increasing significantly after attaching DSC? Find Solution here

noreply@blogger.com (CorProDoc) — Sat, 04 Aug 2018 06:56:00 +0000

Solution to limit the size of the eForm while attaching Digital Signature to eForm

Many a times, it happens with the users that when they attach Digital Signature to eForm, the size of the eForm significantly gets increased because of which user is not able to upload the eForm on MCA website as the limit is 6 MB on the website.

The solution to limit the size of the eForm is to make certain changes in settings of your Adobe PDF software.

You can find below step by step process to do this settings.

1. First open any PDF file in Adobe Reader

2. Go to Edit in Menu bar, and then click on Preferences in it.

3. The "Preferences" window will be opened.

4. In list of Categories (left side of window), select "Signatures".

5. Click on More in "Creation and Appearance" sub-category.

6. A new window named "Creation and Appearance Preferences" will be opened.

7. Uncheck "Include signature's revocation status"in that and click on OK

Once above steps are completed, close the adobe, open the form and try attaching Digital Signature in eForm and check the size of the eForm. Let us know your feedback in comment section below.

MCA Updates: Intimation for change of registered office (Form INC-22) can now be filed within 30 days

noreply@blogger.com (CorProDoc) — Tue, 31 Jul 2018 09:39:00 +0000

Ministry of Corporate Affairs (MCA) has issued a notification dated 27th July, 2018 to notify Section 5 and Section 6 of Companies (Amendment) Act, 2017.

As per this notification, MCA has appointed 27th July, 2018 as the date on which Section 5 and Section 6 of Companies (Amendment) Act, 2017 shall come into force.

1. Section 6 - Now,

This section of Amendment Act 2017 has made changes in Section 12(1) and Section 12(4) of Companies Act, 2013 by which,

a. Section 12(1): a newly incorporated company now has 30 days (instead of 15 days) to decide the registered office after incorporation.

b. Section 12(4): existing company can now file Form INC-22 with respect to change in registered office within 30 days from the date of change (instead of 15 days).

2. Section 5

This section of Amendment Act 2017 makes changes in Section 7(1)(c) of Companies Act, 2013 wherein the words "an affidavit" are replaced by "a declaration". Accordingly, Form INC-9 which was required to be submitted with Company Incorporation application in the form of Affidavit, can now be given as "Declaration". This step is taken to ease the process of company incorporation.

MCA also amended corresponding rule in this regard.

Copy of notification dated 27th July, 2018, can be accessed below.

Notified copy of Companies Amendment Act, 2017 can be accessed below for ready reference.

MCA Updates: MCA notifies amendment in Incorporation Rules

noreply@blogger.com (CorProDoc) — Mon, 30 Jul 2018 15:30:00 +0000

Ministry of Corporate Affairs (MCA) has notified amendments in rules with respect to OPC and Company Incorporation.

MCA, on 27th July, 2018, by issuing a notification, has amended Companies (Incorporation) Rules, 2014 by changing following rules.

1. Rule 3 - One Person Company

In the sub-rule (1) of Rule 3 of Incorporation Rules, MCA has amended the existing explanations wherein the definition of "resident in india" is changed. As per previous definition, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year.

However, as per amended definition, the word "calendar year" is replaced with "financial year". Further, the notification has also clarified about how to determine "resident in india" for FY 2018-19. The notification said that "while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted”;

2. Rule 15 - Declaration from Subscribers and First Directors

Rule 15 of the Incorporation Rules has been replaced by new rule by which, the affidavit, which is required to be attached with Incorporation application, is no longer required. Only Declaration can be filed.

Copy of notification can be accessed below:

Appointment of First Auditor in General Meeting by Members - OR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 14:57:00 +0000

Ordinary Resolution passed at a General Meeting appointing the First Auditor(S) where board fails to appoint within thirty days of Incorporation date

“RESOLVED THAT pursuant to provisos to Sub-section (6) of Section 139 of the Companies Act, 2013, Shri _________, Chartered Accountant, _________, be and is hereby appointed as the auditor of the company to hold office until the conclusion of the first Annual General Meeting on a remuneration of `________ plus reimbursement of out-of-pocket expenses that may be incurred by the auditor in the performance of his duties as auditor of the company."

Explanatory Statement;

The company was registered on ________. The Board of directors of the company failed to exercise its power under Sub-section (6) of Section 139 of the Companies Act, 2013 within thirty days of the date of registration of the company and did not appoint the first auditor of the company.

Therefore, in exercise of its power under the proviso to Sub-section (6) of Section 139 of the Act, the company may appoint the first auditor of the company by passing the proposed ordinary resolution as set out in the notice of the meeting.

None of the directors of the company is concerned or interested in the proposed resolution.

Appointment of Auditor to fill casual vacancy caused by resignation - OR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 14:52:00 +0000

Ordinary Resolution for appointment of an Auditor of the Company to fill casual vacancy caused by resignation

“RESOLVED THAT, pursuant to proviso to Sub-section (8) of Section 139 of the Companies Act, 2013, M/s________________ Chartered Accountants ____________, New Delhi, be and are hereby appointed as the auditors of the company to fill the vacancy caused by the resignation of M/s___________ Chartered Accountants, ____________ New Delhi, present auditors of the company, to hold the office from the date of this meeting until the conclusion of the next annual general meeting of the company on a remuneration of _________ plus reimbursement of out-of-pocket expenses that may be incurred by the auditors in the performance of their duties as auditors of the company.”

Explanatory Statement

M/s. ______________, the existing auditors have submitted their letter of resignation, citing personal reasons.

Proviso to Section 139 (8) of the Companies Act, 2013, lays down that where vacancy in the office of an auditor is caused by the resignation of the existing auditor, the vacancy shall be filled by the Board of Directors and the appointment made by the Board shall be approved in a general meeting within 3 months of the recommendation of the Board.

The letter of resignation of M/s._____________ may be inspected at the registered office of the company at_____________ during the business hours on any working day.

None of the directors is interested or concerned in the proposed resolution.

Authorising Board of Directors to appoint Branch Auditor - OR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 14:25:00 +0000

Ordinary Resolution to be passed at an Annual General Meeting to authorise Board Of Directors to appoint Branch Auditor

“RESOLVED THAT pursuant to section 143(8) of the Companies Act, 2013, the accounts for the year ending 31^st March, _____ of the Company’s branch office/s at _______ be audited by such person/s, other than the Company’s Auditor, as is/are qualified for appointment as Auditor of the Company under section 139 of the Companies Act, 2013, and the Board of Directors be and is hereby authorised to appoint such Branch Auditor/s in consultation with the Company’s Auditor and on such terms and conditions and on such remuneration as may be fixed by the Board.

Approval for preparing Annual Report in Form AOC-3 - BR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 14:06:00 +0000

Board Resolution for approval for preparing Annual Report in Form AOC-3 for sending to the members

“RESOLVED THAT pursuant to the provisions of First proviso of sub – section (1) of Section 136 of the Companies Act, 2013 and Rule 10 of the Companies (Accounts) Rules 2014, the Annual Reports comprising of the Balance Sheet, Profit and Loss Account etc. of the company for the financial year ended 31st March _____ be also prepared, finalised and audited in the prescribed Form No AOC – 3 for sending to the members of the company.

RESOLVED FURTHER THAT the draft audited statement containing salient features of financial statements for the year ended 31st March 20__, prepared in the prescribed Form No. AOC – 3 in accordance with First proviso of sub – section (1) of Section 136 of the Companies Act, 2013 and Rule 10 of the Companies (Accounts) Rules, 2014 as submitted to the meeting, be and are hereby approved and the same be authenticated by the directors of the company as required under Section 136 of the Act and be sent to the statutory auditors of the company for their report thereon and thereafter be sent to the members of the company for adoption at the ensuing annual general meeting of the company.”

Keeping Books of accounts at a place other than Registered office - BR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 13:46:00 +0000

Board Resolution for keeping and maintaining books of Accounts at a place other than the Registered Office

“RESOLVED THAT pursuant to the proviso to Section 128(1) of the Companies Act, 2013, the books of accounts of the company be kept and maintained at the company’s head office at __________ with effect from ____________ and that Mr. ____________, secretary of the company, be and is hereby authorised to file electronically E-Form No AOC-5 with the Registrar of Companies __________ at ______________ by affixing his digital signature thereon and with the requisite filing fees within the prescribed time of seven days hereof and to take all necessary actions in this respect.”

Declaration of dividend out of current profits - BR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 10:41:00 +0000

Board Resolution for recommending payment of dividend on equity shares out of current profits

“RESOLVED THAT in accordance with the provisions of Section 123 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Declaration and Payment of Dividend) Rules, 2014, the Board of directors of the company do hereby recommend a dividend at the rate of Rs _________ per equity share out of the current profits of the company for the year ended on ____________ 20__ on the ________ fully paid equity shares of the company absorbing Rs. _________ out of the profits of the year and that, subject to the declaration by the members of the company at the ensuing annual general meeting, such dividend be paid to the registered holders of the equity shares whose names would appear on the register of members on _______ 20__.”

Declaration of Dividend out of Reserves - BR

noreply@blogger.com (CorProDoc) — Sat, 28 Jul 2018 10:25:00 +0000

Board Resolution for recommending declaration of dividend out of reserves

"RESOLVED THAT the Board of directors of the company do hereby recommend to the members of the company, the declaration and payment of a dividend at the rate of ten per cent on all the fully paid equity shares of the company out of the free reserves of the company that stood in the books of the company on _______ 20__ absorbing a total of ` ______, with due compliance of the Companies (Declaration and Payment of Dividend) Rules, 2014, and that, subject to the declaration by the members at the forthcoming annual general meeting, to the holders of the equity shares whose names will appear on the register of members on ________ 20__."

Income Tax Updates: Due date for filing Income tax return is extended to 31st August, 2018

noreply@blogger.com (CorProDoc) — Fri, 27 Jul 2018 09:29:00 +0000

The Ministry of Finance, by issuing an order dated 26th July, 2018, has extended due date for filing income tax return from 31st July, 2018 to 31st August, 2018.

Until last assessment year (AY) there was no penalty for filing belated income tax returns. However, this penalty is applicable from AY 2018-19. A new section 234F was inserted by the government in the Income Tax Act. As per this section, an individual would have to pay a fee of up to Rs 10,000 for filing income tax return after the due dates specified in section 139(1) of the Act.

Tax experts say that as per the amendments made in the Finance Act 2017, taxpayers are liable to pay a fee of Rs 5,000, if their tax return for the financial year 2017-18 is filed after the return filing deadline but before December 31, 2018. The fee payable will increase to Rs 10,000, if the tax return is filed on or after January 1, 2019. However, if the total income of the taxpayer is less than Rs 5,00,000, the fee amount shall not exceed Rs 1,000.

It is to be noted that, although the due date is extended, those who have taxes to pay should pay before July 31 to save additional one month interest under section 234B.

The copy of order can be accessed below.