This year was a very special year for my blog. The blog got more recognition and love from law professionals, students and public. The WordPress.com stats helper monkeys prepared a 2014 annual report for this blog.
Here’s an excerpt:
Section 143(5) of the Companies Act 2013, as discussed earlier here originally read as under:
In the case of a Government company, the Comptroller and Auditor-General of India shall appoint the auditor under sub-section (5) or sub-section (7) of section 139 and direct such auditor the manner in which the accounts of the Government company are required to be audited and thereupon the auditor so appointed shall submit a copy of the audit report to the Comptroller and Auditor-General of India which, among other things, include the directions, if any, issued by the Comptroller and Auditor-General of India, the action taken thereon and its impact on the accounts and financial statement of the company.
On 4th September 2014 Ministry of Corporate Affairs came out with the Companies (Removal of Difficulties) Seventh Order, 2014. Which come it force from date of its publication which is 4th September 2014. According to this order, Section 143(5) now read as under:
Section 18 of the Companies Act 2013 discussed earlier here talk about conversion of companies. In Rule 7 of the Companies (Incorporation) Rules 2014 list out formalities for conversion of a private company into a one person company.
A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting. [Rule 7(1)]
We have discussed incorporation of Companies including non – profits under Section 8 of the Companies Act 2013 earlier here. But these companies may require to convert in a for profit company due to various region. There is a provision of conversion of non – profit company to a for profit company under the Rules 21 and 22 of the Companies (incorporation) Rules 2014.
A company registered under section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion. [Rule 21(1)]
We have discussed incorporation of Companies including non – profits under Section 8 of the Companies Act 2013 earlier here. In this post we will discuss licence for non profit companies, including new companies or conversion of an existing company into a non – profit.
LICENSE UNDER SECTION 8 FOR NEW COMPANIES WITH CHARITABLE OBJECTS:
A person or an association of persons (hereinafter referred to in this rule as “the proposed company”), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”, shall make an application in Form INC – 12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8. [Rule 19(1)]
Section 20 of the Companies Act 2013 discussed earlier here make provision for service of documents for the purpose of this Act.
Service of documents on company
A document may be served on a company or its officer by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed.
According to sub – section (8) of Section 13 of the Companies Act 2013 discussed earlier here, a Company, which has raised money from public and has a unutilised amount out of money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
The prescribed details in respect of this special resolution shall be published in newspapers (one in English and another in local language) which are in circulation at place where registered office of the company is situated. These details shall also be placed on the Website of the company, if any. These details shall indicate the justification for such change in objects of the company.
Sub – Section (4) and (5) of Section deals with shifting of registered office from one state to another. We have discussed these provisions earlier here.
Any alteration relating to place i.e. state of registered office shall take effect only after approval by the Central Government. The Central Government shall dispose of the application for approval of shifting of registered office from one state to another within sixty days. This alteration should have consent of the creditors, debentures – holders, and other persons concerned with the company. The company should have made sufficient provision for the discharge of all its debts and obligations or adequate security should have been provided for such discharge. This is duty of Central Government, before giving approval of the application to satisfied itself about such consent and such sufficient provision to discharge debts and obligations.
In this post we will discuss, shifting of Registered office –
Notice and verification of change of situation of the registered office
In case of change in registered a notice of change duly verified shall be given to Registrar within fifteen days of such change. [Section 12(4)]
In an earlier post here, we have discussed that according to Section 12 of the Companies Act 2013, the company shall have on and from the fifteenth day of its incorporation and all time a registered office for all communication purpose. The company shall furnish verification of its registered office within a period of thirty days of its incorporation.
According to Rule 25 of the Companies (incorporation) Rules 2014,
The verification of the registered office shall be filed in Form INC – 22 along with the fee.
We have discussed applicability of the Companies (Cost Record and Audit) Rules 2014. Certain companies shall maintain cost record as discussed earlier here.
According to Rule 4 of the Companies (Cost Record and Audit) Rules 2014, cost audit shall be applicable –
The Companies (Cost Record and Audit) Rules 2014 shall be applicable from the date of its publication in official gazette of India and published in official gazette on 1st July 2014 (Notificiation is dated as 30th June 2014).
Applicability of Cost Record [Rule 3]:
For the purpose of sub-section (1) of section 148 of the Act, the following class of companies, including Foreign Companies defined in sub-section (42) of section 2 of the Act, shall be required to include cost records in their books of account, namely:-
Rules relating to Directors [Rule 17]
The Director shall be a member of Nidhi.
The Director of a Nidhi shall hold office for a term up to ten consecutive years on the Board of Nidhi.
The Director shall be eligible for re-appointment only after the expiration of two years of ceasing to be a Director.
Today, we will discuss loan given by Nidhi Companies.
Loans [Rule 15]
A Nidhi shall provide loans only to its members.
The loans given by a Nidhi to a member shall be subject to the following limits, namely:.
In this post we will discuss deposits accepted Nidhi companies.
Branches [Rule 10]
A Nidhi may open branches, only if it has earned net profits after tax continuously during the preceding three financial years.
A Nidhi may open up to three branches within the district.
Nidhi Companies, as defined in Section 406 of the companies Act 2013 was discussed earlier here.
“Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such class of companies. [Section 406 of the Companies Act 2013]
While discussing Section 211 of the Companies Act 2013 earlier here, the Central Government shall establish Serious Fraud Investigation Office to investigate fraud related to companies.
Rule 3 of the Companies (Inspection, Investigation and Inquiry) Rules 2014 supplement Section 211(2) of the Act.
Sub – section (5) (6) and (7) of Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.
Any person aggrieved by an order made by the adjudicating officer may prefer an appeal to the Regional Director having jurisdiction in the matter. [Section 454(5)]
Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.
The Central Government may by an order published in the Official Gazette appoint Adjudicating Officers for adjudicating penalty under this Act. [Section 454(1)]
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AishMGhrana 