Tag Archives: India

CARO 2015

Posted on September 29, 2015 | 3 comments

Even though, Companies (Auditor’s Report) Order, 2015 is placed along with Removal of difficulty orders, both are complete of different genre.

Companies (Auditor’s Report) Order, 2015 is issued in exercise of powers conferred by Section 143(11). The Central Government may, in consultation with the National Financial Reporting Authority, by general or special order, direct, in respect of such class or description of companies, as may be specified in the order, that the auditor’s report shall also include a statement on such matters as may be specified therein. National Financial Reporting Authority under Section 132 is not yet constituted and this order is issued after consultation with the Institute of chartered Accountants of India. [I am not commenting on Legal status of the Order. However, it may be enough if a Removal of Difficulty order issued simultaneously.]

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Posted in Chapter X - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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2nd Amendment 2015: Deposits Rules

Posted on September 25, 2015 | 5 comments

Ministry of Corporate Affairs placed on its web site a DRAFT notification on 15th September 2015 which proposed the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

These rules shall come into force form the date of their publication in the Official Gazette.

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Posted in Chapter V - CA2013, Companies Act 2013

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Filing of documents and forms in XBRL

Posted on September 22, 2015 | 4 comments

Ministry of Corporate Affairs placed on its web site a DRAFT notification on 9th September 2015 which proposed the Companies (Filing of documents and forms in Extensive Business Reporting Language) Rules, 2015.

These rules shall come into force from the date of their publication in the Official Gazette.

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Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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Exemptions to Government Companies producing defence equipments

Posted on September 18, 2015 | 1 comment

Ministry of Corporate Affairs placed on its web site a DRAFT notification on 4th September 2015 which proposed certain exemption to government companies producing defence equipments including space research from certain Para of Schedule III of the Companies Act, 2013.

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Posted in Chapter IX - CA2013, Chapter XXIII - CA2013, Companies Act 2013

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YEARS’ ‘second’ AMENDMENT IN ACCOUNTS RULES

Posted on September 15, 2015 | 1 comment

Ministry of Corporate Affairs placed on its web site a DRAFT notification on 4th September 2015 which proposed to amend the Companies (Accounts) Rules, 2015 with effect from date of publication of this notification in the official Gazette.

We will discuss here, provisions proposed to be amended by this notification:

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Posted in Chapter IX - CA2013, Companies Act 2013

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EXTRACT OF ANNUAL RETURN

Posted on September 11, 2015 | 1 comment

Section 92 of the Companies Act, 2013 as extensively discussed earlier here, requires every company to prepare an annual return in a prescribed form. According to Section 92(3), an extract of the annual return in such form as may be prescribed shall form part of the Board’s report.

According to Rule 12(1), the extract of the annual return to be attached with the Board’s Report shall be in Form MGT – 9. In this post, we will study this Form MGT – 9.

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Posted in Chapter VII – CA2013, Companies Act 2013

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CERTIFICATION OF ANNUAL RETURN

Posted on September 8, 2015 | 3 comments

According to Section 92(2) discussed earlier here, the annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

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Posted in Chapter VII – CA2013, Companies Act 2013, Company Secretary

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ANNUAL RETURN – 4 COMPLIANCES

Posted on September 4, 2015 | 1 comment

The Form discussed was notified in original Rules but never implemented, a new form is notified in August 2015, which is yet to be implemented  at the time of this writing.

 

PENALTIES, PUNISHMENT, COMPOUNDING OF OFFENCES:

Penalties, punishment and compounding of offences may be on three categories of persons:

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Posted in Chapter VII – CA2013, Companies Act 2013

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ANNUAL RETURN – 3 MANAGERIAL DETAILS

Posted on September 1, 2015 | 1 comment

UPDATE 03 Sept 2015: The Form discussed was notified in original Rules but never implemented, a new form is notified in August 2015, which is yet to be implemented  at the time of this update.

 

PROMOTERS, DIRECTORS, AND KEY MANAGERIAL PERSONNEL:

This part of Annual Return uses codes:

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Posted in Chapter VII – CA2013, Companies Act 2013

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ANNUAL RETURN – 2 SECURITIES HOLDERS

Posted on August 28, 2015 | 4 comments

UPDATE 03 Sept 2015: The Form discussed was notified in original Rules but never implemented, a new form is notified in August 2015, which is yet to be implemented  at the time of this update.

SHAREHOLDINGS PATTERN:

There is a requirement of detailed information in several heads regarding shareholdings pattern.

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Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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ANNUAL RETURN – 1 CORPORATE INFORMATION

Posted on August 25, 2015 | 2 comments

Section 92 of the Companies Act, 2013 as extensively discussed earlier here, requires every company to prepare an annual return in a prescribed form.

Sub – Rule (1) of Rule 11 of the Companies (Management and Administration) Rules 2014 seems very simple. Every company shall prepare its annual return in Form No MGT – 7.

UPDATE 03 Sept 2015: The Form discussed was notified in original Rules but never implemented, a new form is notified in August 2015, which is yet to be implemented  at the time of this update.

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Posted in Chapter VII – CA2013, Companies Act 2013

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Resident and Residential Address

Posted on August 21, 2015 | 2 comments

Form – DIR – 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, asked strange information therein – 5 – Whether (applicant is) resident in India – yes or no (radio button). Any person filing and certifying the form should be confirm what is asked and what is purpose? Whether permanent residential address or present resident address has any relation with resident status? What is definition of these terms; Resident Status, Permanent Residential Address and Present Residential Address?

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Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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NIDHI COMPANIES UNDER COMPANIES LAW

Posted on August 18, 2015 | 22 comments

Nidhi is a special class of companies under the Companies Act 2013. Sub – Section (1) of Section 406 define Nidhi. “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.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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QUORUM IN ADJOURNED MEETING

Posted on August 14, 2015 | 1 comment

According to Section 103(1), unless the articles of the company provide for a larger number,—

  1. in case of a public company,—
    1. five members personally present if the number of members as on the date of meeting is not more than one thousand;
    2. fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand;
    3. thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
  2. in the case of a private company, two members personally present,

shall be the quorum for a meeting of the company.

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Preservation, Records, Report and Disclosures

Posted on August 11, 2015 | 1 comment

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Preservation, Records, Report and Disclosures under SS – 1 and SS – 2.

Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. [Paragraph 8.1 of SS – 1 and Paragraph 18.1 of SS – 2]

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Contents of Minutes

Posted on August 7, 2015 | Leave a comment

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Contents of Minutes under SS – 1 and SS – 2.

General Contents:

Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. [Paragraph 7.2.1.1 of SS – 1]

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Maintenance of Minutes

Posted on August 4, 2015 | Leave a comment

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Maintenance of Minutes under SS – 1 and SS – 2.

Every company shall keep Minutes of all General Meetings, Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. [Paragraph 7 of SS – 1 and Paragraph 17 of SS – 2]

Maintenance of Minutes:

Minutes shall be recorded in books maintained for that purpose. [Paragraph 7.1.1 of SS – 1 and Paragraph 17.1.1 of SS – 2]

A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. A distinct Minutes Book shall be maintained meeting of the Members of the company, creditors and others as may be required under the Act. [Paragraph 7.1.2 of SS – 1 and Paragraph 17.1.2 of SS – 2]

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Postal Ballot

Posted on July 31, 2015 | Leave a comment

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Postal Ballot under SS – 2.

Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting. [Paragraph 16.1]

A company with 200 or more member shall transact prescribed items of business only by means of postal ballot.

The list of items of businesses requiring to be transacted only by means of a postal ballot is given at Annexure to SS -2. [Background Paragraph 1 after Paragraph 16.1]

The Board may however opt to transact any other item of special business, not being any business in respect of which Directors or auditors have a right to be heard at the Meeting, by means of postal ballot. [Background Paragraph 1 after Paragraph 16.1]

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Adjournment of meetings

Posted on July 28, 2015 | 2 comments

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Adjournment of meetings under SS – 2.

Adjournment of Meetings:

A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. [Paragraph 15.1]

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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Decoding Secretarial Standards – Resolution and other matters

Posted on July 24, 2015 | Leave a comment

In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Resolution and other matters under SS – 2.

Prohibition on Withdrawal of Resolutions:

Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. However, any resolution proposed for consideration through e-voting shall not be withdrawn. [Paragraph 10]

Two type of resolutions cannot be withdraw:

  • Resolutions for item of business likely to affect the market price of securities of the company, and
  • Resolutions proposed for consideration through e – voting (read remote e-voting).

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Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards

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