MCA recently introduced the Companies (Filing of Documents and forms in XBRL) Rules 2015 dated 9th September 2015 for which I have yet to locate published copy in the Official Gazette. These rules shall come into force from the date of publication in Official Gazette. These rules have already discussed earlier here.
Note: AOC – 4 XBRL Version 1st October 2015 is being used for writing this post.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged AOC – 4 XBRL, Extensive Business Reporting Language, India, MCA, Ministry of corporate affairs, Registrar of Companies, the Companies (Filing of Documents and forms in XBRL) Rules 2015, The Companies Act 2013, XBRL
No doubt the Companies Act, 2013 is not a law but collection of legal puzzle. Compliance of its provisions became hell. This is not just because of poor drafting of law but poor reading of law. We student of the Companies Act, 2013 need to unlearn the Companies Act, 1956 first and finally. We need to know, learn, understand and educate ourselves that the Companies Act, 1956 is now only for reference purpose only.
In last post, we discussed puzzle of ADT – 1 here but every coin have second side also. In that post we start reading form the charging sub – section and in this post we will start reading form the compliance required by the Ministry i.e. ADT – 1 itself.
No doubt the Companies Act, 2013 is not a law but collection of legal puzzle. Compliance of its provisions became hell. This is not just because of poor drafting of law but poor reading of law. We student of the Companies Act, 2013 need to unlearn the Companies Act, 1956 first and finally. We need to know, learn, understand and educate ourselves that the Companies Act, 1956 is now only for reference purpose only.
In this post we will try to solve puzzle of ADT – 1, Rule 4 and Section 139.
Recent amendment to the Companies (Accounts) Second Amendment Rules 2015 dated 4th September 2015 for which I have yet to locate published copy in the Official Gazette. This Amendment shall come into force from the date of publication in Official Gazette. By virtue of its Rule 12(1) is being substituted. According to substituted Rule, “Every company shall file the financial statements with Registrar together with Form AOC – 4 and the consolidated financial statement, if any with Form AOC – 4 CFS.” Original rule was discussed earlier here.
Earlier Form AOC – 4 is also proposed to be replaced with Form AOC – 4 and Form AOC – 4 CFS. In this post we will discuss Form AOC – 4.
Note: AOC – 4 Version 30th September 2015 is being used for writing this post. The post is long one but to avoid confusion, i opted not to split this post. Readers may read it segment wise.
The High level Committee constituted by Ministry of Corporate Affairs to suggest measures for improved monitoring of implementation of Corporate Social Responsibility Policies by the companies under Section 135 of the Companies Act, 2013 has submitted its Report to the Government. A copy of report is available here.
We will summarily discuss recommendations of the committee in this post.
Recent amendment to the Companies (Management and Administration) Second Amendment Rules 2015 dated 28th August 2015 published in Official Gazette on 31st August 2015 which came into force with effect from 31st August 2015 by virtue of its Rule 1(2) replaced the Form MGT – 7 meant for Annual Return of companies. The Form MGT – 7 was released on 25th September 2015 another amendment rules to justify content of this form.
Note: MGT – 7 Version 30th September 2015 is being used for writing this post. The post is long one but to avoid confusion, i opted not to split this post. Readers may read in parts.
Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies (Management and Administration) Amendment Rules 2015, The Companies (Management and Administration) Rules 2014, The Companies Act 2013
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.]
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.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Extensive Business Reporting Language, India, MCA, Ministry of corporate affairs, Registrar of Companies, The Companies (Filing of documents and forms in Extensive Business Reporting Language) Rules 2015, The Companies Act 2013, XBRL
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.
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:
Posted in Chapter IX - CA2013, Companies Act 2013
Tagged 2015, Accounting Standards, India, MCA, Ministry of corporate affairs, Registrar of Companies, The Companies (Accounts) Rules 2014, The Companies (Accounts) Second Amendment Rules 2015, the Companies (Indian Accounting Standards) Rules, The Companies Act 2013
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.
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.
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:
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:
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.
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.
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?
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.
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]
Posted in Chapter VII – CA2013, Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Secretarial Standards
Tagged Board meeting, Company Secretary, General Meeting, India, MCA, Ministry of corporate affairs, Registrar of Companies, Secretarial Standard, The Companies Act 2013
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AishMGhrana 