Tag Archives: Ministry of corporate affairs

Suggestion for MCA website, “Act and Rules” Section

Posted on March 1, 2015 | 2 comments

Dear Sir,
 
I am regular user of portal of Ministry of Company Affairs. This is one government site which update regularly. I have a small suggestion. This is related to “Act and Rules” section. 
 
I find Ministry update it immediately, whenever there is any new Rules, Notification, General Circular or order issued by Ministry and send for publication of Official Gazette of India. As you aware; most of these rules, notifications and orders come into force on the date of publication in the Official Gazette and until publication in Official Gazette, copies of these rules, notifications and orders are just a piece of information, not of Law of land.
 
I would like to suggest you, when these rules, notification and order published in Official gazette, Ministry may please replace its pre – publication copies with copies published in Official Gazette. This will help stakeholders to know date of publication in official gazette as well as date from which these rules, notification and orders.
 
I understand, this may increase workload a little bit but help stakeholders a lot and improve image of Ministry also.

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Posted in Chapter I - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility, Truth of Our Time

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AMENDMENT: Administration of CSR

Posted on February 6, 2015 | 5 comments

According to Rule 4(2) of the Companies (Corporate Social Responsiblilty Policy) Rules 2014 as discussed earlier here:

“The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise:

Provided that—

(i) if such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programs or projects;

(ii) the company has specified the project or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.”

Now, Ministry of Corporate Affairs came out with the Companies (Corporate Social Responsiblity Policy) Rules 2015 dated 19th January 2015. These amendments shall come into effect from date of publication. After these amendments above mentioned sub – rule (2) of Rule 4 shall be as under:

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

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AMENDMENT: COPY OF RESIGNATION OF DIRECTOR

Posted on February 3, 2015 | 1 comment

Rule 16 of the Companies (Appointment and Qualification of Directors) Rules 2014 as earlier discussed earlier here, prescribes where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR – 11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

The Ministry of Corporate Affairs bring out an amendment to these Rules through the Companies (Appointment and Qualification of Directors) Amendment Rules 2015 dated 19th January 2015. These Rule are applicable from date of publication of these amendment rules in Official gazette.

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

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COST AUDIT after Amendment Rules 2014

Posted on January 27, 2015 | 1 comment

We have discussed applicability of the Companies (Cost Record and Audit) Rules 2014 as amended by the Companies (Cost Record and Audit) Amendment Rules 2014. Certain companies shall maintain cost record as discussed earlier here. Earlier we have discussed Cost Audit under original Rules before these amendment here.

Applicability of Cost Audit [Rule 4]:

Ever company specified in ITEM (A) of Rule 3, shall get its cost record audited if –

the overall turnover of the company from its products and services during preceding financial year is rupees fifty crore or more, or

the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under [item (a) of] Rule 3 is rupees twenty five crore or more. [Rule 4(1)]

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Posted in Chapter X - CA2013, Companies Act 2013

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COST RECORD after Amendment Rules 2014

Posted on January 23, 2015 | 2 comments

The Companies (Cost Record and Audit) Rules 2014 as amended by the Companies (Cost Record and Audit) Amendment Rules 2014 shall be applicable from the date of its publication in official gazette of India and published in official gazette. I am yet to find notification in official gazettee untill 20th January 2015. Earlier we have discussed Cost Record under original Rules before these amendment here.

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Posted in Chapter X - CA2013, Companies Act 2013

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AMENDMENT TO APPOINTMENT AND QUALIFICATION OF DIRECTORS RULES

Posted on January 13, 2015 | 1 comment

Indian Ministry of Corporate Affairs brought an amendment in the Companies (Appointment and Qualification of Directors) Rules 2014 with effect from 18th       September 2014.

Databank:

Now data bank shall not ask for income – tax Permanent Account Number (PAN), [Rule 6(2)(c)]

Only Father’s name will be in record. There will no need for mother’s name and spouse name. I am always of the view there should be option to give name of either of parents on part of person, because law must be gender neutral. [Rule 6(2)(d)]

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

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THE COMPANIES AMENDMENT BILL 2014: PART 3 OF 3

Posted on January 9, 2015 | 5 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 2 of 3 is present here.

To amend sub-section (1) of section 188 of the said Act to exempt related party transactions between holding companies and wholly owned subsidiaries (WOS) from the requirement of approval of non-related shareholders [Section 16 of the Amendment Bill]

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Posted in Chapter I - CA2013, Chapter XII - CA2013, Chapter XXIX - CA2013, Chapter XXVII - CA2013, Chapter XXVIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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THE COMPANIES AMENDMENT BILL 2014: PART 2 OF 3

Posted on January 6, 2015 | 5 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 2 of 3 is present here.

To amend sub-section (1) of section 123 of the said Act to include provisions for writing off past losses/depreciation before declaring dividend for the year [Clause 10 of the Amendment Bill]

A forth proviso is being added to the effect that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.

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

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THE COMPANIES AMENDMENT BILL 2014: PART 1 OF 3

Posted on January 2, 2015 | 2 comments

The Companies Amendment Bill 2014 has been introduced and passed in Lok Sabha recently. This blog post has intention to analyse proposed changes in the Companies Act 2013.

Most important massage, this amendment prepares a best case for drafting skill development programmes in India. I am reading here this Bill clause by clause. This will be a three part series and part 1 of 3 is present here.

To amend clauses (68), (71) of Section 2 and Section 11 of the said Act to omit the requirement for minimum paid-up share capital [Clause 2 and 4 of the Amendment Bill]:

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Posted in Chapter I - CA2013, Chapter II - CA2013, Chapter V - CA2013, Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

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CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY

Posted on September 23, 2014 | 14 comments

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)]

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Posted in Chapter II - CA2013, Companies Act 2013

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CONVERSION OF NON – PROFITS TO FOR PROFIT COMPANY

Posted on September 22, 2014 | 8 comments

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)]

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Posted in Chapter II - CA2013, Companies Act 2013

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LICENCE FOR NON – PROFIT COMPANIES

Posted on September 19, 2014 | 1 comment

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)]

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Posted in Chapter II - CA2013, Companies Act 2013

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SERVICE OF DOCUMENTS

Posted on September 18, 2014 | 3 comments

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.

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

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CHANGE OF OBJECTS

Posted on September 17, 2014 | 8 comments

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.

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

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SHIFTING OF REGISTERED OFFICE OUTSIDE STATE

Posted on September 16, 2014 | 5 comments

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.

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

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SHIFTING OF REGISTERED OFFICE

Posted on September 15, 2014 | 5 comments

In this post we will discuss, shifting of Registered office –

  1. Within same city, town or village, or
  2. Out side same city, town or village but within same state.

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)]

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

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VERIFICATION OF REGISTERED OFFICE

Posted on September 12, 2014 | 5 comments

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.

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Posted in Chapter II - CA2013, Companies Act 2013

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COST AUDIT

Posted on September 11, 2014 | 3 comments

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 –

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Posted in Chapter X - CA2013, Companies Act 2013

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APPLICABILITY OF COST AUDIT RULES

Posted on September 10, 2014 | 7 comments

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:-

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Posted in Chapter X - CA2013, Companies Act 2013

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GOVERNANCE PROVISIONS FOR NIDHI COMPANIES

Posted on September 9, 2014 | 2 comments

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.

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Posted in CHAPTER XXVI - CA2013, Companies Act 2013

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