August 2, 2018     by Anupama
Form DIR-3 KYC Ministry of Corporate Affairs (India) would be conducting KYC of All the directors of companies annually through a new e-form à DIR-3 KYC. This exercise covers all DIN’s (Director Identification Number) issued up to March 31, 2018. Indian....
July 9, 2018     by Kamini Goyal
Annual General meeting bridges the gap between the investors and the management. It’s the right of the investors to be provided and the duty of the management to provide transparency and good governance to all the stakeholders of the Company. To facilitate the above....
July 6, 2018     by Prasanna Nagure
An option is a right to purchase stock of a company sometime in the future for a stated price. It is a cashless perquisite which focuses on retaining key employees. Who ESOP can be offered to: Directors, employees, officers. It can’t be offered to Promoters or....
June 29, 2018     by Akshay Kapoor
To curb the menace of black money and round tripping of funds, the Ministry has introduced many measures to send a strong message to the existing companies. One of the initial steps by the MCA was to strike off Companies which have not been filing their financial statements....
June 18, 2018     by Kavita Agrawal
Permanent Account Number (PAN) is a ten-digit alphanumeric code issued by the Income Tax Department of India mainly to a tax payer. It is unique to an individual or entity and is valid across India. It is mandatory for entering into financial transactions like buying and selling....
June 1, 2018     by bsamrishindia.com
Annual General Meetings: In United Kingdom, private companies are not obliged to hold Annual General Meetings. Besides, the Companies Act 2006 (UK Act) does not specify what business must be transacted at an AGM. In Singapore, an AGM is a mandatory annual meeting of....
May 18, 2018     by Simratjeet Kaur
To any foreign investor looking into an opportunity to invest in India, one of the primary concerns is the time required to set up a legal entity in India and how simple / difficult it is to get various registrations / approvals, if any, and the compliance regime of the country.....
May 5, 2018     by Amita Sharma
State Governments levy and collect stamp duty on issue of Share Certificates which fall within the sphere of State Legislature by virtue of the powers given to the State Governments through our Constitution (Entry 63 in the State List). Through this article, we would like to....
February 22, 2018     by CS Samrish Bhanja
Earlier, under old Companies Act regime, many companies accepted share application money under private placement and utilized the same for the business purpose even without allotment of shares. Only Schedule VI of the Old Companies Act provided the manner to treat the same in....
February 19, 2018     by Mayank Verma
  BRIEF INTRODUCTION A company is a legal person formed under the applicable laws in order to do a business/activity by complying the laws of the land. In India, Companies Act, 2013 has many provisions in order to maintain transparent working of the company.  When these....
February 8, 2018     by CS Samrish Bhanja
The resignation by a Director is not subject to acceptance by the Board. The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later. (Section 168 of....
February 5, 2018     by CS Samrish Bhanja
Congratulations! Now that you got the company registered, what care do you need to take to be on the rightside of the law. It makes a lot of economic sense to stay compliant. It helps in efficient and non- interrupted functioning of the Company. There are some crucial time bound....
February 1, 2018     by bsamrishindia.com
 “Allotment of shares” is used to indicate “… the creation of shares by appropriation out of the unappropriated share capital to a particular person. Issue of shares is something distinct from allotment and is some subsequent act whereby the title of the allottee....
January 9, 2018     by Akshay Kapoor
The Companies Act, 2013 has been enacted for the purpose of promoting the good corporate practices, greater transparency and effective stakeholder management. In order to achieve the core objectives of the Act, it provides regulators with enormous powers. Recently two major....
September 20, 2017     by bsamrishindia.com
Companies Act 2013 (New Act) brought in many changes. One such change is the concept of uniform Financial Year. Companies Act 1956 (Old Act) defined Financial Year in Section 2(17) as: "Financial Year" means, in relation to any body corporate, the period in respect of which any....
August 3, 2017     by Srishti Luthra
  Over the years, the concept of ‘Majority Rule and Minority rights’ has been a matter of great controversy. It is evident from the principle laid down in ‘Foss v Harbottle’ that the will of the majority shall hold and even the Courts refuse to interfere in the....
July 13, 2017     by Sanjoli Singh
CHARGING SECTION As per Section 131 of the Companies Act, if it appears to the directors of a company that— (a) the financial statement of the company; or (b) the report of the Board, do not comply with the provisions of section 129 (Financial....
July 4, 2017     by Akshay Kapoor
The Companies Act, 2013 has prescribed various E-form(s) for intimating major events of the Company such as director changes, annual filing of financial statements, increasing the capital, allotment of securities etc, under the respective Rules made therein. However, no separate....
July 3, 2017     by Mayank Verma
Since the day Companies Act, 2013 was majorly notified, i.e. 01st April, 2014, it was widely criticised for being not business friendly and for being too restrictive. With the present Government’s resolve towards ease of doing business in India, several measures have been....
May 29, 2017     by bsamrishindia.com
It is mandatory to appoint a Managing Director in case of Listed Companies and the Public limited companies having paid up share capital of INR 100 million (~1.55 m USD). Many Indian subsidiaries of foreign companies follow the general practice of appointing Non-Residents on....
April 6, 2017     by CA Saurabh Gupta
Whether to apply for VAT/Service tax number of wait for GST? For any new start-up, this is common query. Following will provide a cue to reach at solution: - GST isn’t applicable yet. It is proposed that it would be applicable from 1stJuly 2017. So, if one can wait to....
March 2, 2017     by Nupur Singhal
With the increasing pace of paperless governance, Reserve Bank of India (RBI) allowed the facility to file form FC-TRS electronically on e-Biz platform vide A.P. (DIR Series) Circular No. 9 dated August 21, 2015. Filing of form FC-TRS electronically through e-biz portal is....
January 12, 2017     by Nupur Singhal
  Step-by-Step Procedure: Login on the MCA website and then select ‘Pay Miscellaneous Fee’ under the tab ‘MCA Services’. Following screen will appear:     Select ‘Investor Education and Protection Fund’. The following screen will....
January 12, 2017     by Nupur Singhal
As per Section 124(6) of the Companies Act, 2013, all the shares, in respect of which unpaid or unclaimed dividend are transferred to IEPF,shall also be transferred in the name of IEPF within 30 days of such transfer of shares becoming due (Rules are yet to be notified for....
January 11, 2017     by Nupur Singhal
The provisions applicable on declaration and payment of dividend including its transfer to Unpaid Dividend A/c and Investor Education and Protection Fund are as follows: Particulars Applicable Section Applicable Rule For payment of dividend Section 123 The....
January 4, 2017     by Srishti Bathla
E-VOTING (Section 108, Rule 20 of Companies (Management and Administration) Rules, 2014. Applicability of section 108 Following companies are mandatorily required to provide e-voting facility: Every Company having its equity shares listed on Recognized....
December 22, 2016     by CS Samrish Bhanja
  DIN of a Non Resident DIN (Directors Identification Number) is a unique Identification Number allotted to an individual who is to be appointed as Director of a Company, upon making an application (in e-form DIR-3) pursuant to Section 153 and 154 of the Companies....
December 21, 2016     by Srishti Bathla
    Postal Ballot (Section 110, Rule 22 of the Companies (Management and Administration) Rules, 2014. Applicability of Section 110 Postal Ballot is applicable on all the Companies having 200 or more members. Therefore, private companies and OPC lies....
November 9, 2016     by bsamrishindia.com
FAQs   First Auditors: I have just incorporated a Company. When do I appoint the first Auditor of the Company and how? First auditor shall be appointed by the Board within a period of 30 days from the date of registration of Company. E-form ADT-1 is required to be....
November 5, 2016     by Nupur Singhal
Members’ Resolutions under present Act are of three kinds, a) Ordinary, b) Special, and c) Resolutions requiring special notice. Special notice means that intention to move a resolution at a General Meeting has to be given specifically by the shareholders. It is governed by....
November 5, 2016     by Nupur Singhal
  A special notice under section 115 of the Companies act, 2013 is required to be given by the shareholders in order to remove a director before the expiry of the tenure of his office. Notice shall be given by members holding minimum 1% of the total voting power or....
November 5, 2016     by Nupur Singhal
Appointment of Auditor As per Section 139(6) of the Companies Act, 2013, the first auditor of the company shall be appointed by the Board of Directors within 30 days from the date of incorporation who shall hold office till the conclusion of first AGM. Section 139(1) states....
July 19, 2016     by Kamini Goyal
Definition of Sweat Equity Share : - Equity Shares which are issued to directors or employees; Issued at a discount or for consideration, other than cash; For providing their know-how or making available rights in the nature of IPR or value additions. Applicable....
June 15, 2016     by Kamini Goyal
It is an option to buy the shares of the Company at a future date and at a pre-determined price. These plans are aimed at: - Improving the performance of the company; Increasing the value of the shares by involving stock holders, who are also the employees, in the....
May 24, 2016     by Simratjeet Kaur
Section 149(1) of the Companies Act, 2013 provides that a minimum of 2 director, in case of Private Company and 3 in case of Public Company, should be present at all times for smooth functioning of the Company. But what to do when the minimum requirement of directors falls below....
April 29, 2016     by Simratjeet Kaur
Mentioned below are the highlights/essentials for making preferential allotment of shares: Holding a Board Meeting to consider Preferential Issue of securities. Holding of General Meeting of shareholders for authorizing preferential issue. Disclosures w.r.t.....
April 28, 2016     by Simratjeet Kaur
Ministry of Corporate Affairs (MCA) in a bid to line its incorporation related services with best international practices, launched Central Registration Centre (CRC) on the occasion of Republic Day 2016 vide notification number S.O. 218(E) dated 22nd January, 2016. CRC is a....
April 25, 2016     by Sonal Verma
Private Placement and Rights Issues are hotly debated topics for Companies. Companies get confused between the two while opting for further issue of shares. Private Placement is dealt in Section 42 and section 62(1)(c) of Companies Act,2013 while Section 62(1)(a) deals with....
April 2, 2016     by Kamini Goyal
Section 175 of Companies Act, 2013 and Rule 5 of Companies (Meeting of Board and its Powers) Rules, 2014 provides for passing of Resolution by Circulation. In case of urgency, it may not be possible to wait for the approval or implementation of an item or proposal till the....
February 6, 2016     by Simratjeet Kaur
SECTION 68, 69 and 70 of COMPANIES ACT, 2013 Essential preliminary conditions to fulfill before opting for buy back:- It must be authorized by the Articles It must be authorized by the shareholders by way of Special Resolution in a General meeting. It should not....
February 4, 2016     by Sonal Verma
As per section 2(41) of companies Act, 2013 every Company is required to follow uniform Financial Year ending on 31st March. Companies following a different FY were given a transition period of 2 years to comply with the requirement. It means Company has to comply with this....
September 30, 2015     by Kamini Goyal
Can a Non-Resident/ Foreign National/ Foreign Citizen become Director of an Indian Company?  Yes,  a foreign nationals or foreign citizen or Non-Resident Indians residing abroad can be appointed as a Director on the Board of Indian companies whether public listed or....
September 30, 2015     by Kamini Goyal
Postal Ballot under Companies Act, 2013 Section 110 of Companies Act, 2013 and Rule 22 of Companies (Management and Administration) Rules, 2014 provides for voting by Postal Ballot. POSTAL BALLOT means voting by post or through electronic means within a period of thirty....
September 8, 2015     by Kamini Goyal
Annual means yearly, return means statement. Thus, Annual Return means a Yearly statement which gives essential information about a Company's composition, activities, and financial position, and which must be filed by every Company whether having share capital or....
June 11, 2015     by Aakanksha Bhatia
Section 118(10) of the Companies Act, 2013 mandates companies to observe Secretarial Standards with respect to General and Board Meetings specified as such by the Institute of Company Secretaries of India. Secretarial Standards apply to all companies. IMPORTANT POINTS TO BE....
May 23, 2015     by Kamini Goyal
Section 185 of Companies Act, 2013 Unless otherwise provided, no company shall directly or indirectly; advance any loan to any of its directors or; give any guarantee or provide any security to any person in whom director is interested Exceptions: a.    ....
May 23, 2015     by Kamini Goyal
Companies Act, 2013 provides for the maintenance of records in electronic format:- Chapter VII i.e., Companies (Management and Administration) Rules, 2014 provides the manner in which the records shall be maintained in electronic form. Rules are summarized below: Rule 27 of....
May 23, 2015     by Kamini Goyal
Key changes introduced by the Companies Act, 2013 with respect to maintenance of Statutory Registers are as follows:   Register of Members  Companies Act,1956 requires companies to maintain register and index of members, register and index of debenture holders.....
February 28, 2015     by Manav Harivyasi
Minutes not defined under Companies Act, 2013 but according to Business Dictionary, it is Binder or bound book containing permanent and detailed record of the deliberations of, and resolutions adopted at, a Company's official meetings. All incorporated or registered entities....
February 13, 2015     by Shyam Ramakrishnan
Form MGT-14, like its predecessor Form 23, will soon acquire the distinction of becoming the most prominent form one ever uses on MCA portal. With most of the significant resolutions coming under its sweep, this form has the potential to be both a boon and a bane for....
February 9, 2015     by Manav Harivyasi
We keep on receiving queries time and again as to whether Hypothecation of Motor Vehicle can be termed as "charge" and whether this charge is required to be registered?  With the notification of Section 77 Companies Act, 2013, old provisions relating to charge contained in....
December 10, 2014     by Aakanksha Bhatia
Secretarial Audit is Compliance Audit; it is a part of total Compliance Management in an organization. The Secretarial Audit is an effective tool for Corporate Compliance Management. It is an audit by Company Secretary in Practice. It helps ensure timely corrective measures when....
July 29, 2014     by Priyanka Poonia
Independent Directors. 1. Which companies are required to appointed Independent Director in the composition of its Board? All Listed companies shall have at least one-third of its Board as Independent Directors (IDs). All Unlisted public companies having paid up share....
July 8, 2014     by CS Samrish Bhanja
(as revised on August 3, 2016)   Voting by electronic mode means a process for recording votes by the members using a computer based machine. The system displays an electronic ballot and enables a shareholder to record the vote. The number of votes polled in favour or....
July 8, 2014     by CS Samrish Bhanja
Section 108 of the Companies Act, 2013 (‘Act, 2013’) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (‘MGT Rules’) had made it mandatory for every listed company and company having not less than 1000 shareholders to provide e-voting....
May 30, 2014     by CS Samrish Bhanja
Preferential Issue - Procedure (updated upto 18th March, 2015) Compiled from provisions of Section 42 and Section 62 of the Companies Act, 2013 read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of Companies (Share Capital and....
May 11, 2014     by CS Samrish Bhanja
Postal ballot means voting by post or through any electronic mode.(Sec2(65) of the CA 2013) Earlier, Section 192A of the Companies Act, 1956, read with the Companies (Passing of the  Resolution by Postal Ballot) Rules, 2001 (the Rules) obligated the listed companies to conduct....
April 30, 2014     by CS Smriti Sharma
Please note that as per Section 2(52), “listed company” means a company which has any of its securities listed on any recognised stock exchange. This means that a Private Limited company which has its Debentures listed shall also be deemed to be a listed company for the....
April 11, 2014     by CS Samrish Bhanja
We updated earlier about the correction in the letter head of the Company in order to comply with the requirement of the Companies Act, 2013. Another thing the company has to be careful about is Disclosure of Director’s interest. Disclosure of Director’s Interest........
April 9, 2014     by CS Samrish Bhanja
1. The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means.. 2. Directors participating through video conferencing shall also be counted for the purposes of quorum.. 3. Matters not to be dealt....
April 7, 2014     by CS Samrish Bhanja
In this excerpt, the focus is on disqualification because of non-filing of Balance Sheets and Annual Return or similar such non-compliances (Sec 164(2) of the Companies Act, 2013).. The following persons shall not be eligible to be re-appointed as a director of that company or....
April 4, 2014     by CS Samrish Bhanja
Now, rotation of auditors is mandatory for all listed companies and only those unlisted and private companies which meet the prescribed criteria.. 1. Unlisted Public companies with a paid up share capital of Rs. 10 crore or more; 2. Private Limited companies with a paid up....
April 3, 2014     by CS Samrish Bhanja
Now Private Limited Companies, irrespective of their capital, are not mandatory required to appoint KMP (Key Managerial Personnel). MD, Whole-time Director, CEO, CFO and Company Secretary have been defined in the CA 2013 to be the KMPs of the Company.  Following Companies....
April 1, 2014     by CS Samrish Bhanja
(revised upto August 3, 2016) CIN to be there on Letter Head: The Corporate Identity Number which is a 21 digit number allotted by the Ministry of Corporate Affairs – this needs to be now printed in the company letter heads/ invoices and any other official documents of the....
March 11, 2014     by CS Samrish Bhanja
(Amended upto June 5, 2015)   As you are aware that the Ministry has now enforced 98 sections of the Act vide notification dated September 12, 2013. The said sections have come into effect from September 12, 2013. One of the enforced provisions is Section 102 dealing with....


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