Secretarial standards question and answer

Some important question answers prepared after Icsi webcast on Secretarial Standard;-
1st ques ;- If co. is giving notice in June month for its  board meeting going to held in july so will SS be applicable for that meeting??
Answer:- No as SS will be applicable w.e.f 01.07.2015 

2) ques ;- What is serial no. of board meeting?

Ans ;-  Every co. has to give serial no. to their meeting but suppose if a Company is incorporated in the year 2000 & its not possible to calculate serial no. since incorporation as we do in Agm like 15th AGM of Co. then those Company can pass board resolution in month of June & fix their new serial no. like 1 from beginning  for board meeting going to held w.e.f 01.07.2015 as per secretarial Standard
3) ques ;- Who will be members in attendance & invitee?
Ans ;- Only Cs & Directors will be members in attendance & rest will be considered as
invitee
Ques ;- Notice to whom?
Ans;- Notice will serve to every director in case of Board Meeting via hand, mail, or by post but Co. must have proof of acknowledgement .

Ques :- In case of sending notice via hand how one can keep its proof?

Ans ;- Co. has to maintain register & took sign of director as an acknowledgement.

Ques :- How SS controlled mismanagement;-
Ans :- Earlier some co. never give notice to some directors & later on remove them by giving reason that for 3 consecutive board meeting they have not attended board meeting but after SS applicability co. cannot do as they have to keep proof of delivery the notice.

Ques;- For F.Y 2014-15 is it mandatory to mention in secretarial audit report regarding compliances of Secretarial Standard ;-

Ans :- No it is mandatory from F.Y 2015-2016

Ques :- Presence of quorum in Meeting ??

Ans:- Quorum has to be present not only at time of commencement of meeting while at time of transacting business activities also.

Ques :- Any item can be discuss which was not mentioned in Agenda of meeting::-

Ans :- No firstly consent of majority of directors are required & if independent director is there then take consent from him also.

Que:- Time period for keeping record of notice/agenda /resolutions ?
Ans :- 8 years after that before destroying firstly pass board resolution & then destroy it.

Que :- How Minutes can be circulated under SS??
Ans ;- Firstly drafted minutes has to be circulated to all directors within 15 days of meeting then once it is signed then get it certified by CS if not there then any of authorise director & circulate signed minutes copy also to all the directors

Que :- is casting vote allowed under SS or not??

Ans :- Yes it  is still allowed.

Ques;- Can we conduct meeting on National Holiday??
Ans:- One cannot conduct meeting on national holiday.

Que;- What is Time stamp on minutes??
Ans :- It is new concept under which when we took print out of minutes it will show date & time of printing as we do in case of email but this is under process very shortly Icsi will clarify exact meaning of time stamp.

Even past or ceased directors can inspect minutes book

If chairman is interested then he has to leave meeting room as his interest is prevailing

Chairman will give objectivity of every resolution before passing it & it has to be mentioned in minutes book also about objectivity of resolution.

Even Cs can conduct board meeting with request of any of director but with prior approval of Chairman

Notice along with agenda items, resolutions should be serial numbered

Resolution once proposed cannot withdraw or modify later on except in case of typing/clerical or grammatical error.

Meeting of independent directors can be conduct by CS.

These are some imp points about Secretarial Standard going to implement w.e.f 01.07.2015.

RBI COMPOUNDING

Compounding of Contraventions under FEMA, 1999📢

🔵Meaning of the word ‘compound’ or ‘compounding’ not defined in the Act or in the Rules.

🔵The expression ‘Compounding’ has been explained in Law Lexicon as “arranging, coming to terms; condone for money.

🔵Section 15 of FEMA 1999 covers powers to compound contraventions and empowers the Compounding Authority to compound the contraventions.

🔵Section 13 of FEMA covers penalties in respect contraventions which are compounded

🔵The Government of India has, in consultation with the Reserve Bank placed the responsibilities of administering compounding of cases with the Reserve Bank, except under Section 3(a) of FEMA, 1999.

🔵Compounding is a voluntary process and refers to admitting a contravention, pleading guilty and seeking remedy. The application is liable to be disposed off/compounded with a period of 180 days from the date of its submission.

An application for 🔵compounding of a contravention to be submitted to the Compounding Authority either on being advised of a contravention through a memorandum or suo moto on being made or becoming aware of the contravention.

🔵Further, if Contraventions relating to any transaction under FEMA but requiring approval or permission from the Government Department concerned or any Statutory Authority as the case may be, would not be compounded UNLESS the required approval is obtained from the authorities concerned.

🔵What are the contraventions?

Contravention may be of the following👇

• Provisions of the Act
• Rules made under the Act
• Regulations
• Notifications
• Direction or order issued in exercise of the powers under the Act.

🔵Penalties-Quantum of penalty 💸-

• Compounding may be subject to a penalty up to thrice the sum involved in such contravention where such amount is quantifiable,

or

• up to Rs 2 Lakhs where the amount is not quantifiable,

and

• where such contravention is a continuing one, further penalty which may extend to Rs 5000/-for every day after the first day during which the contravention continues.

🔵Advantages of compounding-📝

• It is a voluntary process • Compounding makes one clean of the past mistakes and look forward to the future
• After compounding, the contravener is absolved of the contravention and can concentrate on the business opportunities

• It saves time and energy One application – One hearing – One order.

• The existence of such facility provides comfort while undertaking global transactions since FEMA facilitates compounding of any contraventions which are not malafide.

I hope the article on acceptance of default i.e compounding was useful.

XBRL TAXONOMY RELEASED BY MCA

Exposure Draft for New XBRL Taxonomy for Financial Year 2014-15 has been released.  In New XBRL Taxonomy New disclosures have been added, few modified & few line items have been deleted as per Companies Act, 2013.

Key Changes in Draft XBRL C & I Taxonomy: 

Ø  Detailed Disclosure of Directors Report with 12 New Tables.

(Detailed disclosure required for Shareholding Pattern, Shareholding Of Promoters, Indebtedness Of Company, Penalty Punishment Compounding Of Offence , Particulars Holding Subsidiary And Associate Companies etc.)

Ø  New Disclosure on Corporate Social Responsibility.

Ø  New Disclosure on Secretarial Audit Report.

Ø  New Disclosure added for Subsidiaries/Joint venture/Associates which are yet to Commence Operations.

Ø  Joint venture, Associate etc. added in Consolidated Financial Statement.

Ø  Chief Financial Officer name included for signing Balance sheet..

Ø  Disclosure required of Web Link Of Company, Registration Date, Name of Registrar of Company.

Ø  Changes in the Auditors Report owing to the introduction of CARO 2015 in place of CARO 2003.

Ø  SRN of filing of B/S by Subsidiary, Subsidiary date, Classification of equity share capital, Guarantee party disclosure etc. no longer required in Subsidiary details.

Ø  Directors are replaced by Key Managerial Personnel details.

Ø  Detailed disclosure of Defined Benefit Plans Categories.

Further, please also take note of following:

v  Use new single e-form AOC-4 to be used for filing in place of 23AC/23ACA.

Comments have been invited by ICAI on Draft XBRL taxonomy to be submitted upto July 10, 2015.

Depreciation under 2013 & Calculator

1. What are the key changes in Depreciation in CA 2013
The important changes in the Act are as under
• Change from rate based approach to useful life approach and the Act has specified useful lives for various classes of assets

• Schedule II rates are not the minimum rates and the company can adopt different useful lives based on technical advise

• Assets less than Rs 5000 need not be depreciated completely

• No rates for double and triple shift but extra depreciation of 50% and 100%

• Componentisation - If a part of an asset has a separate useful life independent of the parent, then a separate rate has to be applied for that part if that part is material in relation to the asset

• Assets which do not have a useful life as at the commencement of the Act are required to be written off completely. Such amounts may be debited to P& L or adjusted to General Reserves

2. Do we have to align depreciation with the new Companies Act 2013 rates for the year ended March 31, 2015
Of the above, the change in rates has to be effected for the year ended March31, 2015 whereas the component level depreciation has been deferred as per a notification and is not applicable for the period ended March 31, 2015
3. My client has a financial year ending December.  Should we revise the depreciation as per the new Act or does the old Act apply for “year ended Dec 31 2014”
The revised useful life system applies for accounting periods commencing on or after April 1, 2014 and hence the client may prepare the accounts as per the earlier Act in reference to depreciation as there is a specific mention of the term accounting period
4. Schedule II speaks of technical opinion.  Should this be an independent opinion
The Schedule II does “not” speak of an independent opinion.  But from an auditors perspective, one may not be wrong in asking for one especially if the value of the depreciation and change to the same is material
5. What are the provisions relating to assets working on double shift or triple shift basis?
• Useful life given in Part C assumes single shift working
• Double shift -  increase depreciation by 50%
• Triple shift – increase depreciation by 100%
• Take note of number days for which the company has worked double shift and triple shift and the rates have to be increased proportionately
6. How do we calculate the WDV rates based on the useful life of the asset

The WDV rates are calculated by applying the formula as specified below Cell reference
Useful life –n Years 5 C4
Residual value – s Rs. 5 C5
Cost of the asset – c – Rs. 100 C6
Rate % 1-POWER((Residual value/Cost),(1/No of years)) C7

7. How do we calculate the WDV rates if residual value is Rs zero

Assume Rs 1 as the residual value

8. Is this depreciation revision a change in estimate or accounting policy

This change is a change in accounting estimate only

9. There is an amount of Rs 1.2 crores which is the value of assets whose useful life has expired ( as per CA 2013 useful life ) and needs to charged off.  Can we take a part to the P & L and a part to the Reserves and Surplus

From the date Schedule II comes into effect i.e. 1 April 2014, the carrying amount of the asset as on that date

(a) Shall be depreciated over the remaining useful life of the asset

(b) After retaining the residual value, may be recognised in the opening balance of retained earnings or may be charged off to Profit and Loss account where the remaining useful life of an asset is nil. Hence the company will have to reassess the useful life of its existing fixed assets in accordance with Schedule II.

It would be advisable to follow one treatment only

10. In addition to the changes prescribed by CA 2013, my client would like to change the method of depreciation from SLM to WDV.  How should I go about doing it?

• First Calculate retrospective workings and transfer to P & L or reserves
• Calculate the depreciation for the year as if there was no change in the method
• Calculate the depreciation under the revised method on a retrospective basis from the date of capitalization of the asset
• The difference between points 2 and 3 above reflects the difference to be disclosed

Click on the link for a WDV depreciation calculator under the new Companies Act 2013. http://www.thesmartca.com/mip.php?type=wdv150510

Tax Awareness

Points to be noted by common man with regards  TAX

Income Tax:

1)      Detailed information of Income Tax is available on www.incometaxindia.gov.in
2)      As per Income Tax Act, Income is taxable under five heads- Salary, House Property, Business or Profession, Capital Gain and Other Sources.
3)      Salaried person must obtain Form 16 from his Employer Every Year.
4)      Income Tax Return should be filed by considering Form 16 and other Income.
5)      Transport Allowance is exempt up to Rs. 1,600 per month.
6)      30% Standard deduction is available on Income from House Property.
7)      Income to be considered as deemed let out on second House property.
8)      For self-occupied house property, deduction of Interest on Housing Loan is allowed up to Rs. 200,000/- and for other house property actual expenditure of Interest on Housing Loan is allowed.
9)      Repayment of Principal amount of Housing Loan is deductible u/s 80C up to Rs. 150,000/-.
10)  Tax Audit is compulsory if sales turnover exceeds Rs. 1 crore in case of business.
11)  Tax Audit is compulsory if the Gross Receipts of Professionals exceeds Rs.25 lakhs.
12)  If sales turnover is below Rs. 1 crore, then net profit of 8% or higher is to be taken as business income otherwise tax audit is required.
13)  The Due Date for Tax Audit and income Tax Return is 30th September.
14)  Assessee other than Company and those eligible for Tax Audit are required to file Income Tax Return before 31st of July. Extended date is 31st Aug for F.Y. 14-15.
15)  Accurate Stock Valuation should be done on 31st of March.
16)  Cash payment should not be made to a person in single day exceeding Rs.20, 000.
17)  Cash Payment limit for Transporters is Rs. 35,000/-.
18)  Loans, deposits and Immovable Properties transactions should not be carried out above Rs. 20,000 in cash.
19)  Business loss can be carried forward to Next 8 Years.
20)  Tax Audit applicable assesses should deduct TDS on particular transactions.
21)  TDS should be made on the date of Credit or Payment basis of whichever is earlier.
22)  TDS payment should be made on or before 7th day of Next Month.
23)  TDS Returns are to be filed Quarterly.
24)  TDS returns can be revised any number of times.
25)  TDS should be deducted and paid if applicable.
26)  If TDS is not deducted then deduction of 30% of Expenditure is not allowed.
27)  Late filling of TDS return attracts late filing fees of Rs. 200 per day.
28)  Long Term Capital Gain will arise if transfer of specified Capital Assets is made after 3 years.
29)  Generally Long Term Capital Gains is taxable @ 20%
30)  STT paid Long Term Capital Gain on Shares,etc is exempt from Tax.
31)  Short Term Capital Gain is Taxable @ 15% if STT is paid.
32)  Capital Gain on Immovable Properties is chargeable at Stamp Duty Value or Selling Price whichever is higher.
33)  Dividend received from domestic company is exempt from Tax.
34)  Agricultural Income is exempt from Tax.
35)  Gifts received form stranger of an Amount exceeding Rs. 50,000 is taxable.
36)  Income Tax is not chargeable on Gifts received at the time of Marriage, Will, and in case of Succession and from specified relatives.
37)  Maximum deduction limit u/s 80C, 80CCC and 80 CCD is Rs.1, 50,000.
38)  Deduction of Medical Insurance Premium is available up to Rs. 25,000.
39)   Deduction of Medical Insurance Premium paid for Parents is available up to Rs. 20,000.
40)  Deduction limit of Interest earned on Saving Account is up to Rs.10, 000.
41)  Income earned by a Minor child is clubbed in the hands of Parents.
42)  Every Taxpayer should verify his Form 26AS.
43)  Form 26AS provides the Information regarding the TDS, Advance Tax paid and details of refund.
44)   Notice may be sent to the Taxpayer if the Income mentioned in Form 26AS and the Income Tax Return filed is having difference.
45)  Basic Exemption Limit for individuals for F. Y. 2015-16 is Rs. 2,50, 000.
46)  Basic Exemption Limit for Senior Citizen i.e. above 60 years age is Rs. 3,00, 000.
47)  Basic Exemption Limit for Super Senior Citizen i.e. above 80 years age is Rs. 5,00,000.
48)  Advance Tax is to be paid if Tax Liability during the year exceeds Rs. 10,000.
49)  12% of Surcharge is applicable if Income Exceeds Rs. 1Crore.
50)  Income Tax Return should be filed if Income exceeds Basic Exemption Limit.
51)  30% of Tax applicable on Income of Partnership Firm, Company, LLP etc.
52)  For Companies – Minimum Alternate Tax and for other Assesses – Alternate Minimum Tax rate is 18.5%.
53)  Details of all Bank Accounts have to be given in Income Tax return.
54)  Passport number is required to be given in Income Tax return.
55)  Detail of Fixed Assets held in Foreign Country is required to be given in Income Tax return.
56)  If taxable income of Individual is less than Rs. 5 Lakhs then relief of Rs. 2,000/- is available in Tax.
57)  Aadhar Card No. is required to be mentioned in Income Tax return.
58)  E-filling of return is compulsory if income exceeds Rs. 5 lakhs.
59)  In Income Tax, E-filling of return can be done for Previous 2 Years only.
60)  PAN Card is essential for Taxpayer and it should not be used as Id Proof.
61)  From FY 2014-15 Depreciation is to be calculated as per New Companies Act.
62)  Domestic Transfer Pricing is applicable on transaction exceeding an Amount Rs. 20 Crores.

Now some points about MVAT:

63)  VAT registration is compulsory if Gross Turnover exceeds Rs. 10 lakhs.
64)  VAT rate is 1%, 5%, 12.5%, and 20% and CST rate is 2% on respective commodities.
65)  Return Periodicity should be verified every year from the Departments site www.mahavat.gov.in
66)  Periodicities of Returns are Monthly, Quarterly and Half yearly.
67)  Vat payment and return should be filed within 21st of next Quarter, Month or Half Year.
68)  Late payment of VAT will attract Interest @ 1.25% p.m.
69)  A late fee of Rs. 1000 is to be paid if late return is filed.
70)   Late fee of Rs. 5000 is charged if Return filed after 30 days.
71)  Full set off can be taken on Plant and Machinery and Electrical Fitting.
72)  3% of retention is to be taken on Office Equipment’s and Computer.
73)  Setoff of Software, Building and passenger car is not available.
74)   AnnexureJ1 mentioning TIN of sellers has to be filed with Vat return.
75)  AnnexureJ2 mentioning TIN of buyers has to be filed with Vat return.
76)  Vat Setoff cannot be carried forward to next year if it exceeds Rs. 5 lakhs.
77)  VAT Audit is compulsory if Gross Turnover exceeds Rs. 1 Crore.
78)  Due date for filling VAT Audit report is 15th January.
79)  Dealer can verify the details of return filed and Registration from the “Dealer information System.”
80)  Mis-match report of Annexure J1 and J2 should be verified and should be reconciled.
81)  Composition Scheme is available for Retailers having Gross turnover less than Rs. 50 Lakhs.
82)  WCT is to be deducted if Works Contract exceeds Rs. 5 lakhs.
83)  5% of WCT is to be deducted for non-registered dealers instead of 2%.
84)  TDS deductor has to file return before 30th June after end of financial year.

Profession Tax:

85)  Profession Tax is required to be paid for Employer and Employee.

SEBI BOARD MEETING DATED 23rd June 2015

Highlights of SEBI Board meeting held on 23.06.2015:-

1. ASBA (Application Supported Blocked by Amount) now mandatory.

EFFECT:-
i. Post-issue timeline will reduce to  T+6 from T+12.
ii. No hassle of refunding excess money back to applicant.

2. Application forms can also be accepted by RTA & DPs now.

EFFECT:- Increased application centers.

3. Simplified framework for capital raising by technological start-ups and other companies through ITP (Institutional Trading Platform).

EFFECT:- Easier capital market access to technological startups.

4. Market capitalization of public shareholding of the issuer for Fast Track Issues (FTI) reduced to Rs. 1000 crore (in case of FPO) and Rs. 250 crore (in case of Right Issue).

5.  Changes proposed to encourage greater retail participation in OFS (Offer for Sale).

6. Re-classification of promoter shall be permitted subject to approval of shareholders in the general meeting.

7. Outgoing promoter can hold KMP position subject to specific approval of Shareholders and cannot
i. hold more than 10% shares.
ii. continue as KMP for more than 3 years in any case.

8. Existing promoters may be re-classified as public in case the company becomes professionally managed and does not have any identifiable promoter.

9. Net Issue proceeds pending utilization (for the stated objects) shall be deposited only in the Scheduled Commercial Banks now.

Source: SEBI. Website
http://www.sebi.gov.in/sebiweb/home/detail/31307/yes/PR-SEBI-Board-Meeting

Mgt 14 exemption

PRIVATE COMPANY:
“As the effective date of exemption notification applicable to private company is 05.06.2015 (thereby u will not be required to file resolutions passed under section 179(3)), u can hold board meeting on following important matters (few of them) on or after 05.06.2015 to avoid ROC filing:
- To borrow monies;
- To Invest the funds of the company;
- To grant loans or give guarantee or provide security in respect of loans;
- To approve financial statement and board’s report;
- To take note of disclosure of director’s interest and shareholding”

Resolution to intimation

List of Resolution for which MGT-14 requires to be filed

We have listed Resolutions in 3 Categories, for which Form MGT-14  is required to be filed with ROC-

1. Board Resolutions – Annexure A

2. Special Resolutions- Annexure B

3. Ordinary Resolutions- Annexure C

ANNEXURE- A-  LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

S. No.
LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A.     
To issue securities, including debentures, whether in or outside India. (In case of shares issue of security means issue of Letter of Offer).
B.      
To Borrow Monies.(Borrow Money from any sources including Director)
C.      
To invest the funds of the Company.(Also follow provisions of Section 186)
D.     
To grant loans or give guarantee or provide security in respect of loans. (Also follow provisions of Section 186)
E.      
To approve financial statement and the Board’s report.
F.      
To appoint internal auditors.
G.     
To appoint Secretarial Auditor.
H.     
To appoint or remove key managerial personnel (KMP).{KMP includes (MD, WTD, CEO, CFO & CS)}
I.         
To make Political Contributions.
J.         
To make calls on shareholders in respect of money unpaid on their shares.
K.      
To authorize buy-back of securities under section 68.
L.       
To Diversify the business of the company.
M.    
To approve Amalgamation, Merger or Reconstruction.
N.     
Take over a company or Acquire a controlling or substantial stake in another company.
ANNEXURE- B- LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

S. No.

LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A.     
Section – 8
For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
B.      
Section – 12
Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
C.      
Section – 13
Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
D.     
Section – 14
Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
E.      
Section – 14
Amendment of Articles of a public company for entrenchment of any Provisions.
F.      
Section – 13
Change in name of the company to be approved by special resolution.
G.     
Section – 13(8)
A company, which has raised money from public through Prospectus and still has any unutilized amount out of the 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.
H.     
Section – 27(1)
A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.
I.         
Section – 271 (A)
A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).
J.         
Section – 48(1)
Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
K.      
Section – 62 (1) (c)
Private offer of securities requires approval of company by special resolution.
L.       
Section – 54
Issue of Sweat Equity Shares.
M.    
Section – 66 (1)
Reduction of Share Capital.
N.     
Section – 67(3)(b)
Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees.
O.     
Section – 68 (2)(b)
Buy Back of Shares.
P.      
Section – 71 (1)
A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:

Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.

Q.     
Section – 94
Keep registers at any other place in India.
R.      
Section – 149(10)
Re-appointment of Independent Director.
S.       
Section – 165(2)
Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.

T.       
Section – 180(a)
to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.

U.     
Section – 180(b)
To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.

V.      
Section – 180(c)
to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the Ordinary Course of Business.

W.    
Section – 180(d)
To remit, or give time for the repayment of, any debt due from a director.
X.      
Section – 185
For approving scheme for giving of loan to MD or WTD.
Y.      
Section – 186
Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
Z.       
Section – 196
Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.
AA.                        
Schedule V
Remuneration to Managerial personnel if, profits of company are Inadequate.
BB. 
Section – 271 (1) (b)
Special Resolution for winding up of the company by Tribunal.
CC. 
Section – 271 (1) (b)
Special Resolution for winding up of company.
DD.                        
Rule 7(1) Chapter- I
Conversion of private company into One Person Company.
ANNEXURE- C –  LIST OF ORDINARY RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

S. No.

LIST OF ORDINARY RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A.     
Section – 16
The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.
B.      
Section – 61
A company, if authorized by its Articles, by ordinary resolution, can increase or consolidate its capital or sub-divide or cancel shares not taken up.
C.      
Rule 12(6)
Approval of general meeting for issue of bonus shares
D.     
Section 73(2)
Approval of general meeting for inviting deposits from members.
E.      
Section – 152
Appointment of Director.
F.      
Section –
For consideration of accounts and directors report and report of auditors, declaration of dividend, appointment of director on place of who resign.
G.     
Section – 148(3)
Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting
H.     
Section – 151
Appointment of a Director by small shareholders.
I.         
Section – 152
Appointment of Directors at the first general Meeting.
J.         
Section – 149
Appointment of independent Director.
K.      
Section – 152
Appointment of Director on being proposed by a member or other person with a deposit of rupees one lakh.

Digital locker

Central government has launched a scheme called DigiLocker.
Anyone having an Aadhar card can login to www.digilocker.gov.in and upload scanned copies of all the important documents like 10th marksheet, 12th marksheet, Graduation certificate, electricity bill, PAN, Driving License, Passport etc. So
whenever, you will need those documents (for verification by govt agencies while applying for any service etc), you can directly give your locker number and it is done! No more hassles of carrying those documents and tons of photocopies.

Please use it and share with friends
A very Practical step taken by Government.

Service tax judgment

Today's Judgement Update
Service Tax : Levy of Penalty u/s 76 - mandatory or any discretion is left with the authorities for imposing such penalty - no reason why the Authorities should depart from imposing such penalty as mandated by the provisions of the Act. - HC
Service Tax : Recoversy of service tax - Recovery before adjudication of upon the matter and fixed the quantum of service tax - the recovery which is being made that smacks with arbitrariness - recovery stayed - HC
Service Tax : Commercial Training and Coaching service - Valuation - Amount recovered towards expenses such as textbooks, uniform, medical check-up, insurance etc is not required to be included in the value of taxable services - Tri
Service Tax : Levy of penalty - keeping in view the amendments to the Notification 24/2004 which introduced changes in the definition of vocational training, a fair case is made out before us to hold that there was a reasonable cause for failure to deposit the service tax. - Tri
Service Tax : CENVAT Credit - Input Service Distributor (ISD) - There was no provision that the cenvat credit distributed by the Head Office as input service distributor should be in proportion to the turnover of the factories located at various places. Such restriction, was put after 31.3.2012. - Tri
Central Excise : Transfer of CENVAT Credit - Sale of manufacturing unit alongwith raw material and semi finished goods - It is permitted even to transfer the Cenvat credit to the buyer unit as well as transfer of stock of input - Transfer of credit allowed - Tri
Central Excise : Cenvat credit - Runner Mass in the nature of input or capital goods - Held as Input - Considering it is only a question of interpretation and there is no suppression involved in this case. Therefore, the demand is also hit by limitation. - Tri
Companies Law : Control of Yes Bank - Right to Nominate is not in the nature of a ‘contract of personal service’ and was not limited to the two individuals in question. There is no question of contextual repugnancy - It was unnecessary to include in the Articles a mere ‘right to suggest’; brute strength in shareholding and even mere shareholding would have done as well. It is the right to nominate - HC
Companies Law : The Articles of a company are to it very like what the Constitution is to citizens. Shareholders are truly ‘invested’ in the enterprise: not merely for making profits and earning dividends, but also with a view to ensure that their rights, enshrined in the Articles, are always protected - HC
Companies Law : Rectification in Register of Members - the technical points raised by the Petitioners as to the non-compliance of guidelines for "Good /Bad Delivery" by the Respondent No.1 Company, and non compliance of the Circular of Ministry of Company Affairs do not have much substance - CLB
Companies Law : Rectification in the Register of Members - Section 111 (4) of the Companies Act, 1956 - Shares transferred fraudulently - Doctrine of estoppel - Period of limitation - petitioner has not approached the CLB with clean hands and, therefore, she is not entitled to the reliefs sought for and the petition deserves to be dismissed - CLB
Income Tax : Rule 12 of the Income Tax Rules, 1962 - Now ITR-1 and ITR-4S can be filed where exempted income exceeds ₹ 5000 alongwith Salary Income or House Property Income or Income from Other Sources
Income Tax : Denial of deduction u/s 80IC - no merit in the claim of the assessee vis-à-vis deduction under section 80IC of the Act in respect of the interest received from HIMUDA, interest on IT refunds and award received from Government - however Foreign Exchange Fluctuation Gain we hold that the is directly linked to the business - Tri
Income Tax : The extra shift allowance has to be calculated on the basis of number of days in which the factory had worked for extra shift and not on the basis of individual plant/machinery working an extra shift - HC
Income Tax : Community development expenditure - business is not static and over a period of time, it would include within its fold the care and concern for the society at large which would result in a goodwill being created in its favour leading to better business - expenditure allowed - HC
Income Tax : Transfer pricing adjustment - ALP - selection of comparables - The risk undertaken and the assets employed by a software development company cannot be compared to a BPO company. - Tri
Income Tax : Rejection of books of accounts - Each year have to be examined independently based on facts and materials on record, because, the matter pertaining to rejection of books of accounts are factual issues, which need to be examined every year - Tri
Income Tax : Deduction u/s. 54F - construction of residential property - payment made to builder - construction was not complete in respect - No condition that it should be occupied within the stipulated period - there is no requirement regarding registration and valid title, as a condition for availing exemption u/s. 54F(1) - Tri
Income Tax : Addition on capital gain - invocation of provisions of section 50C - Joint Venture (JV) Since the assessee has not received any consideration in lieu of any transfer of the capital asset, there is no question of any capital gain in the hands of the assessee. Whatever capital gain has arisen, it is only in the hands of Methodist Church in India and not in the hands of the assessee. - Tri
Income Tax : Income from the house property - premises used for the purposes of the business in which he was a partner - annual value is to be determined as per the provisions of section 23(1)(a) being applicable for self-occupied property - rent received in preceding years anyway has no direct relevance in computation of annual value - tri                                         Regards,                                                       Meetesh Shiroya

Types of directors

Types of directors

1. Definition:- As per Section 2(34) of Companies Act 2013 Director means a director appointed to the Board of a Company.2. Responsibility:- The board of directors of a company is primarily responsible for:

i. determining the company’s strategic objectives and policies;
ii. monitoring progress towards achieving the objectives and policies;
iii. appointing senior management;
iv. accounting for the company’s activities to relevant parties, e.g. shareholders.

3. Minimum Directors Required in Company:-

i. One Person Company:- One Director.
ii. Private Limited Company:- Two Directors.
iii.Public Limited Company:- Three Directors.

Maximum 15 directors can be appointed in any format of Company (OPC, Public, Private). Bypassing Special Resolution Company can increase the number of Directors beyond 15. Out of appointed directors one director should be resident in India for more than 182 days in previous calendar year.

iv. Types of Directors:-

1. Residential Director:- As per Section 149(3) of Companies Act,2013 every company shall at one director who has stayed in India for a total Period of not less than 182 days in the Previous calendar year.

2. Independent Director:- As per section 149(6) an independent director in relation to a company, means a director other than a Managing Director, Whole Time Director Or Nominee Director. Companies which have to appoint Independent Director:- As per Rule 4 of Companies (Appointment and Qualification of Directors) Rules,2013 the following class of companies have to appoint atleast two independent directors:-

A} Public Companies having Paidup Share Capital-Rs.10 Crores or More;

B} Public Compnies having Turnover- Rs.100 Crores or More;

C} Public Companies have total outstanding loans, debenture and deposits of Rs. 50 Crores or More.

Person Qualified for Independent Directorship:-

A) Who, in the opinion of the Board , is a person of integrity and possesses relevant experties & experience;

B) i) Who is or was not a promoter of the Company or its Holding, Subsidiary or Associate Company(HSA Companies);

ii) Who is not related to Promoters or directors in the company, its HSA companies;

C) Who has or had no Pecuniary (relating to Money) relationship with Company and its HSA company or their promoters, directors during the 2 immediately preceding financial years or during the current financial year;

D) none of whose relatives has or had pecuniary relationship with company, its HSA company or their Promoters, directors -amounting to 2% or more of its gross turnover or total income; -or fifty lakhs or such higher amount as may be prescibed, whichever is lower. During the 2 immediately preceding financial years or during current financial year.

E) Who neither himself nor any of his relative-

1. holds or has held the position of KMP or has been employee of the Company or its HSA companies in any of the 3 financial years;

2.he or his relative  has an employee or proprietor or a partner in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed- as a auditor firm, Company Secretary in practice, Cost Auditor, Legal Consultant of the company or its HSA companies;

3. Holds with relaives 2% or more of the total voting power of the Company;

4. he or his has not be Chief Executive or Director of any Non Profit Organization that receive 25% of its receipt from the Company or HSA Companies or its Promoters or directors or that NGO holds 2% or more of the total voting power of the Company.

F) Who possesses such other qualification as may be prescribed. Tenure of Director:- an independent director hold office for a term up to 5 consecutive years, -Also eligible for reappointment by passing Special Resolution and also require its reappointment in Boards Report. -He shall not hold office for more than 2 Consecutive terms, but shall not be eligible to appoint after expiration of 3 Years of ceasing to become an independent director. Remuneration to Independent Director:- An independent director shall not be eligible for any stock option as per section 149(9) of Act. But they may receive remuneration by way of fee provided under section 197(5) of the Act. Sitting fees for Board meeting and other committee meeting shall not be exceed Rs. 1,00,000 per meeting.

3. Small Shareholders Directors:- A listed Company may have one director elected by small shareholders. May appoint upon notice of not less than 1000 Shareholders or 1/10th of the total shareholders, whichever is lower have a small shareholder director which elected form small shareholder.  

4. Women Director:- As per Section 149 (1) (a) second proviso requires certain categories of companies to have At Least One Woman director on the board. Such companies are any listed company, and any public company having-

i. Paid Up Capital of Rs. 100 crore or more, or

ii. Turnover of Rs. 300 crore or more.

5. Additional Directors: Any Individual can be appointed as Additional Directors by a company under section 161(1) of the New Act.

6. Alternate Directors:- As per Section 161(2) A company May appoint, if the articles confer such power on company or a resolution is passed (if an Director is absentfrom India for atleast three months).

a. An alternate Director cannot hold the office longer than the term of the Director in whose place he has been appointed.

b. Additionally, he will have to vacate the office, if and when the original Director returns to India.

c. Any alteration in the term of office made during the absence of the original Director will apply to the original Director and not to the Alternate Director.

7. Shadow Director:- A person, who is not appointed to the Board, but on whose directions the Board is accustomed to act, is liable as a Director of the company, unless he or she is giving advice in his or her professional capacity.

8. Nominee Directors:- They can be appointed by certain shareholders, third parties through contracts, lending public financial institutions or banks, or by the Central Government in case of oppression or mismanagement.

9. Difference Between Executive and Non-Executive Director:- An Executive Director can be either a Whole-time Director of the company (i.e., one who devotes his whole time of working hours to the company and has a significant personal interest in the company as his source of income), or a Managing Director (i.e., one who is employed by the company as such and has substantial powers of management over the affairs of the company subject to the superintendence, direction and control of the Board). In contrast, a non-executive Director is a Director who is neither a Whole-time Director nor a Managing Director.