Laminating Property Documents & Other Certificates

 
Most of us are tempted to get the documents laminated so as to preserve them.

"We had our property documents laminated for their safe keeping. This was years ago.

Recently we tried for a bank loan by mortgaging the property docs. At the final stage of verification of original documents, the Bank Lawyer flatly refused even to look at the documents saying that they are laminated. The reason being that, since they are laminated, the original documents cannot be differentiated from the colour photocopies. Appears, it was a hard learned truth as the Bank was duped by the colour photocopies of the original documents, duly laminated and presented.

We were asked to get the documents de-laminated ! else forego the loan.

The concept of de-laminating was something like "OMG, Is it possible ?" to us. We started searching those who can de - laminate documents.

The internet gave us the address of one at Lahore in Pakistan. That apart, we got another person in Bangalore who quoted Rs 3500 per document, with 20 documents on hand, we were looking at cool 70 K for de -lamination. We were about to be robbed.

At last we could find some one at Mysore who agreed for Rs 500 per paper. We rushed to Mysore from Bangalore, got them done. The whole experience has left us with lot of knowledge.

We have a lesson here.

 Pl do not laminate the original property documents. The Banks will not touch them. No loans can be taken on them. Even the buyers would hesitate at the time of sales. Further, Please be careful while receiving such laminated documents in a transaction. Whilst browsing, I have also come across where the people have run into Visa problems while submitting the laminated mark sheets, degree certificates."

Note:

Please find the professional delaminator @ http://www.delaminatorsindia.com/

Sd not allowed under Companies Act , 2013

Henceforth Sd/- not allowed for ROC filing purpose:

As per Rule 8(6) of the Companies (registration Offices and Fees), Rules, 2014  

'Scanned image of documents shall be of original signed documents relevant to the e-forms or forms and the scanned document image shall not be left blank without bearing the actual signature of authorised person'.

The professional , who carried out annual filing of the clients shall ensure upload the e forms only  signed documents  as attachment.

Points to be noted from ICSI Webinar on 8th October 2015

A webinar was conducted on e-filing of MGT-7 for the benefits of the professionals by ICSI wherein officials from MCA were also present. After going through the webinar, I am summarising below some important points which would be useful for fellow professionals while e-filing of Form MGT-7. Some useful information on ADT-1 is also provided.

1) ADT-1 is not required to be filed in case of ratification of Auditor appointment. SRN of GNL-2 is a valid SRN required to be disclosed while filling AOC-4. The same has been enabled by MCA in the said form.

Challenges still exist in cases of first auditor appointment in Board Meeting and also those appointed by CAG where ADT-1 is not mandatorily required to be filed. MCA has been appraised & taken note of it. Shall look into the matter.

2) Non-promoter, non-public shareholding to be disclosed in the "Others" category either under Public or Promoter with a suitable note/disclosure that these are not Public/Promoter in case of MGT-7. This is required because technically, the pre-scrutiny option matches the shareholding pattern with paid up capital while filing MGT-7. Till such time, MCA revises it, the same shall have to be done.

Shareholding Pattern in MGT-7 (unlike MGT-9 only requires equity break up) requires filling up information on both Equity & Preference Shareholding.

3) The registered office address and the details of type of company, category of the company and the sub-category of the company are dynamic in nature. The caution is even if the current details are filled in here but not filed as required in the Act, the master data will not change and neither will it be considered as duly complied.

 For example, if the registered office address is changed here, it will be allowed but the master data will keep on reflecting the old address unless INC-22 is filed for the same.

4) The email id of the Company and the telephone number though will be updated in the master data, as filled in MGT-7. The MCA updates the email id and telephone number on the basis of the last data filled in, in the columns of email id and telephone number. It is also advised that these data should be absolutely correct, valid and running. Professionals should desist from giving their personal email id and telephone number. In the column of telephone number, even mobile number is allowed to be filled in.

5) The para asking for the 'Principal Business Activities of the Company', should be filled in with the assistance of the annexure in the help form. The codes, both the main activity group and the business activity has been laid there for ready reference. The companies have to lay down the description of all their business activities in descending order. To illustrate, if one business activity is generating 9% of the total turnover of the company and the second is generating 5% of the total turnover and the third is generating 2% and so on...then the presentation should be made in the order starting from 9%. 

Trust you shall find the above information useful.

Sebi case law

SEBI vide its order dated August 19, 2015 imposed a penalty of Rs. 10 lakhs on the Director of Manappuram Finance Limited for breach of SEBI (Prohibition of Insider Trading) Regulations. The brief facts of the case are as follows :

1. The wife of the Directors sold shares of the Company without seeking pre-clearance from the Compliance Officer.

2. The Director submitted that 

(i) his wife was financially independent 

(ii) trading without pre-clearance was only a technically slip that would not warrant any penalty - an opinion from reputed law firm was also submitted to support these views.

 (iii) he had discussed at the board meeting of the Company about the intention of his wife to sell the shares of the Company.

3. SEBI observed and ruled that 

(i) financial independence is immaterial in case of spouse 

(ii) trading without pre-clearance is a violation of regulation and hence penalty would follow 

(iii) the discussion of the wife proposed trade at the board meeting is not substantiated with agenda or minutes of the meeting and 

(iv) penalized the Director for violation of Regulations and Internal code of conduct.

Key Take away : Personal Transaction Policy and SEBI Insider Trading norms need to be followed in letter and spirit. SEBI does not take into account any technicalities or intention of the parties. You may note that the Director in this case was about 90 years old retired civil servant without any blemish but still had been penalized for the unintentional error.

Legal profession is not a commercial Activity

Legal profession is not a commercial activity -

The Hon'ble Supreme Court of India had given a Judgement that " Running of office by an Advocate in a building cannot be termed as Commercial activity" in decided case between Chairman, M.P. Electricity Board and Ors. Versus Shiv Narayan and Anr. 

In the given case it is decided that Law practice is not a commercial activity or trade. Hence electricity rates fixed for Commercial user cannot be charged.

READ THE FULL CASE LAW HERE:

http://law.geekupd8.com/2015/03/Legal-profession-is-not-commercial-activity-Running-of-office-by-an-Advocate-in-a-building-cannot-be-termed-as-Commercial-activity-Electricity-rates-fixed-for-Commercial-user-cannot-be-charged.html?m=1

To be lucky

Good Research on  Definition of Lucky and Unlucky. Worth to read and re-read and re-read whenever we feel we are Unlucky...
                           

 Why some people have all the Luck ?  

Why do some people get all the luck while others never get the breaks they deserve?

A psychologist says he has discovered the answer.

Ten years ago, I set out to examine luck. I wanted to know why some people are always in the right place at the right time, while others consistently experience ill fortune. I placed advertisements in national newspapers asking for people who felt consistently lucky or unlucky to contact me. Hundreds of extraordinary men & women volunteered for my research & over the years, I have interviewed them, monitored their lives & had them take part in experiments.

The results reveal that although these people have almost no insight into the causes of their luck, their thoughts & behaviour are responsible for much of their good &  bad fortune. Take the case of seemingly chance opportunities. Lucky people consistently encounter such opportunities, whereas unlucky people do not.

I carried out a simple experiment to discover whether this was due to differences in their ability to spot such opportunities. I gave both lucky and unlucky people a newspaper, and asked them to look through it & tell me how many photographs were inside. I had secretly placed a large message halfway through the newspaper saying : "Tell the experimenter you have seen this and win $50." This message took up half of the page & was written in type that was more than two inches high. It was staring everyone straight in the face, but the unlucky people tended to miss it & the lucky people tended to spot it.

Unlucky people are generally more tense than lucky people, and this anxiety disrupts their ability to notice the unexpected. As a result, they miss opportunities because they are too focused on looking for something else. They go to parties'; intent on finding their perfect partner & so miss opportunities to make good friends. They look through newspapers determined to find certain types of job advertisements & miss other types of jobs.

Lucky people are more relaxed & open, and therefore see what is there rather than just what they are looking for. My research eventually revealed that lucky people generate good fortune via four principles. They are skilled at creating & noticing chance opportunities, make lucky decisions by listening to their intuition, create self-fulfilling prophesies via positive expectations, and adopt a resilient attitude that transforms bad luck into good.

Towards the end of the work, I wondered whether these principles could be used to create good luck. I asked a group of volunteers to spend a month carrying out exercises designed to help them think & behave like a lucky person. Dramatic results ! These exercises helped them spot chance opportunities, listen to their intuition, expect to be lucky, and be more resilient to bad luck. One month later, the volunteers returned & described what had happened. The results were dramatic : 80% of people were now happier, more satisfied with their lives & perhaps most important of all, luckier.

The lucky people had become even luckier & the unlucky had become lucky. Finally, I had found the elusive "luck factor".

Here are Professor Wiseman's four top tips for becoming lucky: 

1) Listen to your gut instincts - they are normally right 

2) Be open to new experiences and breaking Ur normal routine 

3) Spend a few moments each day remembering things that went well 

4) Visualize Urself being lucky before an important meeting or telephone call. 

Have a Lucky day and work for it... "

The happiest people in the world are not those who have no problems, but those who learn to live with things that are less than perfect."

" There is a great difference  between "worry"  &  "concern", 

A worried person only sees the problem & a concerned person solves the problem..!"

TO BE LUCKY OR UNLUCKY - it is by  practice and choice.

****

The above articles is an excerpts of research By Professor Richard  Wiseman, University of Hertfordshire..

Secretarial Audit

Secretarial Audit for Big Companies is introduced Under Companies Act, 2013. Section 204 of the ACT Specifying the applicability of the Audit. Here is list  of first set of required documents from the client before the commencement of the Secretarial Audit :-

1.Latest Memorandum of Association & Articles of Association and Annual Report.

2.Notice of all the Meetings.  if notice is sent through electronic mode, email Copy sent to the Directors of the Company.

3.Minutes of the Board Meetings.

4.Minutes of the Audit Committee Meetings.

5.Minutes of the Stakeholder Relationship Committee.

6.Minutes of the Nomination and Remuneration Committee Meetings.

7.Minutes of Corporate Social Responsibility Committee.

8.Minutes of all other Committee Meetings, if any.

9.Minutes of Annual General Meeting as well as Extra Ordinary General Meetings.

10.Notice and Minutes of Resolutions passed through postal ballot process.

11.Notice and Resolutions passed through circulations.

12.All the Statutory Registers.

13.Any Disclosure Received from Directors in accordance with Section 184 of the Companies Act, 2013. (Form MBP-1 of all directors).

14.Auditors Consent for Appointment/Re-appointment.

15.Letters under Section 164(2) read with Rule 14(1) from the Directors(DIR-8).

16.Copies of Form CHG 4 (Satisfaction of Charge) and CHG 5(Memorandum of Satisfaction of Charge).

17.Correspondence file with the Registrar of Companies.

18.Correspondence file with the Stock Exchanges.

19.Correspondence file with the Directors of the Company.

20.Annual General Meeting File if any.

21.Details of Complaints received from shareholders.

22.Compliance of Clause 16, 17, 20, 35,35B, 41 and 49 of the Listing Agreement.

23.Statement of Account of Remuneration & other benefits  paid to the Directors.

24.Any Remuneration paid to any relative of Director as per Section 188 of the Companies Act, 2013

25.Statement of Account of Sitting Fees paid to the Directors.

26.Statement of Account of Loans and Advances given.

27.Statement of Account of Investment made.

28.Investments made/ Fixed Assets Purchased are they in Company’s name?

29.Statement of Account of Loans and Advances taken, whether secured or unsecured.

30.Details of Public Deposit Accepted, if any.

31.Details of surety or guarantee provided. if any.

32.Details of Amounts transferred to Investor and Education Protection Fund(IEPF).

33.Statements of Dividend Reconciliation.

34.Any Show Cause Notice received from ROC / Stock Exchanges / SEBI.

35.Details of Compliance of Code of Conduct in terms of the Insider Trading Including Closing of Trading windows.

36.Details of Compliance of Take Over code in terms of SAST Provisions.

37.Whether any Loan or guarantee given to foreign subsidiary or Joint venture company.

38.Details of Stock option given to the employees of the Company.

39.Details of Stock option Converted into equity shares of the Company.

40.Any issue of Capital (Right issue, Preferential Issue, Bonus Issue, IPO/FPO), Details of it.

41.List of Other Laws applicable specifically to the Company and Compliance Mechanism of the same.

42.Agreement between the Company and Registrar and share Transfer Agent.

43.The details of Compliance Mechanism of Labour Laws i.e. for examining and reporting whether the adequate systems and processes are in place to monitor and ensure compliance with general laws like Labour laws, Competition law, Environmental laws.