The document provides a summary of various circulars and notifications issued by the Ministry of Corporate Affairs in India between February and August 2011 regarding amendments to the Companies Act of 1956. Key changes include exemptions granted to holding companies from attaching full financial statements of subsidiaries, simplified processes for company incorporation and foreign business establishment, electronic payment of fees, and delegation of additional powers to Regional Directors of the MCA.
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
Key Takeaways:
Salient features of the Bill
Decreminalisation of offences
Initiatives on ease of living to law abiding corporates
Relaxations under various provisions of the Act
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
Budget 2017-18 - analysis of direct tax proposalsoswinfo
No change in tax slabs
The rate of income tax for individuals and HUF within the slab of 2.5 lakhs to Rs. 5 lakhs reduced from 10% to 5%.
Additional surcharge of 10% on the tax payable by a person having total income exceeding Rs. 50 lakhs but not exceeding Rs. 1 crore.
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
Key Takeaways:
Salient features of the Bill
Decreminalisation of offences
Initiatives on ease of living to law abiding corporates
Relaxations under various provisions of the Act
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
Budget 2017-18 - analysis of direct tax proposalsoswinfo
No change in tax slabs
The rate of income tax for individuals and HUF within the slab of 2.5 lakhs to Rs. 5 lakhs reduced from 10% to 5%.
Additional surcharge of 10% on the tax payable by a person having total income exceeding Rs. 50 lakhs but not exceeding Rs. 1 crore.
Key Takeaways:
Appointment of auditors under Singapore Companies Act
Exemption from auditors' appointment
Powers and duties of auditors
Remuneration of auditors
Resignation and removal of auditors
Asia Counsel Insights provide readers a punchy update on legal and business developments in Vietnam.
In this edition, we provide a summary of changes to the hiring of foreign labour; new securities law sanctions and regulations; new regulations on the issuance of corporate bonds.
Key Takeaways
Analysis of definitions in Income tax act and treaties
Taxability under the act and treaties
IRoyalty vs. Business income
Illustrative Cases
Judicial Precedents
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
Key Takeaways:
Important MCA updates announced in 2020
Special measures taken by MCA in view of COVID-19 outbreak
Introduction of CARO 2020
Relaxation of norms for conducting meetings
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
Key Takeaways:
Appointment of auditors under Singapore Companies Act
Exemption from auditors' appointment
Powers and duties of auditors
Remuneration of auditors
Resignation and removal of auditors
Asia Counsel Insights provide readers a punchy update on legal and business developments in Vietnam.
In this edition, we provide a summary of changes to the hiring of foreign labour; new securities law sanctions and regulations; new regulations on the issuance of corporate bonds.
Key Takeaways
Analysis of definitions in Income tax act and treaties
Taxability under the act and treaties
IRoyalty vs. Business income
Illustrative Cases
Judicial Precedents
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
Key Takeaways:
Important MCA updates announced in 2020
Special measures taken by MCA in view of COVID-19 outbreak
Introduction of CARO 2020
Relaxation of norms for conducting meetings
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
The Art & Science of Internal CommunicationsAJ Thomas
In this deck I share my views on Internal Communications for a presentation at the 2014 NCHRA Young Professionals Summit
Title: The Internal Marketer
Topic: The Art and Science of Internal Communications
Description: Have a big initiative coming up? Implementing a new system or program that you need your stakeholders to buy into? But you are HR! How does that work? Internal marketing is inward facing marketing. Internal marketing is used by marketers to motivate all functions to satisfy customers. Yes, this includes employees!
What you get out of this:
Discover the art and science in internal marketing and communications
Learn internal marketing strategies and techniques that will help gain buy-in at any level in the organization
Learn what foundational channels you must cultivate and develop to ensure you get as much bang as possible in your employee communications
Disclosures in Board Report by Trupti Ranjan Mohanty.pptxssuser1b54031
Insights into Disclosures in Board Report: This includes all the broad disclosures required to be given in the Board Report of a Company under Companies Act, 2013 and SEBI Listing Regulations. Various cases/litigations have been referred to indicate the significance of each disclosure.
Presentation on Finance Bill, 2019 covering Major Direct Tax Proposals
Disclaimer - This content is purely for Educational Purpose only. Take Professional consultation before taking any decision based on the contents of this presentation. We shall not be responsible for any loss, whatsoever caused therein.
PAMS Professional Group Monthly NewsLetter -MAY 2020PAMS
Greetings from PAMS Professional Group
Hi friends we all are stranded with the extended lockdown and most of us feeling the pressure of what could happen? To our industry? To our employment? To our finances? Or our fortunes so to speak? When the going gets tough let the tough get going. There is always a bright day after a storm . As we all work from home with social distance please remain updated with what occurs around. We present our monthly newsletter. Hope you will find them useful.
www.ppginternational.com
E book GST Transitional Credits - Disputes & Way ForwardTaxmann
CONTENTS
1. Background of Transitional Provision
2. Practical issues faced in transitional provisions
a) Problems due to the automation process Other reasons
3. The issues in transitional credit can be summarized
as follows:
a) Applicable to all sub-sections (1) to (8) of Section 140.
b) Section 140(1) & (2) – Transfer of closing balance of credit
4.Impact of retrospective amendment in explanation 11
1, 2, and 3 of Section 140.
how to sell pi coins at high rate quickly.DOT TECH
Where can I sell my pi coins at a high rate.
Pi is not launched yet on any exchange. But one can easily sell his or her pi coins to investors who want to hold pi till mainnet launch.
This means crypto whales want to hold pi. And you can get a good rate for selling pi to them. I will leave the telegram contact of my personal pi vendor below.
A vendor is someone who buys from a miner and resell it to a holder or crypto whale.
Here is the telegram contact of my vendor:
@Pi_vendor_247
Poonawalla Fincorp and IndusInd Bank Introduce New Co-Branded Credit Cardnickysharmasucks
The unveiling of the IndusInd Bank Poonawalla Fincorp eLITE RuPay Platinum Credit Card marks a notable milestone in the Indian financial landscape, showcasing a successful partnership between two leading institutions, Poonawalla Fincorp and IndusInd Bank. This co-branded credit card not only offers users a plethora of benefits but also reflects a commitment to innovation and adaptation. With a focus on providing value-driven and customer-centric solutions, this launch represents more than just a new product—it signifies a step towards redefining the banking experience for millions. Promising convenience, rewards, and a touch of luxury in everyday financial transactions, this collaboration aims to cater to the evolving needs of customers and set new standards in the industry.
The Evolution of Non-Banking Financial Companies (NBFCs) in India: Challenges...beulahfernandes8
Role in Financial System
NBFCs are critical in bridging the financial inclusion gap.
They provide specialized financial services that cater to segments often neglected by traditional banks.
Economic Impact
NBFCs contribute significantly to India's GDP.
They support sectors like micro, small, and medium enterprises (MSMEs), housing finance, and personal loans.
How to get verified on Coinbase Account?_.docxBuy bitget
t's important to note that buying verified Coinbase accounts is not recommended and may violate Coinbase's terms of service. Instead of searching to "buy verified Coinbase accounts," follow the proper steps to verify your own account to ensure compliance and security.
what is the best method to sell pi coins in 2024DOT TECH
The best way to sell your pi coins safely is trading with an exchange..but since pi is not launched in any exchange, and second option is through a VERIFIED pi merchant.
Who is a pi merchant?
A pi merchant is someone who buys pi coins from miners and pioneers and resell them to Investors looking forward to hold massive amounts before mainnet launch in 2026.
I will leave the telegram contact of my personal pi merchant to trade pi coins with.
@Pi_vendor_247
Currently pi network is not tradable on binance or any other exchange because we are still in the enclosed mainnet.
Right now the only way to sell pi coins is by trading with a verified merchant.
What is a pi merchant?
A pi merchant is someone verified by pi network team and allowed to barter pi coins for goods and services.
Since pi network is not doing any pre-sale The only way exchanges like binance/huobi or crypto whales can get pi is by buying from miners. And a merchant stands in between the exchanges and the miners.
I will leave the telegram contact of my personal pi merchant. I and my friends has traded more than 6000pi coins successfully
Tele-gram
@Pi_vendor_247
Exploring Abhay Bhutada’s Views After Poonawalla Fincorp’s Collaboration With...beulahfernandes8
The financial landscape in India has witnessed a significant development with the recent collaboration between Poonawalla Fincorp and IndusInd Bank.
The launch of the co-branded credit card, the IndusInd Bank Poonawalla Fincorp eLITE RuPay Platinum Credit Card, marks a major milestone for both entities.
This strategic move aims to redefine and elevate the banking experience for customers.
Financial Assets: Debit vs Equity Securities.pptxWrito-Finance
financial assets represent claim for future benefit or cash. Financial assets are formed by establishing contracts between participants. These financial assets are used for collection of huge amounts of money for business purposes.
Two major Types: Debt Securities and Equity Securities.
Debt Securities are Also known as fixed-income securities or instruments. The type of assets is formed by establishing contracts between investor and issuer of the asset.
• The first type of Debit securities is BONDS. Bonds are issued by corporations and government (both local and national government).
• The second important type of Debit security is NOTES. Apart from similarities associated with notes and bonds, notes have shorter term maturity.
• The 3rd important type of Debit security is TRESURY BILLS. These securities have short-term ranging from three months, six months, and one year. Issuer of such securities are governments.
• Above discussed debit securities are mostly issued by governments and corporations. CERTIFICATE OF DEPOSITS CDs are issued by Banks and Financial Institutions. Risk factor associated with CDs gets reduced when issued by reputable institutions or Banks.
Following are the risk attached with debt securities: Credit risk, interest rate risk and currency risk
There are no fixed maturity dates in such securities, and asset’s value is determined by company’s performance. There are two major types of equity securities: common stock and preferred stock.
Common Stock: These are simple equity securities and bear no complexities which the preferred stock bears. Holders of such securities or instrument have the voting rights when it comes to select the company’s board of director or the business decisions to be made.
Preferred Stock: Preferred stocks are sometime referred to as hybrid securities, because it contains elements of both debit security and equity security. Preferred stock confers ownership rights to security holder that is why it is equity instrument
<a href="https://www.writofinance.com/equity-securities-features-types-risk/" >Equity securities </a> as a whole is used for capital funding for companies. Companies have multiple expenses to cover. Potential growth of company is required in competitive market. So, these securities are used for capital generation, and then uses it for company’s growth.
Concluding remarks
Both are employed in business. Businesses are often established through debit securities, then what is the need for equity securities. Companies have to cover multiple expenses and expansion of business. They can also use equity instruments for repayment of debits. So, there are multiple uses for securities. As an investor, you need tools for analysis. Investment decisions are made by carefully analyzing the market. For better analysis of the stock market, investors often employ financial analysis of companies.
The European Unemployment Puzzle: implications from population agingGRAPE
We study the link between the evolving age structure of the working population and unemployment. We build a large new Keynesian OLG model with a realistic age structure, labor market frictions, sticky prices, and aggregate shocks. Once calibrated to the European economy, we quantify the extent to which demographic changes over the last three decades have contributed to the decline of the unemployment rate. Our findings yield important implications for the future evolution of unemployment given the anticipated further aging of the working population in Europe. We also quantify the implications for optimal monetary policy: lowering inflation volatility becomes less costly in terms of GDP and unemployment volatility, which hints that optimal monetary policy may be more hawkish in an aging society. Finally, our results also propose a partial reversal of the European-US unemployment puzzle due to the fact that the share of young workers is expected to remain robust in the US.
how to sell pi coins on Bitmart crypto exchangeDOT TECH
Yes. Pi network coins can be exchanged but not on bitmart exchange. Because pi network is still in the enclosed mainnet. The only way pioneers are able to trade pi coins is by reselling the pi coins to pi verified merchants.
A verified merchant is someone who buys pi network coins and resell it to exchanges looking forward to hold till mainnet launch.
I will leave the telegram contact of my personal pi merchant to trade with.
@Pi_vendor_247
The secret way to sell pi coins effortlessly.DOT TECH
Well as we all know pi isn't launched yet. But you can still sell your pi coins effortlessly because some whales in China are interested in holding massive pi coins. And they are willing to pay good money for it. If you are interested in selling I will leave a contact for you. Just telegram this number below. I sold about 3000 pi coins to him and he paid me immediately.
Telegram: @Pi_vendor_247
US Economic Outlook - Being Decided - M Capital Group August 2021.pdfpchutichetpong
The U.S. economy is continuing its impressive recovery from the COVID-19 pandemic and not slowing down despite re-occurring bumps. The U.S. savings rate reached its highest ever recorded level at 34% in April 2020 and Americans seem ready to spend. The sectors that had been hurt the most by the pandemic specifically reduced consumer spending, like retail, leisure, hospitality, and travel, are now experiencing massive growth in revenue and job openings.
Could this growth lead to a “Roaring Twenties”? As quickly as the U.S. economy contracted, experiencing a 9.1% drop in economic output relative to the business cycle in Q2 2020, the largest in recorded history, it has rebounded beyond expectations. This surprising growth seems to be fueled by the U.S. government’s aggressive fiscal and monetary policies, and an increase in consumer spending as mobility restrictions are lifted. Unemployment rates between June 2020 and June 2021 decreased by 5.2%, while the demand for labor is increasing, coupled with increasing wages to incentivize Americans to rejoin the labor force. Schools and businesses are expected to fully reopen soon. In parallel, vaccination rates across the country and the world continue to rise, with full vaccination rates of 50% and 14.8% respectively.
However, it is not completely smooth sailing from here. According to M Capital Group, the main risks that threaten the continued growth of the U.S. economy are inflation, unsettled trade relations, and another wave of Covid-19 mutations that could shut down the world again. Have we learned from the past year of COVID-19 and adapted our economy accordingly?
“In order for the U.S. economy to continue growing, whether there is another wave or not, the U.S. needs to focus on diversifying supply chains, supporting business investment, and maintaining consumer spending,” says Grace Feeley, a research analyst at M Capital Group.
While the economic indicators are positive, the risks are coming closer to manifesting and threatening such growth. The new variants spreading throughout the world, Delta, Lambda, and Gamma, are vaccine-resistant and muddy the predictions made about the economy and health of the country. These variants bring back the feeling of uncertainty that has wreaked havoc not only on the stock market but the mindset of people around the world. MCG provides unique insight on how to mitigate these risks to possibly ensure a bright economic future.
US Economic Outlook - Being Decided - M Capital Group August 2021.pdf
MCA Circulars And Notifications Mca
1. MCA CIRCULARS & NOTIFICATIONSISSUED FROM 3RDFeb, 2011 till 10th Aug, 2011 CS MamtaBinani(mamtabinani@gmail.com) Practising Company Secretary & Immediate Past Chairperson of ICSI-EIRC
2. Direction under Section 212(8) of the Companies Act, 1956 (eff on or after 31.3.2011) Exemption granted u/s 212(8) - Balance Sheet of Holding Company to include certain particulars in respect of subsidiary companies and need not attach full balance sheet. CONDITIONS TO BE SATISFIED: BR approving non-application of provisions of section 212. Consolidated financial statements to be provided. Annual accounts of the subsidiary cos. to be kept for inspection by any shareholders in the head office of the holding company. Holding as well as subsidiary co. to regularly file such data to the various regulatory & Govt authorities as may be required by them. Indian rupee equivalent of foreign currencies to be given. Unlisted companies can also avail the same, provided they follow the conditions.
3. Continued… Most Importantly The company shall disclose in the consolidated balance sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend;
4. Exemption under Section 211 of Companies Act 1956 Exemption granted to PUBLIC FINANCIAL INSTITUTIONS from disclosing INVESTMENTS in Balance Sheet. Changes applicable w.e.f. 31.03.2011 Conditions Investment in immovable property, Partnership firms, sub cos. and unquoted investment to be completely disclosed. Value of quoted investment to be provided category wise.
5. Exemption under Section 211 of Companies Act 1956 Exemption granted to certain class of cosfor disclosing certain information in their P&L A/c Changes applicable w.e.f. 31.03.2011 Conditions Consent of BoD to be obtained. Notes to contain that “Exemption has been granted”. Accounts to present true and fair view.
6. AMENDMENT IN SCHEDULE XIII Prior approval of Central Government required for payment of remuneration exceeding the ceiling limit of Rs. 48,00,000/- p.a. or Rs. 4,00,000/- p.m. only in case of LISTED COS./SUBSIDIARIES OF LISTED COMPANIES. Separate meaning of remuneration committee for listed and non listed cos. Prior to the amendment, approval was required for all public companies and there was only singe explanation for remuneration committee.
7. Online Payments in MCA No off line payments > or = Rs.50000 With effect from 29.05.2011, in following cases challan mode for payment is allowed for amount less than Rs. 50,000/-: 1. Payment to “Investor Education and Protection Fund‟ through “Pay Misc. fee” functionality. 2. Any payment made by user having category as “Official Liquidator (OL)” office. 3. Any payment made by user having category as “MCA employee”.
8. Revised Schedule VI Framed as per the existing non-converged Indian Accounting Standards notified under the Companies (Accounting Standards), Rules, 2006 Nothing to do with the converged Indian Accounting Standards. Shall be effective from 01.04.2011
9. Commission to Non WTD u/s 309(4)(b) Clarification provided regarding payment of commission to non-whole time directors u/s 309(4)(b). Commission within the following limits not to require CG approval: 3% of net profits in case in company does not have MD/WTD. 1% of net profits in case company has a MD/WTD
10. Simplified Process of Incorporation Company Incorporation (Form 1) Business Establishment by Foreign Cos (Form 44) Steps initiated for reducing timelines for approval of incorporation. Form 18 and 32 put under STP mode. Incorporations forms to be given highest priority for approval. Average time to approve incorporation proposed to be ONE DAY!
11. Electronic Payment of MCA Fees Mode of payment of fee on MCA reviewed to cut timelines. Offline Challans banned for amounts below Rs. 50,000/- For payments above Rs. 50,000/- all existing modes available till 01.10.2011. After 01.10.2011, all payments to be made online only.
12. Delegation of Powers to RD Powers and following sections delegated from CG to RD Section 22, 224(3), 224(4), 224(7), 224(8)(a), 297(1) Proviso, 394-A, 400, 439(5)2nd Proviso, 439(6), 496(1)(a), 508(1)(a), 551(1), 555(7)(b), 555(9)(a) Proviso, 610(1) Proviso, 627
13. Prosecution of Directors Clarification regarding prosecution of independent, non executive and nominee directors. Directors not to be held liable for any violation by company without their knowledge/where he has acted diligently. Special care and vigilance to be exercised in prosecution of these directors by ROC. Form 32, DIN database and Annual Returns to be scrutinized for verification. “Officers in Default” for Sections 209, 211 and 212 clarified.
14. XBRL Mandate XBRL introduced for filing of Annual Report effective 31.3.2011 onwards XBRL made mandatory for following companies (Phase I): All Cos listed in India and their subsidiaries (including overseas subs). Companies having paid up capital of Rs. 5 Crore and above /Turnover of 100 Croreor above. Banks, Insurance, Power Cos, NBFCs & their overseas subsidiaries excluded For filing up to 30.11.2011, no additional fee (Phase I Cos.)
15. Particulars of Employees Cos (Particulars of Employees) Rules , 1975 Amended Sec 217(2A) read with Sec 642(1)(a) Earlier 24 lacs per annum or 2 lacs per month Now 60 lacs per annum or 5 lacs per month Applicable to all Directors’ Report approved by Board after 1.4.2011
16. Companies Amendment Regulations, 2011.Regulation 2(d) of Companies Regulations, 1956 modified. UT of “Andaman & Nicobar Islands” shifted from Eastern to Southern Region. Name of UT Pondicherry changed to “Puducherry”. The following States of “Assam”, “Arunachal Pradesh”, “Nagaland”, “Meghalaya”, “Mizoram”, “ Manipur:, “Tripura” have been shifted under the NEW North Eastern Region Directorate, headquarter at Guwahati. Earlier these were under the Eastern Region. The following States of “Gujarat”, “Rajasthan”, “Madhya Pradesh”, “Chattisgarh” and UT of “Dadra and Nagar Haveli” have been shifted under the NEW North Western Region Directorate, headquarter at Ahemdabad. Earlier these were under the Western Region.
17. Director's Relatives (Office or Place of Profit) Amendment Rules, 2011. Rule 3 of Director's Relatives (Office or Place of Profit) Rules modified. Monthly Remuneration, in case of appointment of relatives of directors with approval of CG, raised from Rs. 50,000/- to Rs. 2,50,000/- Rule 7 of Director's Relatives (Office or Place of Profit) Rules modified. The requirement of approval by a “Selection Committee” in case of Public Company confined only to LISTED COMPANIES.
18. Allottment of DIN DIN 1 e-form can be signed digitally Immediate approval through PCS, PCA, PCWA PAN is now Mandatory Users to update PAN by filing DIN-4 e-form by 31st May, 2011 now extended till 30.9.2011 Non Compliance –Din Disablement, Heavy Penalty
19. Cerification of e-forms by PractisingProfessionals Number of e-forms brought under STP mode. Professionals submitting/certifying the form will be held responsible. Responsibility also extended to docs filed under XBRL . Action will be taken on professionals on the basis of complaints received for alleged wrong submissions: Quick enquiry by RD. Professional will be given time for explanation. Report will be submitted to E-governance cell of MCA. Cell will inform the concerned institute to complete enquiry within 1 month. Professional will be debarred from entering MCA for 30 days. MCA to take final decision.
20. Revised Procedure for appointment of Cost Auditor w e f 1.4.2011 Cost auditor appointed to be a member of ICWA institute. Audit Committee/Board of directors (for cos. where audit committee is not mandatory) to assume complete responsibility for appointment of cost auditor. E-form 23C to be filed within 90 days of appointment. Form deemed to be approved if no objection raised by CG within 30 days Company to communicate appointment to the auditor within 30 days of approval of e-form 23C. Auditor to confirm appointment to CG within 30 days of receipt of appointment letter. E-form for this is under development. Details about the cost audit and auditor to be disclosed in annual report. Penalty: For company and officers in default – As per section 642 and 209 For Cost Auditor – Rs. 5000/-
21. Procedure for Amalgamation of Government Cos. u/s 396 simplified Conditions Cabinet approval to be obtained by the Govt. Company applying for amalgamation. Unanimous approval of all shareholders required for passing resolution for amalgamation. 30 days Notice (in writing) of the general meeting to be served on all members and creditors. All creditors to assent for the amalgamation or at least 90% to assent and others to provide NOC for amalgamation. Copy of resolution passed by both the companies and copy of cabinet decision to be submitted to CG. Govt. order to be sufficient conveyance of transfer of assets and liabilities. ROC to strike off name of the dissolved company as applicable. Circular not to prevent Govt. Companies from applying for amalgamation u/s 391-394 to CG.
22. Green Initiatives Deptt of PO discontinued UCP (23.2.2011) Sending of Notice/other documents through e-mail permitted. Conditions Company to obtain email address of all shareholders In case e-mail of any share holder not registered, then notice to be served through other modes specified u/s 53.
23. E-forms 2, 3, 18, 23C, 24A, & 32 E-Forms 2, 3, 18, 23C and 32 stand revised w.e.f. 01.05.2011 . Change in Form 2 – Point No. 9 has been inserted which reads as “Whether copy of valuation report or properties/rights and shares has been enclosed as an attachment.” Changes in Form 3 – In last page, verification column, provision has been created for providing Board Resolution Number, DIN of the person signing the form on behalf of the company and membership/CP no. of the practicing professional certifying the form. Change in form 18 – The provision of choosing language – Hindi/English has been removed. Changes in form 32 - The provision of choosing language – Hindi/English has been removed. The category independent
24. Sending of Annual Report thru Email Conditions Company to obtain email address of all shareholders Annual report to be displayed on website of the company and published in two newspapers – one in English and one in vernacular language. In case e-mail of any share holder not registered, then annual report to be served through other modes specified u/s 53. Physical copy to be sent free of cost in case any member insists for the same.
25. ROC to mark a Co as having Mgmt Dispute ROC to mark company as having management dispute only on reference by Court/CLB. ROC is party to the case and stay/injunction has been ordered by Court/CLB. In case ROC is not a party and no order copy has not been served on ROC – Party’s responsibility to comply with the order
26. E-form 32 Form 32 brought under STP mode. Certifying professional under responsibility for correctness of data provided in the form. Dispute, if any, to be settled in a court of competent jurisdiction.
27. Electronic Voting Another Step towards paper less compliance. Secured Electronic voting promoted through this circular. Agency appointed by a company for electronic voting should be approved by MCA. NSDL and CDSL approved by MCA subject to their obtaining certificate from STQC Directorate.
28. Companies Amendment Regulations, 2011 Power of RD delegated to the RoC in respect of licensing of Companies under section 25 Replacements made in Regulations 3,5,7,9 and 14 of part B of the Companies Regulations, 1956, and in annexure III and IV Regulation 11, 12 and Annexure II shall be omitted
29. Clarification-Sec 2951(d) and (e) Approval required only is conditions specified in the said sections are triggered. Facts of the case to be clearly stated in the application for approval. Section 295(1)(d) and (e) contains the following conditions: Public Company to obtain previous approval of Central Government before making any loan/giving guarantee/providing security in connection with loan made by or to any other person by: Any Body corporate of which at least 25% voting rights is held by any director(s) Any Body corporate, the BOD of which is under instructions of the Boards of the lending company
30. Participation of Shareholders in GM through electronic mode Shareholders permitted to attend general meetings through video conferencing. Conditions Company and all participants to have video conferencing facility Chairman and Secretary to assume all responsibilities for safeguarding the integrity and maintenance of the facility and records Notice to contain information about video conferencing facility Chairman and quorum to be physically present at the venue of AGM Section 166 to be complied regarding venue of the general meeting Listed companies to provide video conferring facility in at least five placed in India covering the top five States/UTs (based on maximum number of members) or covering 1000 members, whichever is more.
31. Electronic Participation in Board & Committee Meeting Company and all participants to have video conferencing facility Every director to attend at least one meeting personally in a financial year, Chairman and Secretary to assume all responsibilities for safeguarding the integrity and maintenance of the facility and records Notice to contain information about video conferencing and seek confirmation from directors for participation in electronic/physical mode. Roll Call to be made at the start of the meeting by Chairman/Secretary Venue of the meeting will be taken as the place where Chairman/Secretary is sitting The Chairman/Secretary to assume responsibility and roll call in case voting is required Chairman to summarize the decisions taken in the meeting Video recording to be preserved for at least a year. Registers requiring signature of directors will be deemed to be signed is consent of the respective director is accorded Minutes to contain mode of participation of each director
32. Electronic Issuance from ROC MCA's another step towards "Green Initiative" All Certificates and standard letters issued by the ROC will now be issued electronically. Will be issued under the digital signature of ROC Proposed to commence from 30th June 2011.
33. LLP LLP Designated as Body Corporate Only for the limited purpose of Section 223(3)(a) and therefore LLP of CA can be appointed as Statutory Auditors of the Company LLP of CA acting as Statutory Auditors not to be a body corporate
34. Sec 108A to 108I Sections 108A to 108I of the companies Act, 1956 repealed. The said sections dealt with Restrictions on acquisition/transferability of shares in certain cases. Sections repealed as MRTP Act repealed.
35. Further Amendment in Sch XIII In Schedule-XIII, in Part 11, in Section 2-(i) in sub-Para (C), after fourth proviso, the following proviso shall be inserted, namely :- "Provided further that approval of the Central Government is not required for a subsidiary of a listed company, The Remuneration Committee and Board of Directors of the Holding Company give their consent for the amount of remuneration of the applicant and for the said amount to be deemed as remuneration paid by the Holding Company for the purpose of Section 198 of the Companies Act, 1956; The remuneration of the applicant is approved by the Holding Company in the general meeting; If the remuneration of the applicant is deemed to be remuneration paid by the Holding Company; and All the members of the subsidiary are bodies corporate. Provided that a listed company or a subsidiary of a listed company shall not require Central Government approval for payment of remuneration to its managerial personnel, if the remuneration is fixed by BIFR."
36. Postal Ballot Green Initiative Continues Postal Ballot permitted through Electronic Mode
37. Settlement of Prosecution Cases by Ministry To Organize LokAdalats. To Review all pending cases with Regional Director. To advise RoC to review pending prosecution cases with reference to circulars issued by the Ministry available at MCA Portal and to submit report with their recommendation through Regional Director. To Advise ROCs be advised to review prosecutions filed against nominee/independent directors so as to withdraw the cases where nominee/independent directors were not liable. All ROCs be advised to review all the prosecutions filed for non-filing of statutory returns/reports u/s 159, 162, 220 of the Act where the companies/directors are not available/traceable and no public interest is involved in defaulting companies. For this purpose, public interest is presumed to be involved where the company is listed or public deposits have been accepted, debentures have been issued, or secured loans issued to banks or financial institutions etc.,
38. Cost Audit Report Rules 2011 Companies (Cost Audit Report) Rules, 2011 notified. Applicable to all cos. for which Cost Audit has been ordered by CG under Section 233B Procedure for appointment of Cost Auditor notified vide General Circular No. 15/2011 Form of Audit Report notified vide this circular. Report to be filed by auditor within 180 days of close of FY to CG.
39. Cost Accounting Record Rules Applicable to following cos. – Cos. engaged in production, processing, manufacturing, or mining activities, and Networthexceeds Rs. 5 Crores or Turnover exceed Rs. 20 Crores or Listed cos. Above companies to obtain compliance report from Cost Auditor (member of ICWAI) Format of report has been provided Report to be filed within 180 days of close of FY to CG. Proper cost accounting records to be maintained.
40. Dematerialisation of Certificates Draft Companies (Dematerialization of Certificates) Rules, 2011 notified. Comments can be sent to MCA till 30.06.2011 on the above draft. Shall come into force from 1st October 2011. Applicable to All Public Limited Companies which raise money by issue of shares, Debentures, accepting public deposits, stock, bond etc., shall issue certificate for receipt of such deposit in Dematerialised form only. Companies falling in above category have to convert their existing certificates in Demat form by 30.09.2011
41. Company Law Settlement Scheme All Annual filing forms, viz. 66, 21A, 20B and 23AC & 23ACA, due upto 30.06.2011, can be filed with payment of 25% of the fee. Immunity can be taken in respect of non-filing prosecution cases after the filings have been done and by filing the requisite form.
42. Changes in Forms 23AC & 23 ACA One change has been brought about in both the forms, i.e., type of industry has been added, primarily to check whether the company falls within the category of exempted companies required to file their financials in XBRL mode.
43. Integration of DIN & DPIN Single id number to an individual for acting as a Director or Designated Partner W.e.f 9.7.2011, no fresh DPIN will be issued. If a person has been allotted DIN, the said DIN can be used as DPIN and vice versa. In case a person has been issued both DIN and DPIN, the DPIN will stand cancelled and DIN will be used for all purposes under Companies Act and LLP Act
44. Name Availability Guidelines, 2011 Form 1A Fee has been raised to 1000/- Form to be auto approved if certified by a practicing professional Search facility made more vibrant so as to check any resemblance of name of a company or a LLP Several new verification checkpoints introduced
45. CG Approval Waiver-Managerial Remuneration Applicable to Listed Companies & its subsidiries No approval of Central Government will be required to be obtained if the concerned managerial person satisfies the conditions prescribed
46. Online incorporation of companies within 24 hours Option made available w.e.f 11th August, 2011 Digital Incorporation Certificate can be generated online immediately Lot of responsibility on certifying professional Opportunity for a certifying professional Penal Action for both promoter and professional in case of wrong undertaking and certification
47. Simplified Procedures-Delegation of Certain Powers to ROC Proposed Changes to be soon introduced Inter State Shifting of Registered Office Rectification of Register of Charges u/s 141 Delegation of Powers from CLB to ROC
48. Online Sec 297 Approval Online application introduced New e-form introduced Government to rely on the declaration and certification made by the company, its directors and the certifying professional
49. Scheme of Arrangement & Amalgamation Guidelines to RD & ROC issued by MCA in respect of Timelines Process to be followed Issues to be examined
50. Winding up Cases MCA wants to introduce best practices Directions issued to Ols Related Directions issued to RDs and ROCs All Winding up cases to face scrutiny inspection and investigation now Strong monitoring mechanisms to be introduced