Register to be Maintained under Companies Act, 2013:
Register of sweat equity shares.( Section 54 and Rule 8(14)of Companies) [Share Capital and Debentures Rules,2014]
Register of Employee Stock Options. [Section 162(1)(b) Rule 12 of Companies(Share Capital and Debentures) Rules,2014]
Register of securities bought back. [Section 68(9) and Rule 17(12) of companies (Share Capital and Debenture) Rules, 2014]
Register of deposits. [Section 73 and Rule 14 Companies (Acceptance of Deposits) Rules,2014]
Register of charges. [Section 85 and Rule 7 of Companies (Registration of Charges) Rules2014]
Register of members. [Section 88(1)(a) and Rule 3 of Companies(Management and Administration) Rules, 2014
Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies (Management and Administration) Rules, 2014]
Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies (Management and Administration) Rules, 2014]
Foreign register. [Section 88 (4) and Rule 7 of Companies (Management and Administration) Rules, 2014].
Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies (Share Capital and Debentures) Rules,2014]
Register of Significant beneficial owners in a company. (Section 90 of Companies Act).
Register of Postal Ballot. [Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
Books containing minutes of General Meeting and of Board and of Committees of Directors. [Section 118]
Register of Directors/ Key Managerial Personnel. [Section170(1)]
Register of investments in securities not held in company’s name. [Section 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules,2014]
Register of loans, guarantees given and security provided or making acquisition of securities (Section186(9) and Rule 12 Companies (Meetings of Boards and its Powers) Rules2014
Register of contracts with companies/firms in which directors are interested. [Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers) Rules,2014]
List of Statutory Registers under Companies Act 2013Megha Aggarwal
The document outlines 12 statutory registers that companies are required to maintain under the Companies Act, 2013 and related rules. For each register, it provides the name, applicable section/rule, companies required to maintain, timeline for entries/preservation, and authentication requirements. The registers include the register of charges, loans/guarantees provided by the company, investments not held in company's name, contracts with related parties, members, debenture/security holders, renewed/duplicate share certificates, sweat equity shares, employee stock options, shares bought back, deposits accepted, and directors/KMP and their shareholdings. Most registers must be authenticated by a director/company secretary and preserved permanently at the registered office.
This document discusses various annual and ongoing compliance requirements for companies under Indian company law. It outlines requirements such as appointing a whole-time company secretary for companies with a paid-up capital of Rs. 2 crore or more, filing annual financial statements and returns within 30 days of the annual general meeting, maintaining various statutory registers, and event-based compliances for activities like changes to the board of directors or share capital. It emphasizes the importance of compliance and having a systematic approach to ensure all legal obligations are met, noting that failure to comply can result in penalties like companies being struck off the register for not filing returns or accounts for 5 consecutive years.
This document outlines penalties under the Indian Companies Act for various offenses. It provides a table with 34 sections listing the nature of the offense, applicable penalty, and persons held responsible. Penalties include fines from Rs. 500 to Rs. 50,000 per day and imprisonment up to 5 years for offenses such as failing to hold annual general meetings, not filing annual accounts, improper financial reporting, accepting deposits over limits, and prospectus violations. The document emphasizes that knowledge of company law and potential penalties is essential for company directors and officers to avoid legal issues arising from non-compliance.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to meetings of creditors and contributories, advisory committee and Audit of Company Liquidator's accounts under winding up as enshrined in Companies Act, 2013.
This document lists various forms prescribed under the Companies Act, 2013 in India. It outlines the forms required for incorporation of companies, registration of charges, annual filings, appointment and resignation of directors and auditors, related party transactions, and other company law compliances. It also provides contact information for assistance in filing any of these forms. In total, it references over 50 forms across various chapters of the Companies Act that must be filed with the Registrar of Companies for compliance purposes.
U/S 224(7) Companies Act, 1956 outlines the process for removing an auditor before the expiration of their term. An auditor appointed at an AGM can only be removed via a shareholder resolution at an EGM with the previous approval of the Central Government. The steps include: giving 14 days notice by a shareholder, obtaining eligibility certification for a new auditor, passing board resolutions, intimating the auditor in writing, holding an EGM to pass removal and appointment resolutions, applying to the Regional Director with supporting documents, and notifying the new auditor upon approval.
Validity of Notice Issued for Income Escaping Assessment - Analysis of SC RulingDVSResearchFoundatio
Key Takeaways:
- Facts of the Case
- Issues Raised by the Department
- Contentions of the Revenue and Assessee
- Analysis and Ruling given by the Supreme Court
List of Statutory Registers under Companies Act 2013Megha Aggarwal
The document outlines 12 statutory registers that companies are required to maintain under the Companies Act, 2013 and related rules. For each register, it provides the name, applicable section/rule, companies required to maintain, timeline for entries/preservation, and authentication requirements. The registers include the register of charges, loans/guarantees provided by the company, investments not held in company's name, contracts with related parties, members, debenture/security holders, renewed/duplicate share certificates, sweat equity shares, employee stock options, shares bought back, deposits accepted, and directors/KMP and their shareholdings. Most registers must be authenticated by a director/company secretary and preserved permanently at the registered office.
This document discusses various annual and ongoing compliance requirements for companies under Indian company law. It outlines requirements such as appointing a whole-time company secretary for companies with a paid-up capital of Rs. 2 crore or more, filing annual financial statements and returns within 30 days of the annual general meeting, maintaining various statutory registers, and event-based compliances for activities like changes to the board of directors or share capital. It emphasizes the importance of compliance and having a systematic approach to ensure all legal obligations are met, noting that failure to comply can result in penalties like companies being struck off the register for not filing returns or accounts for 5 consecutive years.
This document outlines penalties under the Indian Companies Act for various offenses. It provides a table with 34 sections listing the nature of the offense, applicable penalty, and persons held responsible. Penalties include fines from Rs. 500 to Rs. 50,000 per day and imprisonment up to 5 years for offenses such as failing to hold annual general meetings, not filing annual accounts, improper financial reporting, accepting deposits over limits, and prospectus violations. The document emphasizes that knowledge of company law and potential penalties is essential for company directors and officers to avoid legal issues arising from non-compliance.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to meetings of creditors and contributories, advisory committee and Audit of Company Liquidator's accounts under winding up as enshrined in Companies Act, 2013.
This document lists various forms prescribed under the Companies Act, 2013 in India. It outlines the forms required for incorporation of companies, registration of charges, annual filings, appointment and resignation of directors and auditors, related party transactions, and other company law compliances. It also provides contact information for assistance in filing any of these forms. In total, it references over 50 forms across various chapters of the Companies Act that must be filed with the Registrar of Companies for compliance purposes.
U/S 224(7) Companies Act, 1956 outlines the process for removing an auditor before the expiration of their term. An auditor appointed at an AGM can only be removed via a shareholder resolution at an EGM with the previous approval of the Central Government. The steps include: giving 14 days notice by a shareholder, obtaining eligibility certification for a new auditor, passing board resolutions, intimating the auditor in writing, holding an EGM to pass removal and appointment resolutions, applying to the Regional Director with supporting documents, and notifying the new auditor upon approval.
Validity of Notice Issued for Income Escaping Assessment - Analysis of SC RulingDVSResearchFoundatio
Key Takeaways:
- Facts of the Case
- Issues Raised by the Department
- Contentions of the Revenue and Assessee
- Analysis and Ruling given by the Supreme Court
This document discusses the role and responsibilities of a company auditor according to the Companies Act in India. It covers the qualifications required to be an auditor, their appointment and removal process, rights and duties, and liabilities. Some key points:
1. A company auditor must be a member of the Institute of Chartered Accountants of India or hold a restricted auditor's certificate. They are appointed annually at the AGM by shareholders.
2. The auditor's main duties are to audit the company's accounts and present an audit report. They must have access to all books/records and obtain information/explanations.
3. An auditor can face civil and criminal liabilities for negligence in their duties or mis
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, transfer of registration of foreign corporate entity to Singapore is covered. The provisions of Transfer of Registration are governed by Part XA of the Act read with Companies (Transfer of Registration) Regulations 2017.
The document provides an overview of public issue of debentures by companies in India. It defines debentures and various types of debentures. It discusses the process of public issue of debentures which requires issue of a prospectus, appointment of a debenture trustee, creation of debenture redemption reserve, and compliance with various other statutory requirements. It also describes different types of prospectus that can be issued for public offer of debentures and exceptions available for certain companies.
AUTOMATIC VACATION OF STAY GRANTED BY TRIBUNALDCIT v. PEPSI FOODS LTD. [2021]...DVSResearchFoundatio
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
A company must register any charges on its assets or property with the Registrar of Companies (ROC) within 30 days of creating the charge. This includes charges on tangible or intangible assets located in or outside of India. The company must file Form CHG-1 or CHG-9 with the ROC depending on the type of charge. The ROC may allow registration of charges up to 300 days after creation with a condonation. Upon registration, the ROC will provide a certificate. The company must notify the ROC within 30 days of a charge being fully paid or satisfied. It must also notify the ROC of any receiver or manager appointments over charged assets. The company is required to maintain a register of charges in Form CH
Latest Companies (Accounts) Amendment Rules, 2016
Greatest relief to Unlisted companies and its auditors - No need to prepare consolidated financial statements. Please refer notification below
The document compares the proposed Companies (Auditor's Report) Order, 2016 (CARO 2016) with the existing CARO 2015. Some key changes proposed in CARO 2016 include:
- Expanding the applicability to include foreign companies.
- Raising the thresholds for certain exempted companies.
- Requiring auditors to report on whether title deeds of immovable property are held in the company's name.
- Lowering the threshold for reporting overdue loans from Rs. 5 lacs to Rs. 1 lac.
- Clarifying reporting requirements on statutory dues and disputes.
- Specifying the commencement date as the date of publication in the official gazette.
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
The document discusses the appointment, remuneration, removal, qualifications, disqualifications, powers, rights and duties of auditors of companies in Pakistan according to the Companies Act 2017. It states that the first auditor is appointed by company directors within 60 days of incorporation to hold office until the first AGM. Subsequent auditors are appointed at each AGM to hold office until the next AGM. It outlines the qualifications required for an auditor, cases for disqualification, and their rights to access company documents and attend shareholder meetings. Auditors have a duty to make reports on company accounts and additional matters if directed.
The auditor summarizes the key findings from their examination of the financial statements of Bharat Sanchar Nigam Limited for the year ended 31 March 2014. Several issues were noted regarding the maintenance and verification of fixed assets and inventory records across different circles. Statutory dues were regularly deposited by some circles but there were delays or non-payment by others. Accumulated losses were not found but cash losses were incurred in the current year.
The document summarizes key provisions relating to the duties and powers of auditors under Section 143 of the Companies Act 2013 in India. It discusses the following in 3 sentences or less:
- Section 143(1) outlines matters auditors must inquire into including loans/advances, personal expenses, asset sales, and share issuances.
- Section 143(2) requires auditors to report on accounts examined and compliance with accounting standards in reports to the company.
- Sections 143(3) and 143(4) specify the contents of audit reports, including compliance with laws and standards, transactions, director qualifications, and reasons for qualifications.
Only chartered accountants can be appointed as auditors of a company. An individual or audit firm holding any securities in the company being audited would be disqualified from being appointed. The first auditor is appointed by the board of directors within 30 days for other companies and by the Comptroller and Auditor General of India within 60 days for government companies. The auditor holds office for a term of 5 years until the conclusion of the sixth annual general meeting and their appointment must be ratified annually. The same auditor cannot be appointed for more than one term of 5 consecutive years for listed companies or more than two terms of 5 consecutive years for audit firms.
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
This document summarizes key provisions around the appointment and removal of auditors under Section 139-140 of the Companies Act 2013. It discusses the periods of appointment for individual and audit firm auditors, requirements around rotation of auditors and filling casual vacancies. It also outlines the process for reappointing retiring auditors, circumstances allowing removal of auditors before the end of their term, requirements for auditor resignation, and removal of auditors by the central government.
Companies Act, 2013 - Chapter X - Audit and AuditorsSASPARTNERS
A detailed presentation prepared by SAS Partners Team which gives an insight into the provisions of Chapter X relating to Audit & Auditors. This Chapter has undergone a sea of changes with new concepts introduced. This presentation will prove to be beneficial for the Corporate, Professionals & Students and will give a birds eye view of the provisions and concepts.
The document discusses the liabilities and legal responsibilities of auditors. It covers professional negligence, duties owed, and potential breaches. It outlines civil and criminal liabilities under the Companies Act, 2013 for misstatements in prospectuses. It also discusses liabilities under the Income Tax Act, 1961 for directly or indirectly assisting with tax evasion. Punishments include fines and imprisonment. The key responsibilities of auditors are to conduct audits with care and avoid negligence that could mislead shareholders or other parties.
The document presents an overview of the Companies (Auditor's Report) Order, 2015, which outlines new reporting requirements for company auditors. It discusses the applicability and exceptions of the Order, changes from the previous 2003 Order, and the specific reporting requirements for auditors regarding issues like fixed assets, inventory, loans, internal controls, statutory dues, and more. The Order aims to enhance transparency through more robust auditing and reporting on key financial and compliance matters by company auditors.
Consideration of Penalty Proceedings Order for Quantum Assessment: Analysis o...DVSResearchFoundatio
Key Takeaways:
- Facts of the Case
- Rulings by the Lower Authorities for Quantum Assessment
- Penalty Proceedings
- Supreme Court Ruling
- Conclusion and Key Takeaways
Statutory Registers under Companies Act, 2013.Saurav Roy
The document discusses the statutory registers that must be maintained by companies under the Companies Act 2013. It provides definitions of statutory registers and explains why they are important as they contain historical information about shareholders, share transfers, allotments, charges on the company, and other corporate records. It then lists the specific registers that must be maintained, such as the register of members, register of charges, register of deposits, and others. It provides details on where these registers must be kept, authentication requirements, and other specifics regarding their maintenance and inspection. The key information is that the Companies Act 2013 mandates what registers a company must maintain and the document outlines these requirements.
SEBI (LODR) – Obligations on listing of specified securities / NCDs / NCRPS /...DVSResearchFoundatio
The document discusses the obligations of listed entities on Indian stock exchanges that have listed specified securities such as non-convertible debentures (NCDs), non-convertible redeemable preference shares (NCRPs), or Indian depository receipts (IDRs). It outlines disclosure requirements for material events, financial results, annual reports, and corporate governance practices. It also describes the process for issuing IDRs and the general obligations of listed entities with respect to providing information to IDR holders.
This document discusses the role and responsibilities of a company auditor according to the Companies Act in India. It covers the qualifications required to be an auditor, their appointment and removal process, rights and duties, and liabilities. Some key points:
1. A company auditor must be a member of the Institute of Chartered Accountants of India or hold a restricted auditor's certificate. They are appointed annually at the AGM by shareholders.
2. The auditor's main duties are to audit the company's accounts and present an audit report. They must have access to all books/records and obtain information/explanations.
3. An auditor can face civil and criminal liabilities for negligence in their duties or mis
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, transfer of registration of foreign corporate entity to Singapore is covered. The provisions of Transfer of Registration are governed by Part XA of the Act read with Companies (Transfer of Registration) Regulations 2017.
The document provides an overview of public issue of debentures by companies in India. It defines debentures and various types of debentures. It discusses the process of public issue of debentures which requires issue of a prospectus, appointment of a debenture trustee, creation of debenture redemption reserve, and compliance with various other statutory requirements. It also describes different types of prospectus that can be issued for public offer of debentures and exceptions available for certain companies.
AUTOMATIC VACATION OF STAY GRANTED BY TRIBUNALDCIT v. PEPSI FOODS LTD. [2021]...DVSResearchFoundatio
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
A company must register any charges on its assets or property with the Registrar of Companies (ROC) within 30 days of creating the charge. This includes charges on tangible or intangible assets located in or outside of India. The company must file Form CHG-1 or CHG-9 with the ROC depending on the type of charge. The ROC may allow registration of charges up to 300 days after creation with a condonation. Upon registration, the ROC will provide a certificate. The company must notify the ROC within 30 days of a charge being fully paid or satisfied. It must also notify the ROC of any receiver or manager appointments over charged assets. The company is required to maintain a register of charges in Form CH
Latest Companies (Accounts) Amendment Rules, 2016
Greatest relief to Unlisted companies and its auditors - No need to prepare consolidated financial statements. Please refer notification below
The document compares the proposed Companies (Auditor's Report) Order, 2016 (CARO 2016) with the existing CARO 2015. Some key changes proposed in CARO 2016 include:
- Expanding the applicability to include foreign companies.
- Raising the thresholds for certain exempted companies.
- Requiring auditors to report on whether title deeds of immovable property are held in the company's name.
- Lowering the threshold for reporting overdue loans from Rs. 5 lacs to Rs. 1 lac.
- Clarifying reporting requirements on statutory dues and disputes.
- Specifying the commencement date as the date of publication in the official gazette.
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
The document discusses the appointment, remuneration, removal, qualifications, disqualifications, powers, rights and duties of auditors of companies in Pakistan according to the Companies Act 2017. It states that the first auditor is appointed by company directors within 60 days of incorporation to hold office until the first AGM. Subsequent auditors are appointed at each AGM to hold office until the next AGM. It outlines the qualifications required for an auditor, cases for disqualification, and their rights to access company documents and attend shareholder meetings. Auditors have a duty to make reports on company accounts and additional matters if directed.
The auditor summarizes the key findings from their examination of the financial statements of Bharat Sanchar Nigam Limited for the year ended 31 March 2014. Several issues were noted regarding the maintenance and verification of fixed assets and inventory records across different circles. Statutory dues were regularly deposited by some circles but there were delays or non-payment by others. Accumulated losses were not found but cash losses were incurred in the current year.
The document summarizes key provisions relating to the duties and powers of auditors under Section 143 of the Companies Act 2013 in India. It discusses the following in 3 sentences or less:
- Section 143(1) outlines matters auditors must inquire into including loans/advances, personal expenses, asset sales, and share issuances.
- Section 143(2) requires auditors to report on accounts examined and compliance with accounting standards in reports to the company.
- Sections 143(3) and 143(4) specify the contents of audit reports, including compliance with laws and standards, transactions, director qualifications, and reasons for qualifications.
Only chartered accountants can be appointed as auditors of a company. An individual or audit firm holding any securities in the company being audited would be disqualified from being appointed. The first auditor is appointed by the board of directors within 30 days for other companies and by the Comptroller and Auditor General of India within 60 days for government companies. The auditor holds office for a term of 5 years until the conclusion of the sixth annual general meeting and their appointment must be ratified annually. The same auditor cannot be appointed for more than one term of 5 consecutive years for listed companies or more than two terms of 5 consecutive years for audit firms.
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
This document summarizes key provisions around the appointment and removal of auditors under Section 139-140 of the Companies Act 2013. It discusses the periods of appointment for individual and audit firm auditors, requirements around rotation of auditors and filling casual vacancies. It also outlines the process for reappointing retiring auditors, circumstances allowing removal of auditors before the end of their term, requirements for auditor resignation, and removal of auditors by the central government.
Companies Act, 2013 - Chapter X - Audit and AuditorsSASPARTNERS
A detailed presentation prepared by SAS Partners Team which gives an insight into the provisions of Chapter X relating to Audit & Auditors. This Chapter has undergone a sea of changes with new concepts introduced. This presentation will prove to be beneficial for the Corporate, Professionals & Students and will give a birds eye view of the provisions and concepts.
The document discusses the liabilities and legal responsibilities of auditors. It covers professional negligence, duties owed, and potential breaches. It outlines civil and criminal liabilities under the Companies Act, 2013 for misstatements in prospectuses. It also discusses liabilities under the Income Tax Act, 1961 for directly or indirectly assisting with tax evasion. Punishments include fines and imprisonment. The key responsibilities of auditors are to conduct audits with care and avoid negligence that could mislead shareholders or other parties.
The document presents an overview of the Companies (Auditor's Report) Order, 2015, which outlines new reporting requirements for company auditors. It discusses the applicability and exceptions of the Order, changes from the previous 2003 Order, and the specific reporting requirements for auditors regarding issues like fixed assets, inventory, loans, internal controls, statutory dues, and more. The Order aims to enhance transparency through more robust auditing and reporting on key financial and compliance matters by company auditors.
Consideration of Penalty Proceedings Order for Quantum Assessment: Analysis o...DVSResearchFoundatio
Key Takeaways:
- Facts of the Case
- Rulings by the Lower Authorities for Quantum Assessment
- Penalty Proceedings
- Supreme Court Ruling
- Conclusion and Key Takeaways
Statutory Registers under Companies Act, 2013.Saurav Roy
The document discusses the statutory registers that must be maintained by companies under the Companies Act 2013. It provides definitions of statutory registers and explains why they are important as they contain historical information about shareholders, share transfers, allotments, charges on the company, and other corporate records. It then lists the specific registers that must be maintained, such as the register of members, register of charges, register of deposits, and others. It provides details on where these registers must be kept, authentication requirements, and other specifics regarding their maintenance and inspection. The key information is that the Companies Act 2013 mandates what registers a company must maintain and the document outlines these requirements.
SEBI (LODR) – Obligations on listing of specified securities / NCDs / NCRPS /...DVSResearchFoundatio
The document discusses the obligations of listed entities on Indian stock exchanges that have listed specified securities such as non-convertible debentures (NCDs), non-convertible redeemable preference shares (NCRPs), or Indian depository receipts (IDRs). It outlines disclosure requirements for material events, financial results, annual reports, and corporate governance practices. It also describes the process for issuing IDRs and the general obligations of listed entities with respect to providing information to IDR holders.
The new Companies Law 2013 (India) - Chapter 7: Management and AdministrationBold Kiln
This document outlines new rules established by the Government of India's Ministry of Corporate Affairs regarding the maintenance and inspection of company registers and records. Some key points:
- Companies must maintain registers of members, debenture holders, and other security holders, and file annual and periodic returns regarding shareholding changes.
- Registers must be maintained and updated within 7 days of certain events like share transfers or changes in status.
- Companies can keep foreign registers of overseas members, and must transmit entries to their Indian office within 15 days.
- Persons holding shares not in their own name must declare any beneficial interests.
- Public notice must be given at least 7 days before closing registers to members.
This document outlines new rules established by the Government of India's Ministry of Corporate Affairs regarding the maintenance and inspection of company registers and records. Some key points:
- Companies must maintain registers of members, debenture holders, and other security holders, and file annual and periodic returns regarding shareholding changes.
- Registers must be maintained and updated within 7 days of certain events like share transfers or changes in status.
- Companies can keep foreign registers of overseas members, and must transmit entries to their Indian office within 15 days.
- Persons holding shares not in their own name must declare any beneficial interests.
- Public notice must be given at least 7 days before closing registers to members.
SEBI (LODR) Regulations, 2015- Obligations on listing of NCDs / NCRPs - Part IIDVSResearchFoundatio
Key Takeaways:
- Intimations to debenture trustees / holders of NCDs and NCRPs
- Structure / terms of NCDs and NCRPs
- Record date
- Functional Website
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a Company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). Provisions under Companies Act, 2013 with respect to voluntary winding up are omitted and shifted to Insolvency and Bankruptcy Code, 2016 (“the Code”). The webinar covers the aspects of provisions involved in voluntary winding up as enshrined under the Code read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
SEBI Registrars to an Issue and Share Transfer Agents RegistrationCorpseed
An application by a registrar to an issue or a share transfer agent for grant of a certificate of registration shall be made to the Board in Form A. An application for registration made under sub-regulation.
The document discusses key changes introduced by the Companies Act 2013 relating to listed companies and corporate governance norms for listed companies proposed by SEBI. Some key points include:
1) The Act introduces stricter compliance requirements for listed companies regarding disclosures, reporting and transparency. It aligns listing agreement with the Act and lays out roadmaps for listed entities.
2) SEBI approved amendments to the listing agreement to strengthen corporate governance norms for listed companies in line with the Act. The amendments will be applicable from October 1, 2014.
3) The Act introduces new audit requirements for listed companies regarding secretarial audit and internal audit. It also changes terms of appointment for statutory auditors.
4) The
Form MGT-8 is a certification that must be provided by a practicing company secretary along with certain companies' annual returns. It is required for listed companies, companies with paid-up capital over Rs. 10 crore, or companies with turnover over Rs. 50 crore. The secretary certifies that the annual return discloses correct and adequate facts and that the company has complied with the Companies Act. The secretary must examine registers, records, meetings, related party transactions, and other corporate filings and activities. Non-compliance can result in fines up to Rs. 5 lakh for the secretary, disciplinary action, and imprisonment of up to 10 years for the company if fraud is involved.
The document provides information on converting a firm to a company under the Companies Act 2013. There are two main methods of conversion - forming a new company with the partners as shareholders, or converting the existing firm without dissolution by preparing deed provisions. The requirements for conversion include having a minimum of 7 members, consent of the majority or 3/4 members, and forming the company as unlimited, limited by shares, or limited by guarantee. The steps outlined include obtaining DINs, reserving a company name, publishing advertisements, and filing various forms along with documents before receiving a certificate of incorporation.
This document provides the Articles of Association for Nestlé S.A., a company limited by shares incorporated in Switzerland in 1866. Some key details include:
- Nestlé's purpose is to participate in industrial, service, commercial and financial enterprises related to food, nutrition, health and wellness.
- The share capital is CHF 318.84 million divided into over 3 billion fully paid registered shares with a nominal value of CHF 0.10 each.
- The Board of Directors has ultimate direction of Nestlé's business and conducts all business within the powers granted by shareholders.
- Shareholders elect the Board of Directors and have powers related to adopting/amending articles, electing auditors
Electronic maintenance of Statutory Register under Companies Act, 2013Sandeep Mittal
The present powerpoint presentation deals with electronic maintenance of Statutory Register under the Companies Act, 2013. It touches on all the provisions in the Act and Rules relating to maintaining of such registers.
The document discusses the requirements for annual general meetings (AGMs) and statutory meetings for companies in Malaysia. An AGM must be held once per calendar year to present annual accounts, declare dividends, appoint directors and auditors. A statutory meeting is the first meeting of shareholders that approves contracts specified in the prospectus and discusses the company's success in floating shares. It must be held within 6 months of the company starting business. Extraordinary general meetings can be called by directors or shareholders holding at least 10% of shares to address specific objectives.
The document outlines key aspects of Limited Liability Partnerships (LLPs) under the Limited Liability Partnership Act, 2008 in India. It discusses the hybrid business form of LLPs, requirements for partners and designated partners, incorporation process, ongoing compliance requirements, and provisions for foreign LLPs, conversion from other entities, compromise/arrangement, winding up, and merits of the LLP structure.
Start ups and MSMEs: Registration and Advantages features of Atmanirbhar packageNovojuris
Startups and MSMEs can register on relevant government portals to receive several benefits. Startups must register within 10 years of formation and have annual turnover less than Rs. 100 crore to qualify for benefits like income tax exemptions, self-certification under labour laws, stock options for founders. MSMEs must register based on investment and turnover limits set for micro, small and medium enterprises to prevent delayed payments and access collateral-free loans. The document outlines the registration processes and documents required for each as well as their key benefits.
The document discusses key provisions of the Securities Contract Regulation Act 1956 (SCRA) which regulates stock exchanges and contracts for securities in India. Some key points:
1. SCRA prescribes procedures for recognition of stock exchanges by the central government and listing/trading of securities. It gives powers to regulate stock exchanges and make rules for contracts.
2. The Act covers recognition, derecognition, and supervision of stock exchanges. It also discusses corporatization and demutualization of stock exchanges.
3. The document outlines procedures for listing and delisting of securities from recognized stock exchanges, and rights of appeal. It also discusses clearing corporations and additional trading floors.
BIR RMC No. 124 s 2020 Tax Exemption of Cooperativesjo bitonio
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Study Tip 11 Registers and Records by dipti dhakul
1. Lesson 11: Registers and Records
Register to be Maintained under Companies Act, 2013:
Books, registers and copies of returns, documents etc are kept at its registered office, these
books are known as Statutory Books.
For all Register except where stated the below shall apply :
1. The register shall be kept at the registered office of the company and the register shall
be preserved permanently and shall be kept in the custody of the company secretary of the
company or any other person authorised by the Board for the purpose
2. The entries in the register (either annual or electronic) shall be authenticated by the CS of
the company or by any other person authorised by the Board for the purpose.
3. A register can be maintained either manually or in electronic mode.
4. The extract from the register may be furnished to any member of the company on
payment of fee as may be prescribed in the Articles of the company which shall not exceed
ten rupees for each page
•Register of sweat equity shares.( Section 54 and Rule 8(14)of Companies) [Share Capital
and Debentures Rules,2014]
A Register of Sweat Equity Shares to be maintained by the company in Form No. SH-3 and enter
therein the particulars issued under section 54.
- date of the special resolution authorizing the issue of sweat equity shares
- date of Board resolution for allotment
- name of the allottee
- status of the allottee ie whether director or employee
- folio number/certificate number
- reference to entry in register of members
- date of issue of such shares, number of shares issued, face value of the share, price at which the
shares are issued, consideration paid, if any, by the employee/director
- particulars of consideration other than cash, the lock-in period of these shares and the date of
expiry thereof.
Members can inspect the register without payment of any fee. Copies of the register can be
demanded by any person who inspects the register.
• Register of Employee Stock Options. [Section 162(1)(b) Rule 12 of
Companies(Share Capital and Debentures) Rules,2014]
Maintain a Register of Employee Stock Options in Form No. SH.6 under clause (b) of sub-section
(1) of section 62.
•
• Register of securities bought back. [Section 68(9) and Rule 17(12) of companies
(Share Capital and Debenture) Rules, 2014]
• Maintain a register of the shares or securities bought, the consideration paid and the date of
cancellation/extinguishing/physically destroying of shares or securities.
• Maintain a register in Form No. SH-10.
•
• Register of deposits. [Section 73 and Rule 14 Companies (Acceptance of Deposits)
Rules,2014](a) Name, address and PAN of the depositor/s;
Every company other than a banking company which accepts any deposits should maintain year-
wise one or more separate registers for deposits accepted/renewed with below entry
2. (a) Name, address and PAN of the depositor/s;
(b) Particulars of guardian, in case of a minor;
(c) Particulars of the nominee;
(d) Deposit receipt number;
(e) Date and amount of each deposit;
(f) Duration of the deposit and the date on which each deposit is repayable;
(g) Rate of interest or such deposits to be payable to the depositor;
(h) Due date(s) for payment of interest;
(i) Mandate and instructions for payment of interest and for non-deduction of tax at source, if
any;
(j) Date or dates on which payment of interest will be made;
(k) Details of deposit insurance including extent of deposit insurance;
(l) Particulars of security or charge created for repayment of deposits;
(m) Any other relevant particulars;
(n) deposit receipt number-wise
(o) Entries in the register to be made within 7 days from the date of issuance of the deposit
receipt
(p) The register is not open for inspection.
(q). The register or registers shall be preserved for a period of not less than 8 years from the
financial year in which the latest entry is made in the register.
• Register of charges. [Section 85 and Rule 7 of Companies (Registration of Charges)
Rules2014]
• Register of charges shall be maintained in Form No. CHG-7 .
• The register of charges shall be preserved permanently and the instrument creating a charge or
modification thereon shall be preserved for a period of 8 years from the date of satisfaction of
charge by the company.
• Copy of the instrument creating charge to be kept at the registered office of the company along
with the register of charges.
• The register of charges and instrument of charges, shall be opened by any member or creditor
without any payment of fees; or by any other person on payment of prescribed fees
• Register of members. [Section 88(1)(a) and Rule 3 of Companies(Management and
Administration) Rules, 2014
• Maintain a register of its members residing in or outside India in Form No.MGT-1.
(a) name of the member; address (registered office address in case the member is a body
corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if
any; Father’s/Mother’s/Spouse’s name; Occupation; Status; Nationality; in case member is a minor,
name of the guardian and the date of birth of the member; name and address of nominee;
(b) date of becoming member;
(c) date of cessation;
(d) amount of guarantee, if any;
(e) any other interest, if any; and
(f) instructions, if any, given by the member with regard to sending of notices, etc:
The register of members shall be preserved permanently and shall be kept
custody of the company secretary
3. •
• Register of debenture holders. [Section 88(1)(b) & (c) and Rule 4 of Companies
(Management and Administration) Rules, 2014]
•
• Register of debenture holders or security holders, in Form No.MGT-2.
- name,
- father’s /husband’s name;
- address and occupation, if any, of each debenture holder;
- date of allotment;
- date of registration with the Registrar of Companies;
- the debentures held by each holder distinguishing each debenture by its number except where
such debentures are held with a depository;
- distinctive number and certificate number of debentures;
- the amount paid or agreed to be considered as paid on those debentures;
- date of payment; date on which the name of each person was entered in the register as a
debenture holder;
- date on which any person ceased to be a debenture holder; date of transfer of debentures;
- serial number of instrument of transfer;
- transferor’s name and folio number; transferee’s name and folio number,
- transfer number, number of debentures transferred and their distinctive numbers;
- date of transfer; and instructions, if any, for payment of interest.
• Entries in the register should be made simultaneously with the allotment or transfer of
debentures
• The register and index should be maintained at the registered office of the company unless copy
of the proposed special resolution is given to the Registrar of Companies.
• The register shall be preserved for a period of 8 years from the date of redemption of
debentures or securities, as the case may be, and shall be kept in the custody of the company
secretary or authorised person appointed by Board.
• Foreign register. [Section 88 (4) and Rule 7 of Companies (Management and
Administration) Rules, 2014].
• Information about the members from that particular country to be kept and be called “foreign
register”.
• Register should contain the names and particulars of the members, debenture holders, other
security holders or beneficial owners residing in that country.
•The company shall within thirty days in Form No.MGT-3 along with the fee, file notice in Form
No.MGT-3 with the Registrar of such change or discontinuance. [Rule 7(2)]
• Entries in the foreign register are made after the Board of Directors approves the allotment or
transfer of shares, debentures or any other securities, as the case may be. [Rule7(7)]
• The foreign register shall be maintained in the same format as the Principal Register. [Rule 7(3)
and7(4)]
─ If a foreign register is kept by a company in any country outside India, the decision of
the Tribunal in regard to the rectification of the register shall be binding. [Rule7(6)]
─ The company may discontinue the keeping of any foreign register; and thereupon all
entries in that register shall be transferred to some other foreign register kept by the company in
the same part of the world or to the principal register. [Rule 7(11)
• Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies
• (Share Capital and Debentures) Rules,2014]
Every company with a share capital should, from the date of its registration, maintain a register of
renewed and duplicate certificates and such register shall be maintained in Form No. SH-2
indicating name(s), to whom the certificate is issued, the number and date of issue of the share
certificate
4. The register is not open for inspection.
• Register of Significant beneficial owners in a company. (Section 90 of Companies
Act).
• A individual, alone or together, trust, within or outside India holding not less than 25% of
shares or such other % as stated by company or RIGHT TO EXERCISE specifying nature of interest
or rights or change if any.
• The Central Government may prescribe a class or classes of persons who shall not be required to
make declaration.
• Every company shall maintain as above, and changes therein which shall include the name of
individual, his date of birth, address, details of ownership in the company and such other details
as may be prescribed.
• Every company shall maintain a register of the interest declared by individuals, and changes to
name DOB , address,
• Register of Postal Ballot. [Section 110 and Rule 22 of the Companies (Management
and Administration) Rules, 2014]
• A separate register for each postal ballot to record the assent or dissent received through postal
ballot.
• Entries in the register should be made immediately after the opening of postal ballots.
• The register, postal ballot forms and all other related records are not available for inspection.
• All postal ballot forms and entries should be authenticated by the Scrutiniser.
• The register, postal ballot forms and all other related records should be kept in the safe custody
of the Scrutinizer till the Chairman signs the Minutes Book in which the result of the voting by
postal ballot is recorded.
• The Scrutinizer should return the postal ballot forms and any related documents or records to
the designated person of the company for safekeeping until the resolution has been
implemented.
• The Scrutinizer’s report and office copies of the notices should be preserved in good order until
the resolution has been implemented or for a period of 10 years, whichever is later.
• Books containing minutes of General Meeting and of Board and of Committees of
Directors. [Section 118]
• Every company shall prepare, sign and keep minutes of proceedings of every general meeting,
including the meeting called by the requisitionists and all proceedings of meeting of any class of
share holders or creditors or Board of Directors or committee of the Board and also resolution
passed by postal ballot within thirty days of the conclusion of every such meeting concerned.
• The minutes shall contain name of the directors present and also name of dissenting director or
a director who has not concurred the resolution
• A distinct minute book to be maintained namely
(i) general meetings of the members;
(ii) meetings of the creditors;
(iii) meetings of the Board; and
(iv) meetings of the committees of the Board.
(a) Minutes of all Meetings shall be preserved
• A brief report on Resolution passed by postal ballot shall be recorded in the minute book of
general meetings
• Minutes of all Meetings of the transferor company, as handed over to the transferee company,
shall be preserved permanently by the transferee company, notwithstanding that the transferor
company might have been dissolved.
• Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved
for 8 financial years.
• Office copies of Notices, Agenda, Notes on Agenda and other related papers of the transferor
company, as handed over to the transferee company, shall be preserved in good order in
physical or electronic form for as long as they remain current or for eight financial years,
whichever is later and may be destroyed thereafter with the approval of the Board
5. • Books of account. [Section 128]
(i) to (iv) of Section 2(13) of the Companies Act, 2013,
The books of account must show all money received and expended, sales and purchases of goods
and the assets and liabilities of the company. Must be kept on accrual basis and according to the
double entry system of accounting. Must give a true and fair view
• Register of Directors/ Key Managerial Personnel. [Section170(1)]
(a) Director Identification Number (Optional for KMP);
(b) present name and surname in full;
(c) any former name or surname in full;
356 EP-CL
(d) father’s name, mother’s name and spouse’s name(if married) and surnames in full;
(e) date of birth;
(f) residential address (present as well as permanent);
(g) nationality (including the nationality of origin, if different);
(h) occupation;
(i) date of the board resolution in which the appointment was made;
(j) date of appointment and reappointment in the company;
(k) date of cessation of office and reasons therefor;
(l) office of director o rkey managerial personnel held or relinquished in any other body corporate;
(m) membership number of the Institute of Company Secretaries of India in case of Company
Secretary;
(n) PAN mandatory for KMP who is not having DIN.
• Entries to be made in the chronological order and The register should be open for inspection
during the business hours of the company, subject to such reasonable restrictions as the
company may impose by its articles or in general meeting so that not less than 2 hours in each
working day of the company are allowed for inspection.
• Members can inspect the register without payment of any fee and any other person can inspect
the register on payment of the requisite fee.No person is entitled to copies of the register or any
portion thereof..
The details of securities held by them in the company, its holding company, subsidiaries,
subsidiaries of the company’s holding company and associate companies relating to:
(a) the number, description and nominal value of securities;
(b) the date of acquisition and the price or other consideration paid;
(c) date of disposal and price and other consideration received;
(d) cumulative balance and number of securities held after each transaction;
(e) mode of acquisition of securities;
(f) mode of holding – physical or in dematerialized form; and
(g) whether securities have been pledged or any encumbrance has been created on the
securities.
Members or debenture holders can inspect the register without payment of any fee.
•
• Register of investments in securities not held in company’s name. [Section 18 and
Rule 14 of Companies (Meetings of Board and its Powers) Rules,2014]
1. Maintain a register in Form No. MBP-3 and enter chronologically, the particulars of
investments in shares or other securities beneficially held by the company but which are not
held in its own name and the company shall also record the reasons for not holding the
investments in its own name and the relationship or contract under which the investment is
held in the name of any other person.
6. 2. The company shall also record whether such investments are held in a third party’s name for
the time being or otherwise.
3. The said register shall be open to inspection by any member or debenture-holder of the
company without any charge during business hours subject to such reasonable restrictions
4. A member or debenture holder can make extracts from the register however, no person is
entitled to copies of the register
5. This section shall not apply to Government company in which entire share capital is held by
central Government, or by any State Government or Governors or by the Central Government or
by one or more state Governments.
Register of loans, guarantees given and security provided or making acquisition of
securities (Section186(9) and Rule 12 Companies (Meetings of Boards and its
Powers) Rules2014
1. Maintain a register in Form No. MBP-2 and enter particulars of loans and guarantees given,
securities provided and acquisitions made as aforesaid.
2. The entries in the register shall be made chronologically within seven days of making such loan
or giving guarantee or providing security or making acquisition.
In case of Government Company - Section 186 shall not apply to:-
(a) a Government company engaged in defence production; 358 EP-CL
(b) a Government company, other than a listed company, in case such company obtains
approval of the Ministry or Department of the Central Government which is administratively
in charge of the company, or, as the case may be, the State Government before making any
loan or giving any guarantee or providing any security or making any investment under the
section.
Register of contracts with companies/firms in which directors are interested.
[Section 189(5) and Rule 16 of Companies (Meetings of Boards and its Powers)
Rules,2014]
1. Every company is to keep one or more registers in Form MBP 4 giving the
particulars of all contracts and
(a) enter director has any concern or interest and not to enter if director holds two percent
or less of the paid-up share capital( sub-section (1) of section 184)
(b) contracts or arrangements with a body corporate or firm or other entity in which any
director is, directly or indirectly, concerned or interested
(c) contracts or arrangements with a related party with respect to transactions to which
section 188 applies.
2. The entries to be made in chronological order and shall be authenticated by the CS or any oF
the member of the Board [Rule16(3)]