Companies Act 2013

XBRL (Extensive Business Reporting Language) – Companies Act 2013 -FAQs

Company Law - XBRL is a language for e-communication of financial and business data for business reporting. It is a standardized communication language in electronic form to express, report or file a financial statements by a Companies. However, XBRL is only a method of presentation or reporting. It does not attempt to make any changes in the content ...

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Is 31st December 2020 last date of AGM for every company?

Company Law - Several Companies were found difficult to hold their AGM for the Financial Year ended on 31.03.2020 due to difficulties faced in view of the Covid-19 Pandemic. In View of the above common problem faced by companies, respective ROC’s in whose jurisdiction registered office is situated passed separate orders to extend the time to hold the...

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Payment of Stamp Dute on Shares

Company Law - A share certificate is a certificate given to the shareholder of the company in the form SH-1. Share certificate being an instrument requires stamping and Stamp duty on share certificate is a state-related matter where delay in payment of stamp duty appeals penalty. Firstly, Stamp duty on share certificate has to be paid at the time of ...

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Conversion of Loan into Share Capital

Company Law - Conversion of loan into Share Capital as per the Provisions of CA, 2013 As per the provisions of Companies Act, 2013, Companies have option to convert its Loan into Share Capital Under Section 62(3) of CA, 2013. Extract of Section 62(3) of Companies Act, 2013 : Company has to follow the detailed procedure to convert […]...

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Profession of Registered Valuer in India

Company Law - Valuation is a process to determine the value of assets. Generally, the term value and price are used interchangeably. However, both are different terms having different meaning. Price of an asset can be same for everyone but value of that asset can not be same for everyone. To ascertain the value, valuation is required. As […]...

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Major Reforms & Initiatives by MCA

Company Law - STARTING A BUSINESS Video Demo on SPICe+ Key features of SPICe+ for Greater Ease of Doing Business As part of Government of India’s Ease of Doing Business (EODB) initiatives, the Ministry of Corporate Affairs has deployed a new Web Form christened ‘SPICe+’ (pronounced ‘SPICe Plus’) replacing the earlier SPICe form. SPICe+ offers...

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Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4)

Company Law - The Institute of Company Secretaries of India 17th November, 2020 Dear Sir/Madam, Subject: Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4) The Institute of Company Secretaries of India had issued first four Auditing Standards namely CSAS-1: Auditing Standard ...

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Required Information/Documents for Company Incorporation

Company Law - Following details/information are required of all the subscribers. 1. Requirements to get DSC For Indian Applicant PAN-Self attested Address Proof (either Passport, Voter ID, Aadhar card, bank statement or copy of utility bill-not older than two month) – Self attested Email IDs & Mobile Numbers Two Physical Photograph of the per...

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SOP for Grievance Redressal Mechanism for Complaints related to CRC

Company Law - Stakeholder/professionals can raise a complaint on MCA website through link http://www.mca.gov.in/mcafoportal/userComplaintDetails.do A complaint number (ticket number) would be issued to the complainant and it would be resolved within 3 working days....

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ICAI invites suggestions for improvement in functioning of MCA-21 Portal

Company Law - The Ministry of Corporate Affairs (MCA) has taken up to build a new MCA21 v3 system – upgraded version of MCA- 21 portal to enable easy and secure access of MCA services. It is expected to be filled with latest features and technology. The core objectives of MCA21 v3 system are promoting automation, integration with external regulatory,...

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Any company creditor can seek transfer of winding up proceedings pending before HC to NCLT

Kaledonia Jute And Fibres Pvt. Ltd Vs Axis Nirman And Industries Ltd. & Ors. (Supreme Court of India) - Kaledonia Jute And Fibres Pvt. Ltd Vs Axis Nirman And Industries Ltd. & Ors. (Supreme Court of India) Section 278 of the 2013 Act shows that any petition by a single creditor or contributory is actually treated as a joint petition of creditors and contributories, so that the order of winding up ...

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No ‘Secured Creditor’ status to financier If Hypothecation Charge Not Registered

Volkswagen Finance Private Ltd. Vs Shree Balaji Printopack Pvt. Ltd. (NCLAT Delhi) - Volkswagen Finance Private Ltd. Vs Shree Balaji Printopack Pvt. Ltd. (NCLAT Delhi) From the documentary evidence on record it is clear that no ‘Charge’ has been registered under the provisions of Section 77(1) of the Companies Act 2013, in relation to the Subject Property. The Liquidator has rig...

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NCLT admits plea for insolvency process initiation against personal guarantor

In re Anil Syal (NCLT) - From the report there does not appear any request of the Resolution Professional for issuance of the instructions for the purpose of conducting negotiations between the debtor and creditors for arriving at the repayment plan. Therefore, based on the reasons recorded in the report submitted by the Re...

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ROC cannot Deactivate DIN of Director for Disqualification in Any Company

Meethelaveetil Kaitheri Muralidharan Vs Union Of India (Madras High Court) - The issue under consideration is whether the ROC is correct and empowered to deactivate the Director Identification Number (DIN) of the director due to his disqualification in one company?...

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HC Permits Disqualified Director with Frozen DIN & DSC to Avail CFSS 2020

Ashish Gupta Vs. Union of India (Delhi High Court) - The issue under consideration is whether Disqualified Director whose DIN and DSC has been frozen by the ROC due to non compliance will be eligible for Companies Fresh Start Scheme 2020?...

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MCA extends last date of filing Form CRA-4 extended to 31.12.2020

General Circular No. 38/2020 - (01/12/2020) - Relaxation of additional fees and extension of last date of filing of CRA-4 (form for filing of cost audit report) to 31st December, 2020 for FY 2019-20 under the Companies Act, 2013. General Circular No. 38/2020 Eoffice File No: 17/52/2020-CL-V GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS 5th ...

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MCA notifies Special court in Maharashtra, WB & TN for SEBI Cases under Companies Act, 2013

Notification No. S.O. 4283(E). - (27/11/2020) - Central Government hereby designates Special Courts in the States of Maharashtra, West Bengal (WB) and Tamil Nadu (TN) for the purposes of trial of offences under Companies Act, 2013, in respect of cases filed by the Securities and Exchange Board of India. MINISTRY OF CORPORATE AFFAIRS NOTIFICATION ...

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MCA relaxes residency requirement of 182 days for Director

General Circular No. 36/2020 - (20/10/2020) - It is hereby clarified that non-compliance of minimum residency in India for a period of at least 182 days in a year, by at least one director in every company, under section 149 of the Companies Act, 2013 shall not be treated as non-compliance for the financial year 2020-­2021 also....

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Companies (Prospectus and Allotment of Securities) Amendment Rules, 2020

Notification No. G.S.R. 642(E). - (16/10/2020) - (1) These rules may be called the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2020. (2) They shall come into force from the date of their publication in the Gazette....

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IEPF e-forms filing due date extended till 31st December 2020

General Circular No. 35/2020 - (29/09/2020) - MCA enabled filing of various IEPF e-forms (IEPF -1, IEPF- I A, IEPF-2, IEPF-3, IEPF-4, IEPF-7) and e-verification of claims filed in e-form IEPF-5 without additional fees till 31st December 2020...

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Recent Posts in "Companies Act 2013"

XBRL (Extensive Business Reporting Language) – Companies Act 2013 -FAQs

XBRL is a language for e-communication of financial and business data for business reporting. It is a standardized communication language in electronic form to express, report or file a financial statements by a Companies. However, XBRL is only a method of presentation or reporting. It does not attempt to make any changes in the content ...

Read More
Posted Under: Company Law |

Is 31st December 2020 last date of AGM for every company?

Several Companies were found difficult to hold their AGM for the Financial Year ended on 31.03.2020 due to difficulties faced in view of the Covid-19 Pandemic. In View of the above common problem faced by companies, respective ROC’s in whose jurisdiction registered office is situated passed separate orders to extend the time to hold the...

Read More
Posted Under: Company Law |

Payment of Stamp Dute on Shares

A share certificate is a certificate given to the shareholder of the company in the form SH-1. Share certificate being an instrument requires stamping and Stamp duty on share certificate is a state-related matter where delay in payment of stamp duty appeals penalty. Firstly, Stamp duty on share certificate has to be paid at the time of ...

Read More
Posted Under: Company Law |

Conversion of Loan into Share Capital

Conversion of loan into Share Capital as per the Provisions of CA, 2013 As per the provisions of Companies Act, 2013, Companies have option to convert its Loan into Share Capital Under Section 62(3) of CA, 2013. Extract of Section 62(3) of Companies Act, 2013 : Company has to follow the detailed procedure to convert […]...

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Posted Under: Company Law |

MCA extends last date of filing Form CRA-4 extended to 31.12.2020

General Circular No. 38/2020 (01/12/2020)

Relaxation of additional fees and extension of last date of filing of CRA-4 (form for filing of cost audit report) to 31st December, 2020 for FY 2019-20 under the Companies Act, 2013. General Circular No. 38/2020 Eoffice File No: 17/52/2020-CL-V GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS 5th Floor, ‘A’ Wing Shastri Bhaw...

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Profession of Registered Valuer in India

Valuation is a process to determine the value of assets. Generally, the term value and price are used interchangeably. However, both are different terms having different meaning. Price of an asset can be same for everyone but value of that asset can not be same for everyone. To ascertain the value, valuation is required. As […]...

Read More
Posted Under: Company Law |

FAQs on Incorporation of Company via SPICe+

Should Incorporation of Company be done directly or first Name Application and then Incorporation of Company ? Always suggest Name Application should be done first, after Approval of Name Incorporation documents should be filed. Same is advised as incase, Incorporation is directly filed and Name is similar, generic or comes in resubmis...

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Posted Under: Company Law |

Memorandum of Association (MOA) under Companies Act, 2013

The memorandum of association of a company is an important corporate document in India. It is often simply referred to as the memorandum. In the India, it has to be filed with the Registrar of Companies during the process of incorporating a company. It is the document that regulates the company’s external affairs, and comple...

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Posted Under: Company Law |

Incorporation / Steps / Procedure / Formation of Company via Spice+Part B

Incorporation / Steps / Procedure / Formation of Company via Spice+Part B as per Companies Act 2013 Name Application / Reservation for Company via SPICe+ Part A (Complete steps / procedure for Name Application, refer below Article Link) Link: https://taxguru.in/company-law/name-application-reservation-company-via-spicepart-a.html After Ap...

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Posted Under: Company Law |

Rotation of Directors-Section 152(6) – Companies Act, 2013

Applicability: Public companies( not applicable to Government companies and its subsidiaries) if the articles of association provided for retirement of all directors in the annual general meeting, then all the directors are liable to directors. According to sec 152(6) of the companies act,2013 2/3 of the total directors(*) are liable to r...

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Posted Under: Company Law |

Changes in Company Information under Companies Act, 2013- FAQs

Q.1 What is the process of intimating Ministry of Corporate Affairs about any change in Managing Director, Directors, Manager, CEO, CFO or Secretary of a company? A company can intimate changes among Managing Director, Directors, Manager and Secretary of a company by filing eForm DIR-12 with Registrar of Companies (ROC) within 30 days (Ev...

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Posted Under: Company Law |

FAQs on Stamp Duty on Form INC-2/ INC-7/ INC-29, MoA, AoA, & SH-7

Q.1 Please specify the services for which Stamp Duty can be paid through MCA21 system? Ans. Stamp Duty applicable on filing of e-form SPICe (including MOA & AOA), SH-7 and FC-1 shall be electronically paid through MCA21 system. A person applying for certified true copy is also required to pay stamp duty through MCA21 portal. Q.2 [&he...

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Posted Under: Company Law |

Major Reforms & Initiatives by MCA

STARTING A BUSINESS Video Demo on SPICe+ Key features of SPICe+ for Greater Ease of Doing Business As part of Government of India’s Ease of Doing Business (EODB) initiatives, the Ministry of Corporate Affairs has deployed a new Web Form christened ‘SPICe+’ (pronounced ‘SPICe Plus’) replacing the earlier SPICe form. SPICe+ offers...

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Posted Under: Company Law |

FAQs on Company Incorporation & Allied Matters

Q.1 What is e Form SPICe+? SPICe+ is a part of various initiatives undertaken by the Government of India towards Ease of Doing Business (EODB). SPICe+ form is an integrated web form and an advanced version of the previous SPICe form (i.e. e-form INC-32). SPICe+ web form offers 11 services by 3 Central Government Ministries […]...

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Posted Under: Company Law |

Stamp duty rates for Form INC-2/ INC-7/ INC-29, MoA, AoA, and SH-7

State wise stamp duty rules for eForm INC-2/ INC-7/ INC-29, Memorandum of Association (MoA), Articles of Association (AoA), eForm SH-7 and eForm FC-1) Also Read- FAQs on Stamp Duty on Form INC-2/ INC-7/ INC-29, MoA, AoA, & SH-7 Stamp duty rules for Form INC-2/ INC-7/ INC-29, MoA, AoA, and SH-7 Name of state/ union territory […]...

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Posted Under: Company Law |

MCA notifies Special court in Maharashtra, WB & TN for SEBI Cases under Companies Act, 2013

Notification No. S.O. 4283(E). (27/11/2020)

Central Government hereby designates Special Courts in the States of Maharashtra, West Bengal (WB) and Tamil Nadu (TN) for the purposes of trial of offences under Companies Act, 2013, in respect of cases filed by the Securities and Exchange Board of India. MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 27th November, 2020 S.O. ...

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How to Close a Private Company in India

Since 2015, Indian Govt. has started various measures for ease of doing business by various means like Exemptions to Private Companies, Companies Amendment Act, 2017, 2019, Zero fees of incorporation for new companies having capital upto Rs. 15 Lacs etc. At the same time, it has also taken stringent actions against non-compliant companies...

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Posted Under: Company Law |

Merger between two Private Limited Companies

Merger and amalgamation are restructuring tool which helps companies in expansion and diversification of their business and to achieve their underlying objectives. Merger means an arrangement whereby one or more existing companies merge their identity into another to form a new entity which may or may not be one of those existing entities...

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Posted Under: Company Law |

Directors and Officers liability in India

In the wake of recent corporate scams and initiation of legal proceedings against several company directors including independent director, it becomes very important for the directors to understand their duties and liabilities as a directors in Indian corporate regulatory environment. It is very important to understand that, a person is a...

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Posted Under: Company Law |

Corporate Social Responsibility & Selection of Orgnisation For Partnership

We Indians have charity inherited in our heart, we have grown by seeing that our fathers’ and forefathers are donating in various temples, mosques, gurudwaras and churches.  We are donating or doing philanthropic works without knowing that, who is the true beneficiary of our donation or charity. The fact if also highlighted in Bain...

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Posted Under: Company Law |

Companies Auditor’s Report Order (CARO) 2020

Introduction:- The Ministry of Corporate Affairs (MCA) has announced a new format for statutory Audits of Companies. MCA notified the Companies Order (Audit Report) 2020 on February 25, 2020 (CARO 2020). The order (CARO 2020) replaces the previous order under the Companies Order (Auditor’s Report), 2016. Under the Companies Act 2013...

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Posted Under: Company Law |

Nidhi Company Compliance

“Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such [&...

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Posted Under: Company Law |

Incorporation of Non Profit Company: Formation of Companies with Charitable Objects

INTRODUCTION To provide an option to the person or association of person with a legal entity to carry charitable objects the government of India came-up with the section 25 in the Companies Act, 1956 and subsequently replaced by the Section 8 of the Companies Act, 2013. Section 8 discusses the incorporation of the company with […]...

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Posted Under: Company Law |

FAQ on refund of Excess /Incorrect ROC Fees paid

The user is required to make various payments to avail MCA21 services. A number of instances have been observed where the users make multiple payments or incorrect payment or excess payment while using these services. In order to allow the stakeholders to claim refund of such payments, refund process has been introduced by MCA. To claim r...

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Posted Under: Company Law |

Process of Conversion from LLP to Company under Companies Act, 2013

Many start up entity in India commenced their business as a Limited Liability Partnership (LLP) and they might be interested to switch the mode of their entity from LLP into Private Limited Company to diversify the business or for infusing more funds and for many several reasons. The Companies Act, 2013, has given the provision […]...

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Posted Under: Company Law |

Any company creditor can seek transfer of winding up proceedings pending before HC to NCLT

Kaledonia Jute And Fibres Pvt. Ltd Vs Axis Nirman And Industries Ltd. & Ors. (Supreme Court of India)

Kaledonia Jute And Fibres Pvt. Ltd Vs Axis Nirman And Industries Ltd. & Ors. (Supreme Court of India) Section 278 of the 2013 Act shows that any petition by a single creditor or contributory is actually treated as a joint petition of creditors and contributories, so that the order of winding up operates in favour […]...

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Analysis of Section 184, 185 and 186 of Companies Act, 2013

Disclosure of Interest by Director under Section 184, Loan to Director under Section 185 and Loan and Investment under Section 186 of the Companies Act, 2013. This Article aims to bring a clear vision on the Disclosure of Interest by Director under Section 184, Loan to Director under Section 185 and Loan and Investment under […]...

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Posted Under: Company Law |

Report on Annual General Meeting under Companies Act, 2013

All the Companies in India are incorporated, governed even get closed as per The provisions of The Companies Act, 2013. Though there some provisions under The Companies Act, 2013 which are applicable to specific companies falling into some specific criteria/(s). One such provision is Report on Annual General Meeting. Lets go through its r...

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Posted Under: Company Law |

Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4)

The Institute of Company Secretaries of India 17th November, 2020 Dear Sir/Madam, Subject: Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4) The Institute of Company Secretaries of India had issued first four Auditing Standards namely CSAS-1: Auditing Standard ...

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Posted Under: Company Law |

Checklist for ROC compliances during statutory audit for unlisted companies

In India, the term “statutory auditor” refers to an external auditor whose appointment is mandated by law. A “statutory audit” is a legally required review of the accuracy of a company’s or government’s financial records. The purpose of a statutory audit is the same as the purpose of any other audit ...

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Posted Under: Company Law |

One Person Company (OPC) Incorporation

In year 2014, with the applicability of The Companies Act, 2013 many new concepts have been introduced in the law and change has been brought in way of running the company in India. One such concept is One Person Company (OPC). As the name suggest One Person Company (OPC) is a company where there is […]...

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Posted Under: Company Law |

No ‘Secured Creditor’ status to financier If Hypothecation Charge Not Registered

Volkswagen Finance Private Ltd. Vs Shree Balaji Printopack Pvt. Ltd. (NCLAT Delhi)

Volkswagen Finance Private Ltd. Vs Shree Balaji Printopack Pvt. Ltd. (NCLAT Delhi) From the documentary evidence on record it is clear that no ‘Charge’ has been registered under the provisions of Section 77(1) of the Companies Act 2013, in relation to the Subject Property. The Liquidator has rightly referred to Regulation 21 of IBBI (...

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Posted Under: Company Law | |

Issue of Debentures [Under Section 71 & Rule 18 of Companies (Share Capital & Debenture) Rules, 2014]

Issue of Debentures [Under Section 71 & Rule 18 of Companies (Share Capital &  Debenture) Rules, 2014] The debentures issued by a company is an acknowledgment that the company has borrowed an amount of money from the public, which it promises to repay at a future date. Debenture holders are, therefore, creditors of the company. [...

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Posted Under: Company Law |

How to Apply for Directors’ Disqualification removal without Reviving Strike-Off Company?

The Indian economy is under severe stress due to COVID-19. The government is taking all measures to revive the economy. This is the reason they came up with Company Fresh Start Scheme 2020. Under this scheme, the owners of a company which is struck off from RoC can apply for its revival without paying heavy […]...

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Posted Under: Company Law |

Required Information/Documents for Company Incorporation

Following details/information are required of all the subscribers. 1. Requirements to get DSC For Indian Applicant PAN-Self attested Address Proof (either Passport, Voter ID, Aadhar card, bank statement or copy of utility bill-not older than two month) – Self attested Email IDs & Mobile Numbers Two Physical Photograph of the per...

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Posted Under: Company Law |

SOP for Grievance Redressal Mechanism for Complaints related to CRC

Stakeholder/professionals can raise a complaint on MCA website through link http://www.mca.gov.in/mcafoportal/userComplaintDetails.do A complaint number (ticket number) would be issued to the complainant and it would be resolved within 3 working days....

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Posted Under: Company Law |

“Drag along” and “Tag along” provisions under shareholders’ agreement & their enforceability

Under the Indian Companies Act, shareholders do not run any company, only the directors do. It is recognized that the directors represent the interests of the shareholders. Shareholders’ Agreement can outline who can appoint directors, how they are to be appointed and what percentage is required to remove a director. The right to appoin...

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Posted Under: Company Law |

Procedure for Removal of Director by Shareholders (Section 169 of Companies Act, 2013)

Generally management of the company lies with the Board of directors of the company and they always work for the betterment of the company and its shareholders, they are effectively the agents of the company, appointed by the shareholders to manage its day-to-day affairs and with respect to the same principle the Companies Act, 2013 [&hel...

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Posted Under: Company Law |

Enforcement of contractual restrictions on transfer of shares not incorporated in AOA of a company

Enforcement of contractual restrictions on the transfer of shares which are not incorporated in Articles of Association (AOA) of a company One of the first judgments of the Supreme Court on enforcement of contractual restrictions on the transfer of shares, is the landmark case of V.B. Rangaraj vs. V.B. Gopalkrishnan and others on 28th No...

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Posted Under: Company Law |

ICAI invites suggestions for improvement in functioning of MCA-21 Portal

The Ministry of Corporate Affairs (MCA) has taken up to build a new MCA21 v3 system – upgraded version of MCA- 21 portal to enable easy and secure access of MCA services. It is expected to be filled with latest features and technology. The core objectives of MCA21 v3 system are promoting automation, integration with external regulatory,...

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Posted Under: Company Law |

Class Action Suit under Companies Act, 2013 – Need of The Hour

In order to bring a ‘collective action’ by the ‘minority shareholder’ against the company, there was no such provision till 2013 under the Indian Companies Act. However, there were/are provisions of ‘oppression remedy’ under the Indian Companies Act i.e. Section 397 & 398 under the Companies Act, 1956 (‘the Erstwhile Act...

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Posted Under: Company Law |

Steps taken by SEBI to Enhance Role of a Debenture Trustee in a Company

Taking a further step to secure the interest of customers, the capital market regulator has announced provisions regarding strengthening the role of debenture trustees providing them with the power to evaluate independently and oversee the asset cover in line with the interests of the consumers. It is to be noted that the decision has b...

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Posted Under: Company Law |

FAQs on the due date extension in holding AGM

The Registrar of Companies (ROC) vide its order dated 8th September, 2020 extended the time for holding Annual General Meeting (AGM) of the companies by a period of 3 months from the due date by which the AGM ought to have been held for the financial year ended 31st March, 2020 i.e. 30th September, 2020. […]...

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Posted Under: Company Law |

Extraordinary General Meeting under Companies Act, 2013

An extraordinary general meeting (EGM) is a shareholder meeting called other than a company’s scheduled Annual General Meeting (AGM). The extraordinary general meeting is utilized to deal with urgent matters that come up between annual shareholders' meetings....

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Posted Under: Company Law |

Incorporation of private limited company through spice

Introduction: – According to section 2(68) of Companies Act, 2013, Private Company means ‘A company having a minimum paid-up share capital as may be prescribed, and which by its articles, i. restricts the right to transfer its shares; ii. except in case of One Person Company, limits the number of its members to two hundred [&h...

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Posted Under: Company Law |

Extract of Annual Return & Its Weblink : Companies Act, 2013

Section 92 of the Companies Act, 2013 (CA, 2013) obliges every company to prepare an annual return every year and file the same with the Registrar of Companies within 60 days of the date of Annual General Meeting (AGM) in E-form MGT-7 of Companies (Management and Administration) Rules, 2014 (MGT Rules). It was provided by […]...

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Posted Under: Company Law |

Scrutinizer Report under Companies Act, 2013

A scrutinizer is a person who observes any process which requires rigorous oversight, either to prevent the occurrence of corruption or genuine mistakes. It is most commonly known as part of voting in an election, where the scrutineer observes the counting of ballot papers, in order to check that election rules are followed. Under t...

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Posted Under: Company Law |

Refusal To Transfer Securities & Rectification of Register of Members – Microscopic View

This article has been drafted with a view to explain and amplify the scope and applicability of Section 58 and Section 59 of Companies Act, 2013 dealing with refusal or neglect to transfer or transmission by company and appeal thereof and rectification of register of members. For the proper appreciation of Section 58 and 59, […]...

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Posted Under: Company Law |

Corporate Compliance Calendar for the Month of November 2020

CORPORATE Compliance CALENDAR  covers Compliance under Income Tax act, 1961, Compliance under Goods & Services Act, 2017, Compliance under Other Statutory Laws (PF, ESIC, Under Factories Act, 1948 and Contract Labour Regulation and Abolition Act, 1970 )  and Quarterly Compliances under SEBI (LODR) Regulations 2015....

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NCLT admits plea for insolvency process initiation against personal guarantor

In re Anil Syal (NCLT)

From the report there does not appear any request of the Resolution Professional for issuance of the instructions for the purpose of conducting negotiations between the debtor and creditors for arriving at the repayment plan. Therefore, based on the reasons recorded in the report submitted by the Resolution Professional...

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Posted Under: Company Law | |

Independent Directors – Companies Act, 2013 & SEBI (LODR) Regulations, 2015

Independent Directors – Companies Act, 2013 and SEBI (LODR) Regulations, 2015 Independent Directors are non-executive Directors who do not have any material or pecuniary relationship with the Company. The Provisions pertaining to Independent Directors as specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosur...

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Posted Under: Company Law |

Conundrum on Merger between Company and LLP

The concept of LLP in India was introduced off late in 2008 by enacting the LLP Act, 2008 thereby allowing businesses to be registered as a new and hybrid structure. It was anticipated at that time that many corporate houses would consider LLP as a vehicle to run their business operations, mainly due to lower […]...

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Posted Under: Company Law |

LLP- 8 Due Date F.Y. 2019-20

In this editorial author discusses due date of filling of LLP-8 with Registrar of Companies for financial year 2019-20 along with date of signing of Financial Statement of LLP-8. Lots of professionals has asked us about extension in filing of e-form LLP-8 for f.y. 2019-20. Provisions of Law: As per Section 34 read with rule […]...

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Posted Under: Company Law |

Relaxation for Companies & LLP till December 31, 2020

RELAXATION DUE TO CoVID 19 Companies Act, 2013 & LLP Act, 2008 till December 31, 2020 In this article author shall discuss about Relaxation given by MCA for Compliances under Companies Act, 2013 and LLP Act, 2008 till December 31, 2020. MCA has relaxed Due Dates for Filing of Forms, holding of Meetings etc. MCA has issued […]...

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Posted Under: Company Law |

Everything about DPT-3

In this editorial author discusses about DPT-3. DPT-3 is annual return which is required to be filed  every year by Companies having any amount of loan or advances as on 31st March within 90 days of end of financial year i.e. upto 30th June. Q 1. What are the objectives of e-Form DPT-3? Ans. The […]...

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Posted Under: Company Law |

Is Auditor Certificate mandatory for DPT-3

In this Article author discusses about requirement of auditor certificate for filing of e-form DPT-3. Whether auditor certificate mandatory for all the DPT-3, if not then what are the situations when certificate from auditor required for DPT-3? Point of Editorial: Is Chartered Accountant Certificate required for e-form DPT-3? This is very...

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Posted Under: Company Law |

How to file DPT-3 In case of Loan from SHAREHOLDER?

In this Article author discusses how to file DPT-3 form when a Private Limited/ Public Limited Company having loan from shareholders (HUF, Trust, Individual etc.) As per exemption notification dated 05th June 2015 and 13th June 2017 Private Limited Companies are allowed to accept Loan from Shareholders of Company after following the proce...

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Posted Under: Company Law |

Key Takeaways from Companies (Amendment) Bill, 2020

 Key Take Away –  THE COMPANIES (AMENDMENT) BILL, 2020 Passed by Lok Sabha & Rajya Sabha Government has passed the Companies (Amendment) Bill, 2020 as Bill No. 88 of 2020 to further amend Companies Act, 2013 on March 12, 2020. Companies (Amendment) Bill, 2020 based on CLC Committee. CLC Committee submitted its report in Novemb...

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Posted Under: Company Law |

Basic of FDI or Foreign Investment under NDI Rules

Till 16th October, 2019, Foreign Investment was governed, by RBI in consultation with Central Government, by Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017, called as TISPRO. Pursuant to amendment made in FEMA through Finance Act 2015, Central Government is empowered to mak...

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Posted Under: Company Law |

How Preference shares capital form part of Net worth, within statutory prescription of Companies Act, 2013?

Net worth of a company is the value of the assets a company owns, minus the liabilities they owe. It is an important metric to gauge a company’s health and value, providing a useful snapshot of its current financial position. The concept of Networth becomes more relevant in ascertaining transactional values in an amalgamation, speci...

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Posted Under: Company Law |

Compounding of offence | Companies Act, 2013 | Procedure & Need

Compounding is a settlement mechanism, by which, the offender is given an option to pay money in lieu of prosecution, thereby avoiding a long and lengthy litigation proceedings. Thus, it is short cut mean to get the default tag removed by paying a sum of money. It is beneficial for both the Government and Defaulter. Government gets some r...

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Posted Under: Company Law |

Form INC-22A Active – Procedure / Steps / Applicability

Every company incorporated on or before the 31st December, 2017 shall file the particulars of the Company and its registered office details, in e-Form ACTIVE (INC-22A). e-Form INC-22A is required to be filed on or before 25th April, 2019. e-Form INC-22A is required to be filed only after e-Form AOC-4 and e-Form MGT-7 for financial [&helli...

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Posted Under: Company Law |

Companies (Amendment) Act, 2020 – Brief Note on Important Provisions

The Companies (Amendment) Bill, 2020 received President’s assent on 28th September, 2020. The Companies (Amendment) Act, 2020 seeks to amend the Companies Act, 2013 and contains 66 clauses. It shall come into force on such dates as the Central Government may, by notification in the Official Gazette, appoint. A. Key Highlights of the Com...

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Posted Under: Company Law |

Change in Registered Office Address within Local Limits Change of Registered Office Address within local limits of City, town or village

Registered office address of the Company is the Address which is visible on Master Data of the Company. As per Section 12 and other applicable provisions of Companies Act, 2013, it is mandatory to have a Registered Office address for the Company registered with Ministry of Corporate Affairs. Even, if registered Office address for Correspo...

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Posted Under: Company Law |

Exemption from Non-compliance of minimum residency of Director/Partner

Exemption from Non-compliance of minimum residency of Director/Partner in India for a period of at least 182 days in FY 2020-21 for Companies and LLPs u/s 149(3) In order to support and enable Companies and Limited Liability Partnerships (LLPs) in India to focus on taking necessary special measures to address the COVID-19 threat, includin...

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Posted Under: Company Law |

Compliance Calendar under Companies Act, 2013

In order to assist the Corporate Professionals, an attempt is made to prepare compliance calendar under Companies Act, 2013 as amended from time to time till date: Section No. of CA, 2013 Brief of Provisions E-form/ form and Remarks Time Limit Permissible Applicability Listed Compa-nies Unlisted Compa-nies Pvt Ltd Co 88 Every Company to k...

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Posted Under: Company Law |

Different Statutory Registers under Companies Act, 2013

Transparency is very important for the society likewise Ministry of Corporate Affairs has implemented The Companies Act, 2013 in such a way that it every company run their in business in clear and transparent way. The Companies Act, 2013 and the rules states the preparation and maintenance of various registers as and when applicable to [&...

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Posted Under: Company Law |

Make joint audit mandatory for certain class of Companies: CVOCA

We strongly believe that mandatory Joint Audit for large Companies is essential to improve Independence & audit quality in this challenging macro-economic environment....

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Posted Under: Company Law |

ROC cannot Deactivate DIN of Director for Disqualification in Any Company

Meethelaveetil Kaitheri Muralidharan Vs Union Of India (Madras High Court)

The issue under consideration is whether the ROC is correct and empowered to deactivate the Director Identification Number (DIN) of the director due to his disqualification in one company?...

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Exemption from Non-compliance of minimum residency of Director

Exemption from Non-compliance of minimum residency of Director/Partner in India for a period of at least 182 days in FY 2020-21 for Companies and LLPs (MCA Circular no. 36/2020 dated 20th October, 2020) In order to support and enable Companies and Limited Liability Partnerships (LLPs) in India to focus on taking necessary special measures...

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Posted Under: Company Law |

Setting up foreign Company In India !!!- A complete Guide

INCORPORATION OF COMPANY BY FOREIGN NATIONALS? Incorporation of Company by Foreign Nationals/Non Resident Indian/Overseas Citizen Of India (OCI) is a cumbersome process and subject to Regulatory approvals. The laws which here are of concern are: 1. Companies Act, 2013 2. Foreign Exchange Management Act, 1999. FEMA PERSPECTIVE Starting poi...

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Posted Under: Company Law |

FAQs on Companies Fresh Start Scheme 2020 (CFSS 2020)

What is Companies Fresh Start Scheme 2020 is all about? whom it will benefit? whom it will not? What would be the effect of these schemes? There would be numerous questions that might be bothering you....

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Posted Under: Company Law |

Unlisted Public Limited Company and its Compliance

Unlisted Public Limited Company and its Compliance Section 2(71) of the Companies Act, 2013 explained a Public Company. A Public Company is a company that offers shares to the general public and has Limited Liability with a minimum of 3 Directors and minimum of 7 members. Features of Unlisted Company: The shares of the Unlisted Public [&...

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Posted Under: Company Law |

Extension for FY 2020-21 of residency requirement for directors in India – Section 149 – Companies Act, 2013

[MCA General Circular No. 36/2020 dated 20th October, 2020 – Special Measures under the Companies Act, 2013 and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak- Extension-reg.]  Looking at continuous widespread of COVID-19, pandemic, Ministry of Corporate Affairs (‘MCA’) has further issued General Circular No. ...

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Posted Under: Company Law |

Scope of Fiduciary Duty of Directors: An Insight Into Regal (Hastings) Ltd. V Gulliver

Directors play an instrumental role in the functioning of the day to day affairs of the company. Directors are involved in certain key aspects of the management, and have a better understanding of the company’s affairs. This could also be misused in a way akin to them making secret profits or using such information for their personal be...

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Posted Under: Company Law |

Meaning of ‘Promoter’ under Companies Act, 2013

The article is written with an objective of developing an understanding as to who is a ‘promoter’ with respect to a company. While complying with the annual compliance formalities, every company is mandated to file an Annual Return under Section 92 of the Companies Act, 2013 (‘the Act’). The Annual Return demands the details of [&...

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Posted Under: Company Law |

What are the Documents/Information needed to Form an Indian Company?

Article explains Documents/Information needed to Form an Indian Company under Companies Act, 2013 and same includes Documents required from client’s end, Document required In case of Body Corporate/Company acting as Subscriber cum shareholders in Indian Company and Documents that require to be drafted and filed as per Laws in India towa...

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Posted Under: Company Law |

Stamp Duty on Shares And Debentures

INTRODUCTION The government of India through the Finance Act, 2019 bought 360-degree change under the Indian Stamp Act, 1899(hereinafter called as Stamp Act). Though there are numerous reasons for amending Stamp Act, some of the reasons are very explicit and some of them are not. However, no one can deny the fact that Stamp Act […]...

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Posted Under: Company Law |

Analysis of Dale and Carrington Investments (P) Ltd v. P.K. Prathapan and Ors. – (2005) 1 SCC 212

Through the course of law school, we have been taught in various capacities that there exists a distinct separation between ownership and management. Such ownership stands diffused by shareholders and the company is managed by a Board of Directors on behalf of such shareholders, which brings us to the Principal – Agent relationship wher...

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Posted Under: Company Law |

MCA relaxes residency requirement of 182 days for Director

General Circular No. 36/2020 (20/10/2020)

It is hereby clarified that non-compliance of minimum residency in India for a period of at least 182 days in a year, by at least one director in every company, under section 149 of the Companies Act, 2013 shall not be treated as non-compliance for the financial year 2020-­2021 also....

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Related Party Transactions – A Case Study of A Unlisted Public Company

Related party Transactions (RPT) in the Companies Act, 2013 is a subject of great importance. This gains further importance in the case of Listed Companies, wherein the Regulation 23 of SEBI (LODR) further lays down the compliance requirement for RPTs. While preparing the Audit Report under CARO, 2016 and verifying the disclosures in the ...

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Posted Under: Company Law |

Secretarial Standard on Meetings of Board of Directors

This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors. This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under […]...

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Posted Under: Company Law |

Annual Compliances for Private Limited Company

Private Limited Company is the most popular form of starting a business, there are various compliances which are required to be followed once your business is incorporated. Here is a list of compliances for the Private Company: Sr. No. Particulars Due Dates/Status 1. Company Name Board Every Company shall paint or affix its name, and [&he...

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Posted Under: Company Law |

Cost Audit under The Companies Act 2013 & Rules

A cost audit represents the verification of cost accounts and checking on the adherence to cost accounting plan. Cost audit ascertains the accuracy of cost accounting records to ensure that they are in conformity with cost accounting principles, plans, procedures and objectives. A cost audit comprises the following; -Verificatio...

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Posted Under: Company Law |

Can A Foreign National Start A Business In India Without Being A Resident?

A Foreign National can start a business in India without being a Resident and one can setup up a new business in India in any of the following ways: A. Limited Company (Private Limited/Public Limited Company) B. Limited Liability Partnership (LLP) C. Branch Office or Liaison/Representative Office, Project Office A. LIMITED COMPANY A non-r...

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Posted Under: Company Law |

Going Concern?  Hey Auditor, aren’t you concerned? Observe closely!

Hello auditors! As the romantic rainy season is over and rosy winter season stepping in closer day by day, the festival season is all over upon us. While this is the general atmosphere for all of us, you, the company auditors have the audit season before you in full swing, thoroughly busy, and except for […]...

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Posted Under: Company Law |

Note on Companies (Amendment) Act 2020

> Effective Date on which the Companies (Amendment) Act 2020 came into force: Date on which “The Companies (Amendment) Act, 2020” published in the Gazette is 28.09.2020. However effective dates of various provisions are yet to be notified, which may be different for different provisions of the Amendment Act > Objectives/...

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Posted Under: Company Law |

Companies (Prospectus and Allotment of Securities) Amendment Rules, 2020

Notification No. G.S.R. 642(E). (16/10/2020)

(1) These rules may be called the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2020. (2) They shall come into force from the date of their publication in the Gazette....

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Looking around statutory prescription involved in acquiring assets of a striked off company

Looking around statutory prescription involved in acquiring assets of a striked off company Acquiring units/undertakings/assets of a defunct or striked off company, can be economically viable for any person who is interested in expanding within a particular venture or entering into a new venture. But a certain level of forethought, might ...

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Posted Under: Company Law |

Director Remuneration- Not a Related Party Transaction

This brief article is aimed at addressing an oft cited query in the professional circles regarding the interpretation of the Companies Act, 2013 (‘the Act’) about whether there is a need and requirement of treating directors’ remuneration as a Related Party Transaction (‘RPT’). The Act, in Section 188, Chapter XII Meetings of Bo...

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Posted Under: Company Law |

Capitalization of Accumulated Profit by way of issuing Bonus Shares

Companies Act, 2013: Capitalization of Profits’ denotes the process of conversion of accumulated profits or reserves of a company into capital by means of a share issue. This share issue is called as bonus issue, capitalization or free issue. It involves the issue of new shares to existing shareholders by converting the accumulated ...

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Posted Under: Company Law |

Incorporation of a Company through Spice+

How to go ahead with Spice +? Still Confused? This article gives an insight on which all documents should be kept handy before starting with the process incorporation: Introduction – Spice+ which is a web form and divided into two parts, offers integrated services like: Part A Application for Reservation of Name (RUN) Part B […]...

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Posted Under: Company Law |

Procedure for Resignation of Director & Related Compliance (With Sample Drafts)

The directors of a company are its eyes, ears, brain and nerves upon whose efficient functioning depend the success of the company. However due to personal or unavoidable reasons, a director may resign from his position. The provision related to Resignation of Director have been provided in Section 169 of Companies Act read with Rule [&he...

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Posted Under: Company Law |

Secretarial Audit- Objective and Scope

Secretarial Audit is a compliance audit and it is a part of total compliance management in an organization. The Secretarial Audit is an effective tool for corporate compliance management. It helps to detect non-compliance and to take corrective measures. Secretarial Audit is a process to check compliance with the provisions of various law...

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Posted Under: Company Law |

Companies (Amendment) Act, 2020- Overview of provisions

The Companies (Amendment) Bill, 2020 Assented by President as Companies (Amendment) Act, 2020, provides the following, namely: — ♦ To incorporate a new Chapter XXIA in the Act related to Producer Companies. ♦ To decriminalize certain offences under the Act. ♦ To make provisions for allowing payment of adequate remuneration to non-...

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Posted Under: Company Law |

Failure of CSR in India

Corporate Social Responsibility is no longer a mere slogan or an idea. It has grown to become one of the most important indicators of a company’s responsibility towards the social growth. It has become indispensable for various firms to demonstrate such activities....

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Posted Under: Company Law |

Internal Audit & Internal Auditor Appointment under Companies Act, 2013

Internal auditing is an independent, objective assurance and consulting activity designed to add value to and improve an organization’s operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and gov...

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Posted Under: Company Law |

Companies (Amendment) Bill, 2020- 13 key features

The Companies (Amendment) Bill, 2020 was introduced by the Minister for Corporate Affairs, Ms Nirmala Sitharaman, in Lok Sabha dated September 19, 2020. The Bill was introduced with the purpose to amend the Companies Act, 2013. After a long discussion in the Lower House session of parliament, The Lok Sabha has passed the Companies (A...

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Posted Under: Company Law |

Impact of Companies Amendment Act, 2020 on formation of CSR Committee

Prior to Companies Amendment Act, 2020 As per Section 135, Companies having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year were required to constitute a Corporate Social Responsibility Committee [&...

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Posted Under: Company Law |

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