Applicable Provisions :- Section 2(85)

Ans. ‘‘small company’’ means a company, other than a public company,—

(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than five crore rupees; or* (* substituted with the word "and" vide S.O. 504(E) dated 13th Feb,2015)

(ii) turnover of which as per its last profit and loss account does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees:

       Provided that nothing in this clause shall apply to—

a holding company or a subsidiary company;

a company registered under section 8; or

a company or body corporate governed by any special Act;

Conclusion :- Therefore, a Company having a paid-up capital of Rs. 60 Lacs and turnover of Rs. 1 Crore shall not fall under the category of Small Company.

Ans.Being a subsidiary of 'A' (public) company,'y' (a private) Company will be practically deemed as Public company even if it continues to be a private company in it Articles.

Ans. The calculation of net worth to be done as per the definition stated in Section 2 (57)

Ans. yes it comes under purview of section 2(87)  (i) controls the composition of the Board of Director.

Ans. As per the provisions of Companies Act, 2013 Company needs to prepare Balance Sheet for 15 Months.

Applicable provisions: Section 12 (3) (c)

Ans. Every company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications.

Ans. As clarified by MCA vide General Circular No. 18/2014 dated 11/06/2014, Until the relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force. 

Comparative Study on such provision

Ans. In case of conversion of Private Limited Company into LLP, all the members of the Company to be partners in the LLP. No one else can be partner in LLP and of these members of the company at least two Partners would be the Designated Partners. Therefore, a Director not being the member of the company cannot become a Designated Partner in LLP.

Ans. Yes, Company can apply immediately for conversion into LLP after change of Name Clause.

Ans. Company is only required to file MGT-14 for Special Resolution.

Ans. As per guidelines of ICAI CA and CS cannot become partner in a firm or LLP. However individually they may form LLP to and can become designated partners also.

Kindly  review the Institute Guidelines in this matter.

Ans. As per our interpretation omission of Section 11 applies only to a company incorporated after 29th May, 2015 because amendment doesn't apply retrospectively. hence company incorporated before 29th May are under an obligation to file Form INC- 21. Form INC-21 is still available on MCA site

Ans.Being a subsidiary of 'A' (public) company,'y' (a private) Company will be practically deemed as Public company even if it continues to be a private company in it Articles.

Ans. Companies Act 2013 is silent about such provisions, hence a company may have two or more different objects as its main objects.

Ans. Conversion of partnership firm into private company is governed under sec.366 of companies act,2013.

 Procedure is as follows:

1)Filing for name approval: The entity has to get name reservation by applying in e form INC-1

2)Preparation of Foundation documents of the Company

3)Filing of requisite form for Conversion i.e. Form URC-1 which will be filed along with INC-7 within 60 days of name approval and a notice in newspaper about registration will be filed in Form URC-2 which will be filed as an attachment in URC-1.

4)Filing of Incorporation documents 

5)Receiving certificate of incorporation

MEASURES TO BE TAKEN AS PER COMPANIES ACT 2013 POST CHANGE OF NAME OF A COMPANY

1)Changes that companies need to effect immediately is in relation to their letterheads and other official communication. Section 12 of the Companies Act, 2013 as notified, prescribes that the following details should be included in business letterheads, faxes, bills, notices, all communication and other official publication:

2)Name and Registered Office Address

3)Corporate Identity Number (CIN)

4)Telephone Number

5)Fax Number

6)Email

7)Website

8)Where a company has changed its name in the last 2 years, it shall print along with its name the former name or names so changed during the last 2 years on such communication as provided above.

9)Similarly, the said section also prescribes that every company shall paint or affix its name, and address of its registered office and keep the same painted or affixed on the outside of every office or place of business in a conspicuous position in legible letters and also in the language that is in use in the locality where such place of business is situate.

SOME GENERAL COMPLIANCES THAT MAY NEED TO BE FOLLOWED ARE:

1)Intimation of change to all departments where company is registered and modification of the following registration:

2)PAN

3)TAN

4)TIN/VAT

5)Bank accounts (whether another account needs to be opened or it can be continued in the same name)

6)Labour related registrations.

7)Intimation to all judicial authorities where any litigation is pending.

8)Stock Exchange, if company is listed

9)Intimation to all state revenue authorities

The list mentioned above is tentative and there may be many other registration where the company has to intimate changes.

1. What is Central Registration Centre (CRC)?

The Central Registration Centre (CRC) is an initiative of Ministry of Corporate Affairs (MCA) in Government Process Re-engineering (GPR) with the specific objective of providing speedy incorporation related services in line with global best practices.

2. What services are offered by the CRC presently?

Applicable provisions - Sub-Section 6 of Section 42

 Ans. A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities.  if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the date of completion of sixty days and if the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of twelve per cent per annum from the expiry of the sixtieth day.

Provided that monies received on application under this section shall be kept in a separate bank account in a scheduled bank and shall not be utilized for any purpose other than—

(a) For adjustment against allotment of securities; or
(b) for the repayment of monies where the company is unable to allot securities;

Note: This Sub- Section 6 also applicable to  Nidhi Companies, Vide Notification No. G.S.R(E), Dated 5th June,2015

Ans. GNL-2 may be filed with Registrar after 30 days of circulation of offer letter , Additional fees will be leviable in accordance with table of fees prescribed under Companies Act 2013 and allied rules.

Applicable Provision: Rule 18(1) of the Companies (Share Capital and Debentures) Rules, 2014.

Ans. Following class of companies may issue debentures for a period up to 30 years:-

i) Companies engaged in setting up of infrastructure projects;

ii)  ‘Infrastructure Finance Companies’ as defined in clause (viia) of sub-direction (1) of direction 2 of Non-Banking Financial (Non-deposit accepting or holding) Companies Prudential Norms(Reserve Bank) Directions, 2007;

iii) ‘Infrastructure Debt Fund Non-Banking Financial companies’ as defined in clause (b) direction 3 of Infrastructure Debt Fund Non-Banking Financial Companies (Reserve Bank) Directions, 2011”.( vide Notification G.S.R. 413.(E)  dated 18.06.2014)

Applicable Provisions :- For the purpose of clarifications on matters relating to 'share capital and debentures' as sought by Industry Chambers, Professional Institutes and other stakeholders MCA has issued the Circular No. 19/2014 dated 12th June, 2014.

Ans. 1. Share transfer form executed  before 1st April, 2014 as per Form 7B and submitted to the company concerned within the period prescribed under relevant section of the Companies Act, 1956 needs to be accepted by the companies for registration of transfers.

2. In case any such share transfer form, executed prior to 1st April, 2014, is not submitted within the prescribed period under the Companies Act, 1956, the concerned company may get itself satisfied suitably with regard to justification of delay in submission etc. In case a company decides not to accept the share transfer form, it shall convey the reasons for such non-acceptance within time provided under section 56(4)(c) of the Act.

Ans. Stamp duty on issue of shares is levied as per state stamp law. Whereas the stamp duty on transfer of shares in 0.25% of the face value or consideration whichever is higher

Ans. Companies Act does not provide any restriction on premium which can be taken by Private Company. However it has to obtain a valuation report if the shares are issued through preferential allotment.  However one must review the provisions of Section 56 of the Income Tax Act before allotting the shares at premium. 

Ans. Allotment made by the Company upto 31-03-2014 can be done in old format of Companies Act 1956. Company has to update their Statutory Record from March 2014

Note: FORM SH-4 is required in case of transfer of shares. 

Ans. The Companies Act, 2013 does not contain any provisions regarding Disposing Off the physical Share certificates submitted for demateriliasation. 

Ans. There is no exclusive provisions provided for loss of share certificate by a foreigner under The Companies Act 2013 but in pursuance to the Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014,  the duplicate share certificate can be issued only after the prior consent of the Board and on such reasonable terms as board may think fit such as furnishing affidavit as evidence and indemnity to the company.

Ans. Payment of stamp duty is required to be made for increase in authorize share capital at the rate prevailing in the state.

Ans. For registering transfer of shares it is necessary to submit the original share certificates with the company. If the holder does not provide the same than the transfer cannot be registered.

Ans. There is no such procedure to approach Tribunal as Section 55(3) of the Companies Act, 2013 is not yet notified.

Ans. Following Buy Back provision under The Companies Act, 2013 any company even a subsidiary may buy back its shares.

Ans.Company has to buy back the shares offered by that shareholder.

Ans.The LLP can be member of any Company whether Public Ltd or Private Limited because LLP itself is treated as Artificial Juridical person and has perpetual succession.

Ans. Amended MOA will be attached in SH-7 itself.No requirement of MGT-14.

Ans. The rate of stamp duty in Himachal Pradesh is 0.40 ( paisa forty only) for each folio irrespective of the consideration. In case of online payment of stamp duty, receipt (challan) issued on this behalf is a valid proof of payment, whereas in case of offline payment , in-house maintenance of vouchers in accounts for this regard is a valid proof of payment.
 

Ans.The payment will be made under the jurisdiction of any of the registrar where the transferor or transferee is located.

Ans. Yes, a Company limited by shares may Issue the Preference Share on Premium.

Ans.Yes,PAS- 3( Return of Allotment) is required to filed with registrar within 30 days of allotment of debentures.

Ans. Companies Act, 2013 does not contain any requirement of Minimum cash /cheque limit for payment at the time of share transfer.

Ans. Public Company can not be converted into OPC.

Ans. Issue of debentures through private placement is required to be passed in General Meeting.

Ans. As per section 43, preference shareholders are entitled to receive dividend, either as a fixed amount or an amount calculated at a fixed rate. hence approval of members through SR is not required for payment of dividend to preference shareholders.

ROC fees for increase in authorised capital :-

 From 8 crore to 15 crore :-  5,25,000

From 8 crore to 20 crore :- 9,00,000

Ans. No,A.Ans. No, a Private Limited Company cannot issue Compulsorily Convertible Debentures ("CCD") through Right Issue as Sec.62(1)(a) of companies act,2013 specifies for issues of shares only and not for  securities.

Ans. Yes, the company has made a default in complying with the provisions.The company was required to issue share certificates within 3 months of allotment of share.

Ans.Yes,the company can offer shares at a premium to the existing shareholders under right issue on the value determined on the basis of valuation report. 

Applicable Provision : - Section 71 read with Rule 2(c)(ix) The Companies (Acceptance of Deposits) Rules, 2014.

Ans. No, the definition of deposit does not include any non-interest bearing amount received or held in trust.

Applicabe Provisions :- Clause viii of Rule 2(c) of The Companies (Acceptance of Deposits) Rules, 2014.

Ans. Yes,the director of the company or relative of the director of the private company, as the case may be, from whom money is received, has to furnish to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Ans. Yes, DPT-4 should be compulsory to be filed before June 2014 of the Company having deposits as on 31st of March, 2014

Section 74: Deposit accepted before the Companies Act, 2013

As per section 74 (1) Where in respect of any deposit accepted by a company before the commencement of this Act, the amount of such deposit or part thereof or any interest due thereon remains unpaid on such commencement or becomes due at any time thereafter, the company shall—

a)      File with the Registrar a statement in Form DPT-4 a statement of all deposits accepted by the company and sums remaining unpaid along with the interest payable thereon along with the arrangements made for such repayments.

b)      Repay within one year from such commencement or from the date on which such payments are due whichever is earlier.

Ans. Company can go for Second Board Meeting. 

Ans. Such amount will be treated as deposit if it is not adjusted within 365 days from the date of receipt against services.   

Ans. Any amount received in the course of or for the purposes of the business of the company as security deposit for the performance of the contract for supply of goods or provision of services does not consider as deposits.

Ans. As per the Notified exemptions on private companies, Sec 73(2)(a) to (e) does not apply subject to the condition that  it  can accept from its members monies not exceeding one hundred percent of aggregate of the paid up share capital and free reserves without complying with the conditions of issuance and filing of circular, depositing sum etc.

Further, a Private company can take deposits by passing Resolution in general meeting.

According to us deposit from directors shall not be considered as deposit of members 

A director can give loan to a company, however he has to give a undertaking that the amount he is giving is from his own funds not from borrowed funds.

Hence,  a director/member can't give deposits which is not from his owned funds

Ans. There is no as such prescribed procedure of Condonation of delay in filing satisfaction of charge under Companies Act,2013, but in pursuance to Rule 12 of the Companies(Registration of Charges) Rules,2014, if Application for satisfaction of charge is not filed within 30 days  then an application for Condonation of delay is to be filed with Central Government  in Form CHG-8 along with fees as an attachment to RD-2.

Further order passed by Central Government is to be filed with the Registrar in Form INC-28 as per the conditions stipulated in the said order. 

Ans. Corporate guarantee being a Contingent Liability required to be registered with ROC.

Ans. Yes, A can be surety of B after complying provisions of Section 186 of the Companies Act, 2013.

Applicable provisions : Section 121 read with Rule 31 of the Companies (Management and Administration) Rules, 2014

Ans. Every listed public company shall prepare  a report on each annual general meeting and the copy of the report prepared shall be filed with the Registrar in Form No. MGT.15 within thirty days of the conclusion of the annual general meeting along with the fee as may be prescribed or with such additional fees as may be prescribed, within the time as specified, under section 403.

Applicable Provisions :- Section 93 read with Rule 13 of the Companies (Management and Administration) Rules, 2014

Ans. Every listed company shall file with the Registrar, a return in Form No.MGT.10 along with the fee with respect to changes relating to either increase or decrease of two percent, or more in the shareholding position of promoters and top ten shareholders of the company in each case, within fifteen days of such change.

MCA vide The Companies (Registration Offices and fees) Amendment Rules, 2014 dated 28.04.2014 notified that the same shall  be certified by a chartered secretary in whole time practice only.

Ans. Section 118(10) of the Companies Act, 2013 mandates for every company other than OPC  to observe secretarial standards with respect to General and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.

 The Institute of Company Secretaries of India has issued following two Secretarial Standards w.e.f 01.07.2015

 (i)  SS-1 : Meetings of the Board of Directors and
(ii)  SS-2 : General Meetings

Ans. As per our opinion follow the following :- 

Minutes of the Annual /Extra Ordinary General Meeting of Members of......................held at 3.30 P.M. 

Thereafter in the quorum section one may write this line

Ans. In pursuance to Section 384 of Companies Act,2013 read with Rule 7 of the Companies (Registration of Foreign Companies )Rules,2014, Provides that any branch office of  Foreign Company in India is required to file FC-4 whether having Shareholders or debenture holder in  India or not.

Ans. Companies Act, 2013 does not contains any provisions for conducting an annual general meeting through video conferencing. Section 103 requires the personal presence of specified number of members (appropriate quorum throughout the meeting; other members may participate through video conference if articles of the company provides the same.

Ans. Companies Act, 2013 does not contains any provisions for conducting an annual general meeting through video conferencing. Section 103 requires the personal presence of specified number of members (appropriate quorum throughout the meeting) ; other members and entitled persons may participate through video conference if articles of the company provide the same.

Ans. As per the Provisions of Companies Act, 2013 “Cut-off date” for a e-voting process means a date not earlier than seven days before the date of general meeting and e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date preceding the date of the general meeting.

Ans. In reference with para -4 of form FC-4 , the balance sheet date will be of the parent company.

Ans. There is no as such requirement to fix book closure date before AGM but Record date must be announced before AGM .Record date must be the date before the date for book closure. For complying with the provisions of book closure please refer section 91 of the Companies act 2013.

Ans. A private limited Company, subsidiary of a public limited company shall be deemed to be a public limited company for the purpose of The Companies Act 2013. Hence, the quorum shall be as in case of a public company which is tabulated below:

Ans. Company is not required to file MGT-7 & AOC-3, if it has converted into LLP in the month of April 2015.

Ans. As per Section 96 of the Act and as per SS-2, General Meetings may be convened on a Public Holiday or on a Sunday, unless such day happens to be a National Holiday.

Ans. “National Holiday” as defined under SS-2 includes

i) Republic Day, i.e., 26th January;

ii) Independence Day, i.e., 15th August;

iii) Gandhi Jayanti, i.e. 2nd October and ;

iv) Such other day as may be declared as National Holiday by the Central Government.

Ans. The altogether applicability of section 96(2) still requires a further clarification for section 8 companies.

As per our views, a Section 8 company can hold its annual general meeting on a National Holiday, beyond business hours and at a place other than a place which is in the same city, town or village where the registered office of the company is situated subject to any directions given in this regard by the company in a general meeting.

Ans. MGT-10 is required to be filed only when there is a change of 2% or more in the shareholding position as a result of any purchase of shares regardless, on single day.For example : If 4 purchases are made in any single day, the transaction affecting 2% or more change , requiring filing of Form MGT-10.

Ans. Companies Act, 2013 does not contain any provisions in this regard, however in practice its good that both the  documents (MGT 7 and MGT 8) be signed by same person.

Ans. The Companies Act, 2013 will be applicable for complying with the  general meeting provisions.

As per provisions of Section 96, the first annual general meeting,  shall be held within a period of nine months from the date of closing of the first financial year of the company, hence due date of First AGM will be 30-9-2014.

Ans. Details of maximum ten resolutions and postal ballot resolutions can be provided through a single MGT-14.

Ans. In the above mentioned situation attach a declaration that Mr. B is attending meeting on behalf of Mr. A

Ans. As per Clause (b) of Sub-Section (1) of Section 110 ,Company can pass resolution through postal ballot in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting.

Hence Company can pass resolution for increase in authorised capital, To borrow money, change of name through Postal Ballot.

Ans. MGT-14 is required to be filed for the resolution passed at the board meeting for alteration of object clause as specified in Section 179 (3)(h).

Ans. As per our Opinion  the above mentioned company need to first open a separate Bank Account and then issue cheque from that account.

Ans. If the company is listed, then for payment of dividend it has to mandatorily use, either directly or through its Registrars to an Issue and Share Transfer Agents (RTI & STA), any Reserve Bank of India approved electronic mode of payment such as Electronic Clearing Services (ECS), National Electronic Fund Transfer (NEFT), etc.

Applicable provisions : Section 138 (1) read with Rule 13 of The Companies (Accounts) Rules, 2014 provides that –

Ans. The following class of companies shall be required to appoint an internal auditor or a firm of internal auditors, namely:-

(a) every listed company;

(b) Every unlisted public company having-

(i) Paid up share capital of fifty crore rupees or more during the preceding financial year; or

(ii) Turnover of two hundred crore rupees or more during the preceding financial year; or

(iii) Outstanding loans or borrowings from banks or public financial institutions exceeding one   hundred crore rupees or more at any point of time during the preceding financial year; or

(iv) Outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and

(c) Every private company having-

(i) Turnover of two hundred crore rupees or more during the preceding financial year; or
(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year;

Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within six months of commencement of such section.

Applicable provisions : Section 135

Ans. Every company having 

i) Net worth of rupees five hundred crore or more, or 

ii) Turnover of rupees one thousand crore or more or

iii) Net profit of rupees five crore or more during any financial year 

shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

Ans. A copy of the financial statement needs to be filed with the Registrar within thirty days of AGM of the company. MCA vide The Companies (Registration Offices and fees) Amendment Rules, 2014 dated 28.04.2014 notified that the same shall be certified by any of the following :-

Chartered Accountant ( in whole time practice) or;

Company Secretary ( in whole time practice) or;

Cost Accountant ( in whole time practice)  

Ans. GNL-2 is required for filling ADT-1.

Ans. Section 197(12) of The Companies Act, 2013 read with Rule 5 (vii)  of the Companies (Appointment & Remuneration of managerial Personnel) Rules, 2014 provides that every listed Company shall contain these details in its Director's Report.

Ans. Companies are required to file new forms as per The Companies Act, 2013 after 1st April 2014.Hence you need to file AOC-4 instead of 23ACA & 23 AC for Financial Year 2014-2015.

Ans. A Company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, is exempted from the preparation of consolidated financial statement in respect of associate companies or joint ventures or both for the financial year ending 31st March 2015.

Ans. As per the provisions of the Companies Act 2013, MGT-14 is required to be filed for Board Report, there is no specific requirement for filing notice of AGM in MGT-14 Private Companies are not required to file Form MGT-14 for approval of Board's Report and Financial Statement Vide Notification No.G.S.R.464(E) Dated 5th June,2015, there is no such exemption in case of listed company

Ans. Yes, Section 8 companies required to file MGT-14 to approve Finacial statement and Board report to ROC. 

Ans. MCA Vide General Circular No.10/2015 dated 13th July, 2015 Clarified in this matter that :-

i) The electronic versions of Forms AOC-4, AOC-4 XBRL and MGT-7  will be made available by 30th September 2015 and

ii) No Additional fees is required to be paid on Forms AOC-4, AOC-4 XBRL and Form MGT-7 upto 31st October, 2015

Ans. The following class of companies are required to file their financial statement and  documents under section 137 of the Companies Act ,2013 in e-form AOC-4 XBRL for the financial years commencing on or after 1st of April ,2014

(a) all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or

(b) all companies having paid up capital of rupees five crore or above;

(c) all companies having turnover of rupees hundred crore or above; or

(d) all companies which were hitherto covered under the Companies (Filing of Documents) and Forms in Extensible Business Reporting    Language)        Rules, 2011

Ans. The matter has been examined by MCA and it has been clarified vide circular No.11/2015 dated 21/07/2015 that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice.

Ans. No, as per provision of Section 134(1)  an auditor can't sign the balance sheet before the same is approved from the board. 

Ans.MCA Vide  Notification No. G.S.R.723 (E) Dated 14-10-2014 inserted a new proviso after the second proviso in Rule 6, of The Companies (Accounts) Rules, 2015 which provides that the requirement in respect of consolidation of financial statement shall not apply to  a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015.

Ans.You need to file AOC 4 for revision of financial attachment. Provision under Companies Act,2013 for revision of financial statement (Section 131) are yet not notified. For the same you need to follow the provisions of  Companies Act, 1956.

Ans.Reference for above mentioned query is provided below:

1) MCA Vide Notification No. G.S.R.723 (E) Dated 14-10-2014 inserted a new proviso after the second proviso in Rule 6, of The Companies (Accounts) Rules, 2015 which provides that the requirement in respect of consolidation of financial statement shall not apply to  a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015,.

2) MCA Vide Notification No.G.S.R.37(E) Dated 16-01-2015 inserted a new proviso after the third proviso in Rule 6, of The Companies     (Accounts) Rules, 2015 which provides that the requirement in respect of consolidation of financial statement shall not apply to  a company having subsidiary or subsidiaries incorporated outside India only for the financial year commencing on or after 01-04-2015

Ans. As per the provisions of Companies Act, 2013 Company needs to prepare Balance Sheet for 15 Months.

The Definition of Financial Year [Section 2(41)] in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Ans. Provisions of Section 137 of the Companies Act, 2013 and Rule 12  of the Companies (Accounts) Rules, 2014 mandates holding company to file its financial statements which are duly adopted in AGM  in Form AOC-4 (CFS).

Ans. If  your company having  any subsidiary or associate ,Details of  such subsidiary and associate are entered otherwise attach word document stating that there are no details of other entity(s)   .

Ans. Under the old provisions of the Companies Act 1956, It has been clarified through Circular: No. 1/2003, dated 13-1-2003 that a company could reopen and revise its accounts even after their adoption in the annual general meeting and filing with the Registrar of Companies in order to comply with technical requirements of any other law to achieve the object of exhibiting true and fair view. 

The revised annual accounts would be required to be adopted either in the extraordinary general meeting or in the subsequent annual general meeting and filed with the Registrar of Companies. 

Further the provision of Companies Act,2013 for Revision of Financial Statement i.e Section 130 and 131 are not yet notified.

Ans.Yes,for the purpose of determining the status of NBFC’s (NBFC-ND-SI) total assets of all NBFC’s in a group will be aggregated.

Ans. Company eligible for filling their  financial statement in e-form  AOC-4 XBRL are not require to separate file consolidated financial    statements of its Subsidiaries. As AOC-4 XBRL its self require mandatory  attachment of XBRL document in respect of Consolidated financial    statement of subsidiary.

Ans. Only activities covered under Schedule VII are recognized as CSR activities under Companies Act 2013 .Publication of religious books for temple are not covered under Schedule VII.

Applicable Provision : - Sub-clause (i) of Clause (d) of Sub-Section (3) of Section 141,read with Rule 10(1) of the Companies (Audit and Auditors) Rules,                                                   2014.

Ans. No , A relative of an auditor may hold securities in the Appointee company of face value not exceeding rupees one lakh.

Ans. As per Section 139 (8), Any casual vacancy as  a  result of resignation of an auditor shall be approved by the company at a general meeting convened within 3 months of the recommendation of the board and he shall hold the office till the next AGM.

Ans. Subject to the provisions of Section 139(1) of the Companies Act 2013, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting. Further provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting.

Ans. Nothing contained under Section 138 of the Companies Act,2013 and Rule 13 of the Companies (Accounts) Rules,2014 barred for appointment of common Internal Auditor in holding and its subsidiary companies. Therefore, as per our views Common Internal Auditor may be appointed in holding and its subsidiary.

Ans. As per Companies Act, 2013, Under Section 139(6) Company is not required to file ADT -1 in case of appointment of First Auditor by board of directors.

Ans. Companies Act, 2013 doesn't contains any restriction , hence an Internal Auditor can be appointed as CFO of the company in case of listed company.

Ans. Applicability of cost audit and cost records are to be checked as per the Cost records and Audit rules 2014. 

Ans.Yes, an auditor firm can be appointed for one year only as the act does not specify about the minimum term for appointment of auditor.

Ans. There are no penal provisions provided under section 138 and its rules therefore;

Section 450 attracts in this case, "Punishment where no specific penalty is provided.As per Section 450, Company and every officer of the company who is in default shall be liable to fine of Rs. 10,000 and Rs. 1000 per day for continuous default. 

Ans.Company need to follow normal procedure of Appointment of Statutory Auditor .There is no specific provisions regarding joint Auditor appointment as per the Companies Act, 2013.

Ans. Section 139 (8) of the Companies Act, 2013 states that any casual vacancy caused due to resignation by auditor can be filled by Board Of Directors within 30 days and  the same should be approved by the company at a general meeting within 3 months of such recommendation.

Ans. Form ADT-1 is required to be filed only at the time of appointment not for the subsequent ratification.

Ans.In the above mentioned situation , only  listed companies and other class of companies  prescribed under section 139(2) has to  appoint the auditor firm for 4 years, appointment of auditor firm for five years in all other companies is a valid compliance of 139 (1) 

Ans. In the above mentioned situation, only listed companies and other class of companies  prescribed under section 139(2) has to  appoint the auditor for 4 years, appointment of auditor for five years in all other companies is a valid compliance of 139 (1) .

Ans. As per the provisions of CA 2013,every company ,existing on or before commencement of this act which is require to comply with the provisions, shall comply with the requirements of this subsection within 3 years from the commencement of this act. Hence, the firm can be reappointed for F.Y. 2016-17.

Ans. First ADT-3 would be filed for resignation of proprietary unit and then ADT-1 will be filed for appointment of partnership firm. The new audit firm would be appointed in the EGM.

Ans. Sec. 143 quotes for the powers and duties of the auditors ,it is not related to the appointment of auditor and as per sec.139 appointment of auditor is required to be done in AGM while appointment of secretarial auditor is under the power of board as specified in sec.173 read with rule 8 ,companies(meeting of Board And Its Power) rules,2014.So,MGT-14 will be filed in which CTC of Board of directors for appointment of secretarial auditor will be filed as an attachment.

Applicable provisions : Section 149 (7)

Ans. Yes, it is mandatory to give declaration by Independent Director at first board meeting in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director that he meets the criteria of independence as provided in sub-section (6).

Note : The above mentioned Section is not applicable on Section 8 companeis Vide Notification No.G.S.R.466(E) Dated 05.06.2015 

Ans. Sebi vide  Circular CIR/CFD/POLICY CELL/2/2014 dated 17.04.2014 notified that  A person shall not serve as an independent director in more than seven listed companies.

Ans. It is not required to resign them, pass an Ordinary Resolution in the General Meeting for the appointment of Independent Director under The Companies Act 2013 for a period of five years. 

Ans. Notary is not required for DIR 8 and DIR 2.

Ans. No, Company is not required to appoint the director in the first general meeting after incorporation, if he is mentioned in the AOA at the time of incorporation

Ans. As per our opinion, the recommendation from Nomination and Remuneration Committee and the approval of the board will not be required for the appointment of SMP unless and until the appointee person is the director of the company.

Ans. It is not required to resign them, pass an Ordinary Resolution in the General Meeting for the appointment of independent director under The Companies Act 2013 for a period of five years.

Ans.Company need to file DIR-12 for appointment of nominee director.

Ans. One director is required to be retire by rotation

Ans. The provisions of The Companies Act 2013 shall over-ride the amended articles of association of the company, henceforth the Special Resolution is required to be passed for appointment of directors above the maximum limit of fifteen directors as prescribed in Section 149(1) (b).

Ans. As Per our opinion, you can appoint the same person as independent Director in other Group Company.

Ans. In case of death company  are required to file form DIR 12 by attaching the death certificate.

Ans. The Companies Act, 2013 does not specify any provisions for holding qualification shares by directors.

Ans. An additional director appointed  in the board meeting under section 161 (1) of the Companies Act,2013 can be appointed as a regular director as per the provision of section 160 at the ensuing Annual General Meeting of the company.An additional director appointed  in the board meeting under section 161 (1) of the Companies Act,2013 can be appointed as a regular director as per the provision of section 160 at the ensuing Annual General Meeting of the company.

Ans. The date of appointment would be 27.08.2015 .

Ans.The date of appointment would be 27.08.2015 .

Ans.Yes, Companies Act 1956 does not have any provisions related to Independent Directors. So the persons appointed as Independent Directors had to be re-designated as Independent Director as per the provisions of Companies Act 2013 and provisions of section 160 will apply and  deposit of Rs. 1 lakh is also required in case of re- designation as independent director under CA 2013.

Applicable Provision : - Section 180

Ans. Section 180 is applicable only to public companies i.e. private limited companies were exempted from this requirement Vide Notification No.G.S.R.464(E) Dated 5th June,2015 and therefore they could borrow any sums of money upto any limit without the need of seeking any approval from the members of the company.  So now onwards private companies have not required to seek the approval of their members if they are intending to borrow monies in excess of their paid up share capital and free reserves.  

Ans. There is no need to hold board meeting in the first quarter, it can be hold within 120 days from the last board meeting.

Ans. Only resolution may be attached. No need to file form MBP 1.

Ans. Every time you have to file MGT-14.

Ans. As per our understanding of the provisions of law it is not required to attach form MBP-1 with form MGT 14.

Ans. Section 180 clearly provides that board shall exercise the powers under this section only with the approval of members by special resolution. Thus it is necessary to pass board resolution and Special Resolution.

Ans. Pursuance to Section 167(1) (b) if a Director absents himself from all the meetings of Board of Directors held during a period of twelve months with or without seeking leave of absence of board, then office of a director shall become vacant and if he still continues to be a director then he shall be punishable with imprisonment for a term extend to one year or fine of Rupees 1 Lakh which may extend to 5 lakh.

Ans. In Pursuance of Section 178 read with Rule 6 of  Companies (Meetings of Board and its Powers) Rules, 2014 provides following class of Companies  have to constitute the Nomination and Remuneration Committee :-

(i) all public companies with a paid up capital of ten crore rupees or more;

(ii) all public companies having turnover of one hundred crore rupees or more;

(iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

Ans. MGT-14 is required to be filed for MBP-1 with additional fees upto 300 days for the disclosure of interest in the first board meeting held after incorporation of the company. MCA vide Notification dated 18.03.2015 has omitted the provision for filing MBP-1.

Ans. Letting of property on lease and leave basis will attract Section 180(1) (A) and requires filing of special resolution.

Ans.The period of twelve months, means a period of twelve months. In this Problem Mr. A is liable to vacate office u/s 167 (1) (b) as the period of twelve months exceeds between the gap of the two Board Meeting. 

Ans. Yes, Participation of director in Board Meeting  through Video Conferencing is a valid electronic mode; make sure that service of video conferencing provided by Skype is proper.

Ans. As per companies Act ,2013 following class of Companies are required to constitute vigil mechanism:

i) Every listed company and

ii) The Companies which accept deposits from the public;and

iii) The Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.

Rule 7(3) talks about the companies which were falling under above category and do not require to constitute audit committee. 

Ans. MCA has not yet notified the matter related to establishment of ICC under Companies Act, 2013 but as per Sexual Harassment Act, it is mandatory to constitute ICC ;hence in your case A Ltd have to constitute separate ICC.

Ans. No need of filing any form for disclosure of interest as clarified vide Notification dated 18th- March -2015.

Ans. If the company is private , then there is no need to pass special resolution as per the notification dated 5-06-2015.The resolution passed under section 293(1)(d) is valid for a period of one year from the date of notification of section 180. Company may pass the relevant resolution in  this AGM.

Ans. Sub -section (9) of Section 178 provides penalty provisions for contravention of the provisions of section 177. 

Ans.Provide remarks and reason for non-appointment in board report for f.y. ending 31.03.2015 and further take necessary steps in this regard .

Ans. Yes, Participation of director through Video Conferencing is a valid electronic mode,make sure that service of video conferencing provided by Skype is proper.

Further valid proof of board meeting was preparation of minutes and their approval.

Ans.  Section 180 clearly provides that board shall exercise the powers under this section  only with the approval of members by special resolution. Thus it is necessary to pass board resolution and Special Resolution,

 Company may pay any remuneration to Directors in private company if the company is in profits.

Ans. You have to check the compliance provided in section 185 & 186.

Ans. MGT-14 is not required to be filed now for disclosure of interest

Ans. No need of filing any form for disclosure of interest as clarified vide Notification dated 18th- March -2015.

Ans. If the company is private , then there is no need to pass special resolution as per the notification dated 5-06-2015.The resolution passed under section 293(1)(d) is valid for a period of one year from the date of notification of section 180. Company may pass the relevant resolution in  this AGM.

Ans. Sub -section (9) of Section 178 provides penalty provisions for contravention of the provisions of section 177. Dated 26.09.2015

Ans. As per the secretarial standards board meeting can be held at any place on any day and at any time excluding national holidays.

Ans. As per the MCA exemption notification dated 05.06.2015 for sec.8 company, it Shall apply only to the extent that the Board of Directors, of such Companies shall hold at least one meeting within every six calendar months. Since the company has conducted one board meeting in 6 calendar months, the company has fulfilled its compliance.

Applicable provisions :- Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), 2013

Ans. The following company shall have to get the secretarial audit done by a company secretary- 

• Every listed company;
• Every public Company having paid up capital of Rs.50 crores or more;
• Every public Company having turnover of Rs.250 crores or more.?

 ?Note :-The format of the Secretarial Audit Report shall be in Form no. MR. 3

Applicable provisions :-  Section 203 read with Rule 8 and 8 A of the Companies (Appointment and  Remuneration of Managerial Personnel), 2013

Ans. Every company belonging to such class or classes of companies as prescribed below shall have  whole- time key managerial personnel:

• Every listed company and
• Every other public company
• Having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.

Note :- A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary in accordance with Rule 8 A inserted vide Notification No. G.S.R.390(E) Dated 9.06.2014.

Applicable Provisions:-  Section 2 (51) Definition of key managerial personnel includes Company Secretary

And 

Section 203 and Rule 8 and 8 A of The Companies (Appointment and remuneration of managerial personnel) Rules, 2014 provides for the appointment of key managerial personnel. 

Ans. For the appointment of Company Secretary in private company following forms are required to be filed: 

Form DIR-12  

Form MR -1

Form MGT-14

Ans. As per Rule 8A of the Companies (Appointment and Managerial Personnel) Rules, 2014 , private companies which have a paid up share capital of five crore or more shall have a whole- time company secretary only. 

Ans. As the act does not restricts a company to appoint one person as KMP and Internal auditor of the company, if the appointee fulfills both the criteria i.e. as KMP and Internal Auditor as provided in the Act.

Ans. As company is a private limited company, a company secretary for every subsidiary company is requiring to be appointed.

Ans. The remuneration to the directors, where directors are relative will be fall within the purview of section 188 (1) (f) Read with rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014.

As Whole time Directors are exempted to pay Service tax , to avail the benefit of such exemption the directors can be designated as Whole time Director.

Ans. Company may pay any remuneration to directors in private company if the company is in profits.

Ans. It is necessary to re designate the directors as whole Time Director/Managing Director.

Ans. Pursuance to the provisions of Section 203 (3) a whole time KMP shall not hold office in more than one company except in its subsidiary company at the same time. Hence, the same person can be appointed as CS(KMP) in the subsidiary company.

Ans. i) No, Shareholder's approval is required as exemption has been granted to private companies;

ii) No, there is no restriction for remuneration in case of private limited company;

iii) MGT-14 is not required to be filed with ROC while DIR-12 is required to be filed.

Ans.There is no such requirement under Companies Act, 2013 that resolution for appointment /resignation of directors in wholly owned subsidiary be passed in the board meeting of holding company.

Ans. The Companies Act, 2013 does not contain any such restrictions; however income tax does not allowed personal expenses as deduction. 

Ans. Yes, there is a difference between executive director and whole time director. Executive director means a director who executes the decisions of the directors and he may be working part time or whole time whereas whole time director devotes his whole energy towards the company may he not be an executive director.

The remuneration of executive director is decide in accordance with Section 197.

Ans. There is no as such restriction of paying sitting fees to WTD in the Companies Act, 2013. Yes, sitting fees paid in a year can exceed total managerial remuneration.

Ans. As per our  opinion a tentative list of applicable laws on textile industry are as under:

a)      Additional Duties of Excise (Textiles and Textile Articles) Act, 1978

b)      Textiles Committee Act, 1963 

c)      Textiles (Development and Regulation) Order, 2001 

d)      Textiles (Consumer Protection) Regulations, 1988 

e)      Hand looms (Reservation of Articles for Production) Act, 1985

f)        Jute Manufactures Cess Act, 1983

g)      Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 

h)      Jute Manufacturing Development Corporation Procedural Rules 1984

i)        Jute Packaging Materials Rules 1987

j)         Indian Boilers Act 1923

There may be some other laws which  can  review during audit process.

Ans.No,the designation of CFO as KMP will not be applicable to private company. As private company not required to appoint a KMP as per section 203.

Ans. As per our opinion applicability of Secretarial Audit should be considered for the year for which Secretarial Audit is to be done i.e. for 2014-15.Since company (turnover 85 crore) does not fall under the category of companies required to get secretarial audit done hence it is not required to appoint secretarial auditor.

Ans. The form MR 1 need not to be filed in the case where company is not required to appoint KMP i.e.company not having a paid up capital of Rs. 5 Crores or more.

Ans. For appointment of managerial personnel private company require to follow sub -section 1 to 3 of Section 196 and Part I of Schedule V and  there is no ceiling limit of profit for payment of remuneration in a financial year as prescribed in section 197.

Ans. Sec.196(4) is not applicable to private company, hence WTD can be appointed by passing board resolution only. 

Ans. E-form MGT-14 is required to be filed for the Board Resolution to approve Financial Statement and Board's Report only by Public Companies and its Subsidiaries. MCA vide Notification No G.S.R 464 (E) Dated 05.06.2015 has exempted Private Companies for filling MGT-1 4 under section 117 of The Companies Act,2013.

Ans. MCA Vide  Notification No. G.S.R.723 (E) Dated 14-10-2014 inserted a new proviso after the second proviso in Rule 6, of The Companies (Accounts) Rules, 2015 which provides that the requirement in respect of consolidation of financial statement shall not apply to a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both,for the consolidation of financial statement in respect of associate companies or joint ventures or both for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015

Ans.  Form ADT-1 is required to be filed only at the time of appointment not for the subsequent ratification.

Ans. SRN of GNL-2 is a valid SRN required to be disclosed while filling AOC-4.

Ans. As per Section 139(6)  of the Companies Act ,2013  Company is not required to file ADT -1 in case of appointment of First Auditor .

Ans. If the auditor has been changed during the year then the SRN of the ADT 1 for the appointment of the auditor who has signed the balance sheet is to be entered.

Ans. The following class of companies are required to file their financial statement and  documents under section 137 of the Companies Act ,2013 in e-form AOC-4 XBRL for the financial years commencing on or after 1st of April ,2014 :- 

(a) all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or

(b) all companies having paid up capital of rupees five crore or above;

(c) all companies having turnover of rupees hundred crore or above; or

(d) all companies which were hitherto covered under the Companies (Filing of Documents) and Forms in Extensible Business Reporting Language) Rules, 2011

Ans.MCA vide Notification G.S.R 206(E) Dated 18.03.2015 has clarified that Companies are not required to file any form with registrar for disclosure of interest of directors.

Ans. Provisions of Section 137 of the Companies Act, 2013 and Rule 12  of the Companies (Accounts) Rules, 2014 mandates holding company to file its financial statements which are duly adopted in AGM in Form AOC-4 (CFS).

Further AOC-1 (Statement of subsidiaries/associate companies/joint ventures as required under section 129) is a mandatory attachment in AOC-4.

Ans. Yes, e-mail id and telephone number can be changed in the form and the same will be updated in the master data too.

Ans. If the FCRN number of any company is not available then, the details of that company can be left out while filling the form. 

Ans. If the company has more than 20 subsidiary companies then, a separate file containing the details of the subsidiaries in the same format as in the form is to be attached along with the form.

Ans. Companies Act, 2013 does not contain any provisions in this regard, however in practice its good that both the documents (MGT 7 and MGT 8) be signed by same person.

Ans. No, there is no as such limit for number of forms which can be certified by a PCS. The limit of 80 companies is for MGT -8.

Ans. No, attachment of Notice of AGM in AOC-4 is not a mandatory attachment.

Ans. If company having  any subsidiary or associate ,Details of  such subsidiary and associate are entered otherwise attach word document stating that there are no details of other entity(s)   .

Ans.  Section 384 of Companies Act,2013 read with Rule 7 of the Companies (Registration of Foreign Companies )Rules,2014, Provides that any branch office of  Foreign Company in India is required to file FC-4 whether having Shareholders or debenture holder in  India or not.

Ans. In reference with para -4 of form FC-4 , the balance sheet date will be of the parent company.

Ans. If the authorized capital of the company is altered by the company and has not filed the Form SH 7 for the alteration in the authorized capital then, the company need to file Form SH 7 first in order to get the data corrected.

If the company has filed the form for the alteration of the capital but still there is mismatch then, the company have to get its master data corrected first.

Ans. A Company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, is exempted from the preparation of consolidated financial statement in respect of associate companies or joint ventures or both for the financial year ending 31st March 2015.

Ans. Yes, section 8 companies required to file MGT-14 to approve Finacial statement and Board report to ROC.

Ans. No an auditor can't sign the balance sheet before the same is approved from the board.

Ans. The matter has been examined by MCA and it has been clarified vide Circular No.11/2015 dated 21-07-2015 that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice.

Ans. High court order is enough for filling pending forms without going through the channel of compounding.

Further if ROC asks for compounding on the same matter, you can attach high court order in response.

Ans. High court order is enough for filling pending forms without going through the channel of compounding.

Further if ROC asks for compounding on the same matter, you can attach high court order in response.