corporate and professional update on company law

CORPORATE AND PROFESSIONAL UPDATE ON COMPANY LAW 

• In partial modification to the earlier order of the C.L.B., the Constitution of the Chennai Bench & Kolkata Bench of Company Law Boardhas been changed for the period starting from 14-12-2015 to 12-03-2016.

• Version of Form-4 and Form-27 are going to be modified w.e.f 18^th DEC 2015. Stakeholders are requested to plan accordingly.
• Legal heir of director was entitled to file plea to seek ownership and transfer of shares in his name

• The Companies (Management and Administration) Third Amendment Rules, 2015. In exercise of the powers conferred under sub-sections (2) and (3) of section 92 read with sub-sections (1) and (2) of section 469 of the Companies Act 2013(18of2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules. 2014, namely.

• Provision of mandatory reporting of fraud by auditor is effective from 14.12.2015. MCA.

• Where upon death of director of company, petitioner being legal heir filed company petition seeking declaration of ownership over shares and their transfer in his name, petition would be maintainable

• Where respondents had without any sufficient cause, refused to transmit shares in name of petitioner and rectify Register of Members, it constituted an act of oppression [2015] 64  115 (CLB – Mumbai) Neo Finance (P.) Ltd. v. Rakesh Soni

FAQ ON COMPANY LAW:

Query:Is this practically possible to convert LLP into Private limited?

Answer: No, we can only convert Private Limited Company into LLP but it is not possible to convert LLP into Company as per the provisions of Companies Act 2013 or LLP Act 2008.

Query: One of our company which is a holding company is availing bank finance against immovable property held by subsidiary company as showing in subsidiary balance sheet. Now the bank wants to create ROC charge on assets held by subsidiary company. Please advise that if there is any problem on this charge as per companies act2013?

Answer: Charge is required to be created on both Holding Company & Subsidiary Company and separate Loan Agreements are required to be entered into by the Bank one with Holding Company regarding the loan so taken and other Agreement with the Subsidiary Company as the assets of subsidiary company are mortgaged with the Bank as Guarantee.

So, Loan Agreement is required to be entered between Bank & holding company and separate Guarantee Agreement is required to be entered between & Subsidiary company.

Query: A Company has allotted shares on 29-03-2013 but has not filed form -2 as per Companies Act 1956. Now they want to file the belated return of allotment w.e.f. 31-03-2013 with whatsoever penalty. Kindly let us know the procedure.

Answer: Provisions of Companies Act 2013 has overridden the provisions of Companies Act 1956 with effect from 01/04/2014.

In this case, for belated filling of forms under the Companies Act 1956, you will have to first file an application with the Central Government for condonation in delay of filing the form under section 460 of the Companies Act 2013 and then has to comply with the directions of Central Government, whatsoever.

Query: Are Audit of foreign companies also included within the ambit of Section 141 of Companies Act 2013. Kindly clarify.

Answer: As per clause (g) of section 141(3) of the Companies Act, 2013, a person shall not be eligible for appointment as an auditor of a company if such person or partner is at the date of such appointment or reappointment holding appointment as an auditor of more than twenty companies excluding Private Companies

Therefore, according to this section, audit of all companies would be taken into consideration while computing the ceiling limit of number of audits.

Query: We are associated with a newly incorporated Limited company. Here, three directors were appointed on same day (Date of incorporation). Now how shall we deal with their retirement with rotation?

Answer: In terms of section 152(6)(d) of the Companies Act, 2013, if two or more directors have been appointed on the same day at the same AGM, their retirement will be determined either mutually among them   or by lot.

OTHERS:

• DGFT had prescribed a procedure to be followed for claiming rewards under MEIS where exports had been made through EDI generated shipping bills between 01.04.2015 to 31.05.2015.

• Clarification on availability of benefit under Focus Product Scheme of Foreign Trade Policy 2009-14 on the export of items mentioned at SI No. 269 of Appendix 37-D, Table 1 of Foreign Trade Policy 2009-14 of kind used on bicycle (ITC HS 8481). Click here to view.

• ICAI launched ICAI Tamilnadu Flood Relief Fund for helping the families of people who died and thousands left homeless

• The ICAI: 15 DEC 2015 is Last date for Submission of the PAN details Card of Members / Firms to ICAI.

• SEBI had introduced the facility of “Basic Services Demat Account” (BSDA) with limited services for eligible individuals in the year 2012 with the objective of achieving wider financial inclusion and to encourage holding of demat accounts

• The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 place obligations with respect to Scheme of Arrangement on Listed Entities.

• GST rate will be much less than 18% – Says FM

• Subramanian Panel suggests GST rate structure to fulfil Make in India objective by making One India

FAQ on ESIC

• Query: Employers likely to pay service-tax on forfeiture of retention bonus or deposits of employees

• Answer: In some cases, employers collect security deposits from employees which could be forfeited if employee is unable to serve the specified period.

• EPF Organisation has launched simple forms for settling claims based on UAN EPF forms and employer’s attestations are no longer necessary for filing PF claims
• NCLT and NCLAT are likely to become functional from next Financial Year: Arun Jaitely

• allows e-registration and e-payment of fees under FCRA

• US Fed finally exits zero-rate policy, hikes interest rate by 25 bps.

• NHAI: Rs.10,000 Crores Tax Free Bonds opens TOMORROW (17^th DEC 2015). Coupon Rates (Retail) for 10  Years – 7.39% , 15 Years – 7.60%.

• Banks to follow Marginal Cost of Funds based lending rate method for advancing loans from April 1, 2016:

• Key Dates:

Payment of D-VAT TDS for November (DVAT 20): 15/12/2015

Payment of Advance Income Tax: Companies (75%) & Others (60%): 15/12/2015

E-Payment of Provident Fund for November: 15/12/2015 (cheque to be cleared by 20^th)

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; Hope the information will assist you in your Professional endeavors. For query or help, contact: singh@carajput.com or call at 9555555480

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