• +91-8010233173
  • 312, 3rd floor, Kirti Shikhar, District Centre, Janakpuri Delhi - 110058

LLP Modified Settlement Scheme, 2020 – One Time Opportunity to Make Good All Your Past Defaults

LLP Modified Settlement Scheme, 2020 The Ministry of Corporate Affairs introduced a settlement scheme for Limited Liability Partnership (LLP) to allow the delayed filing of forms with an additional fee limit capped at Rs. 5,000/-, effective from 16th March 2020 until 13th June 2020. The scheme aimed to promote compliance among LLPs who failed to file the form within due time and provide a one-time opportunity to complete pending compliances with lower fees. However, the Ministry of Corporate Affairs introduced a new LLP Modified Settlement Scheme, 2020 (LMSS, 2020) to modify the existing settlement scheme, allowing completion of due compliances until 31st August 2020 without payment of an additional fee, providing a boon in the Covid-19 pandemic situation for LLPs to complete all their charges without paying any additional fees and waiver of per day penalty. This is an excellent endeavor by the Central Government to promote the completion of all pending compliances by LLPs at normal fees. So, let's understand the pros and cons of the boon LMSS 2020 as provided by the Government: Eligibility Criteria The LLP Modified Scheme is applicable to all Defaulting LLPs. Defaulting LLP means all LLP who has made default in filing forms. In other words, forms are due for filing but have not been filed by the LLP. However, such forms can only be filed by the LLP only if the status of the LLP is active at the MCA portal. The following LLP cannot avail of the benefit of the LLP Settlement Scheme unless their status is changed to active: LLP under the process of striking off LLP Struck off /Defunct LLP LLP which has filled Form 24 for striking off its name Which forms can be filed The following forms which are due by 31.08.2020 and have not been filed by the LLP can be filed under the LLP Modified Settlement Scheme: Form-3: Filing of new/modified LLP Agreement Form-4: Filing of notice for appointment/resignation/change in designation of Designated Partner / Partner or consent to become Designated Partner / Partner Form-5: Notice for change in name Form-8: Filing of Statement of Accounts and Solvency Form-11: Annual Return of LLP Form-12: Intimation of Address for Service of Documents Form-15: Change of Registered office Form-22: Filing of Order of Court/ Tribunal/ CLB/ Central Government Form-23: Application for direction to Limited Liability Partnership (LLP) to change its name Form-27: Form for filing of registration of particulars by foreign LLP Form-29: Form to be filed by Foreign LLP Form-31: Application for compounding of Offence Payment of Fees The person availing benefit under the scheme is required to make payment of only normal fees. No additional fee or penalty shall be levied for all forms due by 31st August 2020, and the same has been filed on or before 30th September 2020. Immunity Certificate Every LLP filing form till 30th September 2020 will automatically be covered under the LLP Modified Settlement Scheme, and no indemnity bond is required to be filed for avail immunity under LMSS. Benefits [...]

By |2024-04-11T06:55:30+00:00May 30th, 2020|Legal, Secretarial|0 Comments
Read More

Corporate Social Responsibility (CSR) and Covid-19 CSR

Introduction of Corporate Social Responsibility (CSR) and COVID -19 Corporate Social Responsibility (CSR) is the social responsibility entrusted on the corporates pursuant to their availing the benefits of the society and it is the duty of the corporates to give back and protect the society through CSR activities. COVID-19 also known as corona virus disease, is pandemic declared by the World Health Organization and this virus has affected the whole world. To combat with the situation and to manage the whole country, many schemes and facilitation has been introduced by the Indian Government. However, the Government is also seeking help from corporates and individual to contribute to the extent they can to overcome this difficult situation. To promote and motivate contribution from corporate sectors government has considered their contribution as CSR Activities. Earlier CSR activities included the following: Projects or programs relating to activities areas or subjects specified in Schedule VII to the Act; or Projects or programs relating to activities undertaken by the Board of Directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will include activities, areas or subjects specified in Schedule VII of the Act. The following activities are considered as CSR activities per Schedule VII: Eradicating poverty and malnutrition, hunger, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. Promoting gender equality, empowering women, setting up old age homes, day care centres and such other facilities for senior citizens, setting up homes and hostels for women and orphans and measures for reducing inequalities faced by socially and economically backward groups. Ensuring ecological balance, environmental sustainability, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga. Protection of art, culture and national heritage including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts; Measures for the benefit of war widow, armed forces veterans and their dependents; Training to promote nationally recognised sports, rural sports, paralympic sports and olympic sports Contribution to the prime minister's national relief fund or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women; Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under [...]

By |2020-04-17T19:33:00+00:00April 17th, 2020|Secretarial|0 Comments
Read More

CONVERSION OF A PUBLIC LIMITED COMPANY INTO A PRIVATE LIMITED COMPANY

CONVERSION OF A PUBLIC LIMITED COMPANY INTO A PRIVATE LIMITED COMPANY Many times there are circumstances which drive a Company to convert its nature from public to private. These circumstances may be such as favorable exemption provided to a private company or the business need or may be the market situation. So, let us discuss the detailed procedure for conversion of public company into private. POWERS DELEGATED TO RD: By Companies (Amendment) Ordinance, 2018, Power of Tribunal has been transferred to Central Government. Ministry of Corporate Affairs (MCA) on 18th December, 2018 has published Companies (Incorporation) Fourth Amendment Rules, 2018 which shall come into effect from 18th December, 2018. By these rules, MCA amended Rule 41 “applicability under Section 14 for conversion of Public Company into Private Company” wherein “Power of Central Government has been assigned to Regional Director to look into the matter related to approval of conversion of public limited company into private limited company”. PROVISION DEALING WITH CONVERSION OF PUBLIC LIMITED INTO PRIVATE LIMITED: Section 13: Deals with alteration of Memorandum of Association. Section 14: It provides for alteration of Articles of Association. Section 18: It provides the manner in which an existing Company can convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provision of chapter II of the Act. Rule 41 of Companies (Incorporation) Fourth Amendment Rules, 2018: Rule 41 deals with Application to be filed under Section 14 for conversion of public company into private company. PROCEDURE FOR CONVERSION OF A PUBLIC COMPANY TO PRIVATE LIMITED COMPANY: STEP-I: CONVENE BOARD MEETING The very first step is to convene Board Meeting for passing of Board resolution to get in principal approval of Directors for conversion and to convene Extra Ordinary General meeting to take approval for conversion from the shareholder of the Company. Points to be considered for convening of Board Meeting: Clear 7 days notice along with agenda and notes is to be circulated among the Directors of the Company. Board Meeting can be held at a shorter notice, provided shorter consent is obtained from the Director before the meeting. Agenda and notes to be circulated among the Board Members much in advance. Notice of meeting should clearly mention the day, date, place and time of meeting. STEP –II: MATTERS TO BE CONSIDERED IN BOARD MEETING: To take in-principal approval for conversion of Public Company into Private Company. To obtain approval for Alteration in Memorandum and Articles of Association and recommend the proposal for conversion to be considered by way of special resolution by the members in general meeting To finalise the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members. To approve General Meeting Notice along with explanatory statement to be annexed with notice as per Section 102(1) of the Act.  STEP- III: ISSUE NOTICE OF GENERAL MEETING Notice of General Meeting shall be circulated at least 21 days before the actual date [...]

By |2020-04-15T18:53:38+00:00April 15th, 2020|Secretarial|0 Comments
Read More

Companies Fresh Start Scheme, 2020 (CFSS,2020)

All about Companies Fresh Start Scheme, 2020 The impact of COVID-19 is dangerous as the virus is easily communicable and there is no specific antidote for the same. Government is trying their best to protect the interest of people to the extent they can. With this intent, they have introduced the Companies Fresh Start Scheme, 2020 (CFSS-2020) which provide a one time opportunity to all non compliant companies to start a fresh and complete their compliances without payment of additional fees. The detailed about the scheme introduced is as follows: Definitions Default: Default means failure in filing of documents on due date and are still pending for filing (also referred as belated filing). Defaulting Companies: Defaulting Companies means a Company which has made the default of non-filing of documents Inactive Companies: Inactive Companies means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years Immunity Certificate: Immunity Certificate is the certificate issued by the Designated Authority (herein reffered to Registrar of Companies) on the basis of completion of filing of belated documents and declaration made in E-form CFSS-2020. Duration of the Scheme The scheme shall be in effect from 01.04.2020 till 30.09.2020. Applicability of the Scheme Any company which failed to comply any of the compliances on any given date with respect to filing of documents, statement, returns etc. with MCA-21 registry and the same is still pending to be filed can complete their compliances within the effective period of the scheme with normal fees. No additional fee will be levied on completion of such filing with the MCA-21 registry. Further note that the immunity with respect to prosecution or proceeding shall be provided with respect to the belated filings only. Any other consequential proceedings or violation of Companies Act, 2013 and amendment thereof shall not be covered under this immunity. Manner of filing Every defaulting company can file belated documents with normal fees. The belated documents include all types of documents related to general compliances, annual compliances, Active Compliances and all other compliances except increase in authorised share capital and charge related documents. After closure of this Scheme, an application for seeking immunity certificate shall be filed in E-form CFSS-2020 and after the documents are taken on file/ record/ approved by the Registrar of Companies but not after 6 months from the closure of the Scheme. The Registrar of Companies (ROC) shall grant the immunity certificate based on the declaration made under Eform CFSS-2020. No fee shall be paid for filing of E-form CFSS-2020 for obtaining the immunity certificate. Further, this certificate shall not be applicable in the matter of any appeal or management disputes pending before the court of law. The companies which are inactive while filing their documents under CFSS, 2020 can simultaneously apply for striking off or seek for dormant status. Forms Covered under the [...]

By |2020-04-10T19:14:50+00:00April 9th, 2020|Secretarial|0 Comments
Read More

SPICE+ ANOTHER INITIATIVE BY GOVERNMENT TO BOOST EASE OF DOING BUSINESS

INTRODUCTION Spice+ is another great move initiated by the Government of India to promote Ease of Doing Business in India. For the first time, the Government is providing an integrated service wherein 10 services is being provided by the Three Government Department simultaneously while incorporating a Company. This will not only save the time involved in getting all types of registration but will also help to reduce the cost burden of the Company. Further, this will also help the Company to open the bank account with much ease and comfort. All you need to know about Spice+ to be active from 15.02.2020 Spice+ web based form will integrate the service of the following government departments i.e. i) Ministry of Corporate Affairs ii) Ministry of Labour & Employment iii) Department of Revenue in the Ministry of Finance and iv) One State Govt. (Maharashtra)   The Spice+ form is divided in two parts: a. Part A for reservation of name (which can be filed independently or together with Part B) b. Part B for incorporation of Company with Allotment of DIN to the Directors of the Company Mandatory issue of PAN and TAN of the Company Allotment of GSTIN only if applied at the time of incorporation Mandatory issue of EPFO and ESIC registration (Earlier it was optional) Mandatory issue of Professional Tax Registration in the state of Maharashtra (New Service) Mandatory opening of Bank Account (New service) FEATURES OF SPICE+ FORM The Spice+ form is a web based integrated form which will facilitate On-screen filing and real time data validation for seamless incorporation of companies. Features of the new Spice+ is as follows: > The facility of filing Spice+ will be available w.e.f. 15th February, 2020 on the Dashboard with other linked form as applicable. > Spice+ will be linked with other forms in form of various Sections to facilitate the User for smooth incorporation of Companies. The linked form includes the following forms: E-MOA E-AOA AGILE AGILE-PRO (for opening of Bank Account) URC1 (in case of conversion of unregistered companies) INC-9 (Declaration by Subscriber and First directors to be auto generated in pdf and submitted in electronic form only) * Applicable where the number Subscribers and/or Directors is up to 20 and/or * Subscribers and/or Directors have either PAN or DIN a. For seamless execution of Spice+, Users may fill Part B in continuation of its processing of Part A application for reservation of name. The approved name will be displayed on the Dashboard and the User needs to click the approved name and continue for filing of Spice+ Form. b. A hyperlink will be available on the SRN or Application number which will enable easy filing of form in case of name reservation or new application for incorporation as well as re-submission thereof. c. Data entered in the form can be saved and modified. d. All check form and pre-scrutiny validation will happen in web based form. e. DSC will be affixed only after completion of incorporation form and conversion of [...]

By |2020-04-10T20:02:50+00:00February 13th, 2020|Secretarial|0 Comments
Read More

Basics of Partnership in India

Partnership is a form of business wherein two or more partners manage and operate the business to achieve a common goal and share profit and losses. It is the most easy and inexpensive form of doing business in India. Each partner is personally liable for the debts of the partnership. The financial burdens of operating a business are shared between partners. Partnership Firm can be created by drafting a Partnership Deed and can start a registered and un-registered Partnership Firm. Features: a. Partnership deed may be written or oral. b. There should be atleast 2 partners to form a partnership. c. Every partner act as an agent of another partner. d. It has no legal entity, if partnership is not registered. e. Partnership business can be carried on by all the partners or any one of them for all. f. Every partner contributes his Share Capital. g. Liability of each partner is unlimited. h. It can be registered or unregistered partnership firm. Advantages: a. Simple Formation A partnership is easy to form without much complex legal formalities and requires very little paperwork. A partnership may be formed through an oral agreement, although a written registered agreement is easier to prove in court. b. Sufficient Capital A partnership firm has two or more partners, the ability to raise funds is more because all partners may contribute more funds and their borrowing capacity may be greater. So in simple term, more partner more fund availability. c. Minimum Capital Requirement As per the provision of the Indian Partnership Act, There is no such minimum capital requirement for formation of partnership. So it can be formed with Rs. 5,000 or with Rs. 5,00,00,000/-. d. Filing of Annual Accounts As per the provision of the Indian Partnership Act, a partnership firm is not required to file any annual accounts with the ROC or registrar of partnership firm annually. e. Sense of Responsibility Partners have unlimited liability, so every partner performs his duties honestly. f. Taxation Every partner pays tax individually. Each partner must include his business income in his personal tax return and deduct business losses on his individual tax return as well. g. Secrecy In partnership there is no requirement to publish annual accounts, so the business secrecy remains with the partners. h. Minimum Alternate Tax (MAT) There is no liability of partnership towards MAT. i. Dissolution Partnership business can be dissolved easily as there are no legal restrictions. Conclusion: Hope we had helped you to understand basics of the Partnership in India, in case you still have any doubt or need any clarifications, then please feel free to contact us at complianceship@gmail.com or +91-8010233173 or visit our website www.complianceship.com

By |2020-01-03T09:59:49+00:00January 3rd, 2020|Secretarial|0 Comments
Read More

Basics of Private Limited Company

Introduction In India, starting a business under as Private Limited Company is one of the great forms of business. The Private Limited Company is an association of person who works for a common goal. It can have a minimum of two members and a maximum of 200 hundred members, whose liability is limited. Its shares don’t trade on public exchanges and are not issued through an initial public offering. The business holders hold all the shares of the Company privately. Companies Act has granted a number of privileges and exemptions to Private Limited Company. Features: a. Shareholders right to transfer shares is restricted, however, in case of rejection of registration of share transfer, appropriate reason needs to be stated; b. Minimum no. of shareholders can be 2 and maximum 200; c. Public issue of shares and debentures are not permitted; d. A most suitable form of business for raising fund. Advantages: a. Limited Liability of Shareholders In a Private Limited Company, the liability of its members is limited. The liability of the shareholders of a company is limited only to the extent of the face value of shares taken up by them. Therefore, where a company is limited by shares, the liability of the members on a winding-up is limited to the amount unpaid on their shares. b. Minimum Capital Requirement At the initial stage of enforcement of Company Act, 2013 and the rules made thereunder, there was a minimum paid-up share capital requirement in the Private Limited Company however, presently, there is no minimum capital requirement for the formation of Private Limited Company. c. Business continuity Private limited companies enjoy permanent succession because the company has own legal entity. A company, being a separate legal person, is unaffected by the death or other departure of any member but continues to be in existence irrespective of the changes in membership. d. Taxation Private limited companies enjoy tax advantages in addition to limited liability. These companies pay corporation tax on their taxable profits and tend to be exempt from higher personal income tax rates. e. Foreign Direct Investment Public Company is eligible to receive Foreign Direct Investment in terms of RBI Guidelines and FEMA Provisions. Conclusion: Hope we had helped you to understand basics of the Private Limited Company, in case you still have any doubt or need any clarifications, then please feel free to contact us at complianceship@gmail.com or +91-8010233173 or visit our website www.complianceship.com

By |2019-12-31T16:44:34+00:00December 31st, 2019|Secretarial|0 Comments
Read More

Registration of one person company (OPC)- A Practical Approach

One person company is new concept in India which is introduced by the companies act, 2013. This one person company is already in existence in other countries which enable its one person to incorporate and do business solely without adding any otherperson. An one person company may be formed for any lawful purpose by one person by subscribing his name to a memorandum and complying with the requirement of the Act in respect of the registration. A company to be registered may be either: A company limited by shares; or A company limited by guarantee; or An unlimited company. Important key points to be considered while registering one person company One person company shall always be private limited company as per the companies act, 2013. Only natural person can register a one person company. The person who is incorporating one person company should be citizen of India and resident in India too. The aforesaid condition of Indian citizenship and residential status shall also be applicable to nominee of one Person Company. The one person company can have maximum of 50 lakhs of rupees paid up capital and limit for turnover is rupees 2 crores. Procedure to register One Person Company An application for reservation of name shall be made in RUNalong with the prescribed fee i.e. 1,000. After filing of RUNand approval of the same by the ROC, an application for incorporation of company shall be made in the Form INC-32 with the following documents and information: a. Preparation of E-MOA under INC-33 and E-AOA under INC-34 duly digitally signed by the subscriber; b. The subscriber to the memorandum of association (member of OPC) shall nominate a person, after obtaining his/ her prior written consent, who shall, in the event of the subscriber death, become the member of the one person company; c. Name of the nominee shall be mentioned in the INC-32 along with his/ her consent to act as nominee in INC-3. d. An affidavit in the Form INC-9 from the subscriber to the memorandum of association and from the persons named as the first directors, if any, in the articles that he/ she is not convicted of any offence in connection with the formation, promotion, or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act during the preceding five years and that all documents filed with the registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief. e. Declaration for non-accepting of deposit. f. Declaration for compliances of all applicable laws. g. Address proof of Subscriber i.e latest Electricity bill, water bill, telephone bill, or bank statement; h. Latest Utility bill of registered office; i. Id’s of Subscriber i.e PAN and aadhar card/ election card/ passport/ driving license etc. j. The address for correspondence till its registered office is established k. Class two dsc [...]

By |2019-12-19T04:35:19+00:00December 19th, 2019|Secretarial|0 Comments
Read More

RENOUNCING OF SHARES UNDER RIGHT ISSUE

Relevant provisions As per Section 62 of Companies Act 2013 the right offer shall include a right exercisable by the person concerned to renounce the shares offered to him in favor of any other person further if concerned person declines to accept the shares offered, the Board of Directors may dispose them in such manner which is not dis-advantageous to the shareholders and company; Analysis of law There are two ways by which shares can be issue to the outsider other than the existing share holder of company by way of Right Issue. 1. Renouncing shares by existing shareholder that are offered to him by Letter of Offer 2. Disposing unsubscribed capital by the Board of Directors Below is the detailed procedure for same Renouncing Shares By Existing Shareholder 1. Company will give offer of “Renunciation” to existing shareholders in the Letter of Offer. If Shareholder wants to renounce the Shares offered to him then shareholder will give a letter of renunciation in favor of other person (“herein referred as renouncee) to Company. 2. Company will receive an acceptance letter and share application money from the renouncee. 3. After closing of offer period company will hold a Board Meeting and allot shares to renouncee. Disposing Unsubscribed Capital By The Board Of Directors 1. Company will give offer of “Renunciation” to existing shareholders in the Letter of Offer. 2. If Shareholder don’t subscribe to the ‘right issue’ nor renounce their right to a third person than Board of Directors can allot the un-subscribed portion of shares to any other person in such manner which is not detrimental to the interest of shareholder and the company. 3. Calling the Board Meeting for following a. Allotment of shares b. Taking note that the said allotment is in the best interest of the shareholder and the company Note: - Normally practice followed by good companies is to ask the Shareholders to apply for additional shares, over and above the shares allocable to them as a matter of right. The un-subscribed portion is allotted to the members who have applied for additional shares on an equitable basis and balance amount is refunded. The price at which shares are allotted to third person shall not be less than the price at which shares are allotted to existing shareholders

By |2019-12-09T14:33:30+00:00December 9th, 2019|Secretarial|0 Comments
Read More

APPOINTMENT OF DIRECTORS

The Directors are the person who controls the day today affairs of the Company on behalf of the Promoters/Shareholders. As per Section 2(34), of the Companies Act, 2013, "director" means a director appointed to the Board of a company. They are the person who are appointed by the shareholders in the Company. Section 152 (2) of the Act, states that “Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting”. This implies that there are certain exception when Directors can be appointed by the Board. In case of emergency and urgency, it may not be possible to conduct general meeting at a shorter notice. Therefore the power may be delegated to the Board through the articles of the Company to appoint directors of the Company on behalf of the shareholders.Pursuant to the provision of Section 161 of the Companies Act, 2013, the Board of Directors of the Company can appoint the following directors: - Additional Director - Alternate Director - Nominee Director and - Casual Vacancy Additional Director Additional Director is a Director appointed by the Board of Directors who shall hold office upto the forth coming of Annual General Meeting or on the last day on which AGM should have been held. He is called additional director because he is a person holding the position of Director without the approval of shareholders. His appointment is valid till the AGM and in case no AGM held, till the last day on which AGM should have been held. Alternate Director Alternate Director is appointed in place of an existing director during his absence for a period not less than 3 months in India. Such alternate director shall vacate the office either when the original director returns to India or till the duration for which original director was appointed, whichever is earlier. In case of any automatic re-appointment of retiring director,shall apply only to the original director. A person can be appointed as an alternate director only if he is not holding an directorship in the same Company or holding position of alternate director in any other company. The Companies (Amendment) Act, 2017 w.e.f 09.02.18, inserted this new disqualification that any existing Director of the Company shall not be appointed as the alternate director. No person shall be eligible to be appointed as alternate director in place of an independent director unless he qualifies to become an independent director of the Company. Nominee Director Nominee Director is appointed by Board only if nominated by - Central Government/ State Government by virtue of their shareholding in Government Company; - Any institution as per provision of any law for the time being in force or of any agreement. Further a Nominee director shall not considered as Independent Director as he has financial interest in the Company. Appointment in case of Casual Vacancy Casual vacancy arise when the office of the director, appointed by the shareholders, is vacated due to death, resignation, disqualification, insolvency etc. If [...]

By |2019-12-04T05:36:07+00:00December 4th, 2019|Secretarial|0 Comments
Read More