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

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

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 [...]

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

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 [...]

Definition-A Section-8 Company is a Company which (a) has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object; (b) intends to apply its profits, if any, or other income in promoting its objects; and (c) intends to prohibit the payment of any dividend to its members   Type- Such Company can be formed either as a Public Company or as a Private Company   Promoters-Following can be the promoters of Company a. Natural Person b. Company whether incorporated under India or outside India c. A partnership firm   Members and Promoter -Following is the requirement of members pursuant to type of Company: a. In case of Public Company: Minimum 7 members and maximum no limit b. in case of Private Company: Minimum 2 members and maximum 200 members Directors- Following is the Directors of members pursuant to type of Company: a. in case of Public Company: Minimum 3 directors and maximum 15 directors b. in case of private company: Minimum 3 Directors and maximum 15 Directors   Paid Up Capital- Any amount of contribution can be made by promoters of Company provided every promoter shall contribute such amount. Objects-A Section 8 Company shall be incorporated only for following purposes a. Promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other objects b. Shall not support with its funds any regulation or restriction which, as an object of the company, would make it a trade union. Name-Name of such Companyshall be in consonance to the Objects of company, the Company will be registered as a Limited Company without using the words “Limited” or “Private Limited” Miscellaneous Provisions a) Amalgamation-A Section 8 Company can be amalgamated /merged with another Company having same objects as its. b) Change of Objects- Memorandum and Articles of such Company can only be changed after the Approval of Central Government c) Revocation of License- Central Government can revoke the license of such company after giving an opportunity of being heard if the Company contravene any of the provisions applicable on it as per act. d) Consequences of Default- If Company contravene any of the above mentioned provisions of the act Company shall be punishable with a fine from Rs. 10,00,000 to Rs 1,00,00,000 and the directors shall be punishable with an imprisonment of 3 years or a fine of Rs 25,000 to Rs 25 ,00,000 rupees or with both PROCEDURE   S. No. Description Time 1 Digital Signature Certificate (‘DSC’ )   At least one promoter and every Director of Company shall have a Digital Signature Certificate 2 Working Days 2. Director Identification Number (“DIN”)   Acquiring DIN of every Director of Company Within same working day or the same can also be get by Spice 32 form 3. File RUN   Apply name of Company 3-4 Working Days depending upon the complexity of name 4. File Spice 32   Form for incorporation [...]

Governing Sections: Payment of managerial remuneration is governed by following provisions under Companies Act 2013 Section 196 -Appointment of Managing Director, Whole Time Director or Managers Section 197 -Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Section 198-Calculation of Profits to determine Net profit Appointment and Remuneration of Director Rules 2014 MODE OF PAYMENT OF REMUNERATION A director or a manger may be paid remuneration by way of monthly, partly or specified percentage of net profit. NET PROFIT The net profit for the purpose of calculating limit of managerial remuneration shall be calculated under Section 198. DIRECTORS Executive/non Executive Independent Director Every Director including Executive and Non-Executive can be paid remuneration except an Independent Director. In pursuance of Section 197(7) an Independent Director is not entitled for any Stock Options an Independent Director is entitled for following payments only a. Sitting fees b. Reimbursement of Expenses for participation in the Board Meeting and other meetings c. Profit related commission subject to the approval of member vis an Ordinary Resolution MANAGERIAL REMUNERATION BY PUBLIC COMPANY Section 197 prescribed the maximum limit upto which managerial remuneration can be paid. The same is whiffed below. (A) Maximum Managerial Remuneration-In Case Of Adequate Profit Or The Remuneration Is Less Than The Net Profit Of Company FLOW CHART S.No Person Limit a. For all the Directors together 11% of the Net Profit of the company b. Individual Managing Director or Whole Time Director or Manger 5% of the Net Profit of the company c. If there are more than such directors (for all the directors together) 10% of the Net Profit of the company d. For a Director who is neither a managing or whole time director where there is a managing director or whole time director or manager (for all such director together) 1% of the Net Profit of the company e. For a Director who is neither a managing or whole time director where there is no managing director or whole time director or manager (for all such director together) 3% of the Net Profit of the company In case a Public Company require to pay a managerial remuneration in excess of 11% of the net profit of the company than company require approval of member via Ordinary Resolution and  Central Government herein referred as “CG” Approval In case a Public Company require to pay a remuneration in excess of limit from “Clause b to  ClauseE” above approval of the member is required via Ordinary Resolution TABULAR Items not to be Included in Remuneration while calculating  Limit Sitting Fees- upto INR 1 lakh shall not be included in above remuneration while determining the Limit. Remuneration for professional Services- any remuneration paid to Director for all the professional nature services shall not be included in the above limit Insurance premium for KMPs- Any insurance premium paid for Whole Time Director, Managing Directors, and Managers for indemnifying them against any liability for any negligence or default shall not [...]

WHILE EXCHANGING LOANS CORPORATE SHALL ADHERE TO FOLLOWING SECTION AND THE RULES MADE THEREUNDER I Accepting Loan from other companies In pursuance of Section 179 -Power of Boards of Companies Act 2013 every company shall pass a Board Resolution to borrow money Further in pursuance of Sec 180 -Restrictions on Power of Board and amendment thereof Any public company which borrow money and where the money to be borrowed, together with the money already borrowed by the company exceeds aggregate of its paid-up share capital and free reserves, than such company shall pass Special Resolution for such borrowing and file MGT -14 within 30 days of passing such resolution. Further section 180 is not applicable upon private limited companies pursuant to notification dated 5th June, 2015. II Granting Loan and Guarantee to Other Companies Section 185-Loan to directors read with Companies (Meetings Of board and its power) Rules 2014 and any amendment thereof No company shall, directly or indirectly, advance any loan, including any loan represented by a book debt, any guarantee or provide any security in connection with any loan taken to any of its directors or to any other person in whom the director is interested Explanation—For the purposes of this section, the expression “to any other person in whom director is interested” means— a) any director of the lending company, or of a company which is its holding company or any partner or relative of any such director; b) any firm in which any such director or relative is a partner; c) any private company of which any such director is a director or member; d) any body corporate at a general meeting of which not less than twenty five per cent. of the total voting power may be exercised or controlled by any such director, or by two or more such directors, together; or e) any body corporate, the Board of directors, managing director or manager, whereof is accustomed to act in accordance with the directions or instructions of the Board, or of any director or directors, of the lending company. As per the notification dated 5th June 2015above provisions shall not apply to a Private Company – a. in whose share capital no other body corporate has invested any money; b. if the borrowings of such a company from banks or financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees whichever is lower.; and c. such a company has no default in repayment of such borrowings subsisting at the time of making transactions under this section. As per Company Amendment Act 2013 dated 26th May 2015the provisions of Section 185 will not apply if " any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security provided by a holding company in respect of any loan made to its wholly owned subsidiary company; or any guarantee given or security provided by a holding company in respect [...]

Introduction Sometime is it become mandatory for the shareholders to apply for the duplicate share certificate. The same may be required in following cases: a. Old Certificate is destroyed; b. Old share certificate is lost or misplaced; Governing Provisions Issue of Duplicate Share Certificates are governed by following provisions: a. Articles of Association of Company b. Sec 46 of Companies Act 2013 c. Rule 6 Of Share Capital and Debenture Rules 2014 Time Period In case of Unlisted Company Duplicate Certificate shall be issued within a period of 3 months and in case of listed Company such certificate shall be issued within 45 days from the date of submission of complete documents by the member to the Company. Fees for Issue of Duplicate Shares Certificate Company may charge such fees as the Board may think fit as per the Articles of Association of Company provided that such fees shall not exceed Rs 50 per certificate,further the Board may charge out of pocket expenses incurred by company in investigating the evidence produced for issue of Duplicate Share Certificate. Procedure a. The member whose Certificate is lost shall intimate the Company about the lost along with the Copy of FIR lodged for the lost certificate. b. On receiving the intimation Company shall ask for the following executed documents from the member. i. Affidavit-Declaring the details of lost Share Certificate and swearing that the facts disclose are correct ii. Indemnity Bond-Wherein the memberindemnifies the Company against any claims arising out of the lost shares iii. Proof of Identity of memberi.e PAN, Aadhar, Election Card or Passport iv. Attested Signatures of member v. Advertisement in the newspaper if any issued for the lost Certificate; vi. Undertaking pertaining to ownership of the shares; vii. Details of shareholding. c. On being satisfied with received documents the Board shall pass the necessary Board Resolution either by circulation or by conducting Board Meeting approving the issue of Duplicate Share Certificate. The certificate such issued shall contain prominently on its face “Duplicate issued in lieu of Share Certificate No. ___” d. The details of the Duplicate Certificate issued have to entered in RegisterSH-2 ***Please note the Documents as specified under clause ‘b’above are not specified under any act these document generally company ask, further the indemnity bond is essential for safeguarding the interest of Company. Conclusion: Hope we have helped you to get to know the process involved in issue of duplicate share certificate, in case still you have any doubt, please feel free to contact us at complianceship@gmail.com or contact us at +91-8010233173.

APPOINTMENT OF ADDITIONAL DIRECTOR The  Directors are the person who controls the day to  day 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 So here under this Article we will discuss about appointment of Additional Director Additional Director is a Director appointed by the Board of Directors who shall hold office up to 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. Following is the procedure for appointment of Additional Director Director Identification Number (DIN) & Digital Signature Certificate (“DSC”) - Check whether the person have DIN No. or Not. If such person doesn’t have DIN No. then Apply for DIN and DSC. Following documents are required for same. a. For Digital Signature Certificate i. Signed Original Application Form ii. One Color Photograph of the propose director iii. Photograph should be crossed signed on the application; iv. Email Address v. Mobile Number vi. Signed Copy of PAN vii. Signed Copy of Address Proof –Passport, Driving License, Latest Utility Bills (Not Older than 3 Months), Bank Account Statement (With Last 2 months Transactions), Voter ID   b. For Director Identification Number i. One Color Passport size Photograph ii. Area of Occupation (whether Self Employed / Professional/ Homemaker/ Student/ Servicemen) iii. Educational Qualification iv. Present and permanent residential address v. Valid Email Address vi. Mobile Number vii. For Obtaining DIN the applicant must have the Digital Signature. viii. Self-Attested Copy of PAN ix. Self-Attested Copy of Address Proof- passport, election card,driving license, electricity bill, telephone bill (not older than 2 months in the name of applicant only) or aadhaar. Form DIR-4 (declaration) on Rs. 10 stamp paper duly notarized;   Documents – The proposed Director shall give the following signed documents before appointment a. DIR 2- Consent to act [...]