Every company after its registration whether its Public limited Company or private limited company, there are number of compliance which a company needs to comply on day to day basis. But after some time when the business of the company expands, then the company require fund for its expansion, and one of the way which available to company is to issue shares but in case the company is intending to issue share beyond increase its authorised share capital then it requires increasing the authorised share capital of the company. Steps to increase authorised share capital     Call Board Meeting: You have to issue notice for holding a Board Meeting. Notice of the Board Meeting has to be sent along with proper Agenda. Agenda contains all the items relating to the matter which are discussed at the Board Meeting. The main items must be contained with respect to increase in the authorised share capital: I. To get approval from the Board of Directors to increase in authorised share capital. II. To fix the date, time, and place of holding Extra ordinary General Meeting (EGM) to get the approval of the shareholders by way of ordinary resolution to change the AOA. III. Authorise the director or company secretary to the issue the notice of EGM. The Notice must be issued to all the members of the company. Holding EGM: Next, the Company will be required to hold Extra Ordinary General Meeting and pass the ordinary resolution (approval of at least 51% shareholders) as per the requirement of section 61 of the Company Act, 2013 for increase in authorized share capital and consequence of which alteration in clause V i.e. capital clause of the Memorandum of Association of the Company. ROC Filing: After holding EGM and passing resolution, company needs to file the e-form SH-7 within 30 days of passing ordinary resolution with the concerned ROC. This form can be filed online. Important attachments of form SH-7: I. Notice of Extra Ordinary General Meeting (EGM); II.Certified true copy of the resolution passed at EGM; III.Altered Memorandum of Association (MOA). After filing all these documents, the concerned officer checks the form. Once the form is approved the data of the company is updated on the MCA portal automatically. Do we need Special Resolution or Ordinary resolution is enough ? Some of the person are of view that we should pass Special resolution rather than Ordinary resolution as it involve alternation in Memorandum of Association and also involve section 13 of the companies act, 2013 which require the alternation of memorandum of association via special resolution. Please appreciate that the special resolution for change in Memorandum of Association is mainly required in case of change of name and change of registered office as governed by section 13 of the Companies Act, 2013. However, Increase in Authorized Share Capital is mainly governed y section 61 of the Companies Act, 2013, which is complete regarding the what type of shareholder resolution is required. So in such a [...]

What does Registered Office Means? Every Company must have one principal place of business where it carries on its business activity which is in case of Company known as registered office. The registered office is very important from the perspective of general public, shareholder, customer, vendors and for various other points of view. It is also important from the perspective of Companies Act, 2013, in the terms of section 7 of the Act, every company must have its registered office address from the date of commencement of business or within 15 days from the date of incorporation, whichever is earlier, in which all the official letters and document will be sent by any person, any government, or non- government or any regulatory body. Why do we need to have registered office? There are various purpose for which it’s become vital for the Company to have its registered office. For ascertaining the jurisdiction of the court in case of any dispute; For ascertaining the domicile status of the company; For service of any type of documents to company; For keeping of minutes, books of account and statutory registers and inspection thereof; For ascertaining the applicability of rate of stamp duty on memorandum of association, article of association, share certificate, share transfer, and debenture certificate etc. Procedure for shifting of registered office within the local limit of the same city, village or town 1. First calling of Board Meeting for following purposes: A. Work to be done before calling of Board Meeting: i. Call board meeting by giving not less than 7 days notice to all the directors of the company; ii. Prepare the agenda of the board meeting with respect to the matters to be discussed and decided; iii. Prepare the attendance sheet of the board meeting B. Work to be done at the time of Board Meeting: i. Place before the board of director, the resolution for shifting of registered office within the local limit of the same city, village or town and take approval thereof. Filing of E-Form with ROC A. The company is required to file E-Form INC-22 with the ROC within 15 days from the date of passing of Board Resolution along with the following attachments: i. The registered document of the title of the premises of the registered office address; ii. The notarized copy of lease or rent agreement in the name of company along with the copy of rent paid receipt; iii. No objection certificate for use of premises as company registered office; iv. Utility bill i.e. telephone bill, gas bill, electricity bill etc. depicting the address of the premises in the name of the owner, which is not older than 2 months. Make adequate modification in the documents A. The new registered office details must be noted down and make appropriate changes in the Name plate kept on the outside of every office of the company, its letter heads, business letters, bills of exchanges, and other relevant documents where the registered office address is [...]

Background Name of any company play a key role in signifying its importance and main objective for achievement of goal for which its being incorporated by the person. So it is very important for the owner of the business to take extra precautions and time to decide the name of the Company as it must depict its business objective and the nature of its business. Sometime the name of the company does not reflect its business objective and the nature of business which an owner is carrying on and it such a circumstances it become vital for the owner to change the name of the company so that a layman can easily ascertain the nature of its business. Under the companies act, 2013, change of name of the company is governed by the section 13 of the Act, which regulates the process of alternation of Memorandum of Association of Companies. A. Procedure for change of name of the Company First calling of Board Meeting for following purposes: A. Work to be done before calling of Board Meeting: i. Call board meeting by giving not less than 7 days notice to all the directors of the company; ii. Prepare the agenda of the board meeting with respect to the matters to be discussed and decided i.e. changing the name of the company and give its in principal approval for change of name of the company; iii. Prepare the attendance sheet of the board meeting. B. Work to be done at the time of Board Meeting: i. Place before the Board of Director and suggest some new names; ii. Pass Board Resolution after suggesting new name; iii. Authorize any director or any other person of the company to make an application with ROC for name approval. Proceed to file new name under RUN Form with MCA Portal along with following attachments: i. Copy of Board Resolution; ii. Approval from existing owner of trademark, if required. Once the name is approved by CRC, proceed to hold Board Meeting by issuing 7 days clear notice for below mentioned purposes: i. Take note of approval of name; ii. Pass resolution for holding of EGM/ AGM, for taking approval of the shareholders via Special Resolution. iii. Authorization for filing forms with ROC Calling of Extra Ordinary General Meeting after complying the due procedure: i. Issue 21 days clear notice for holding of EGM; ii. Authorize Director/ Secretary for issue of notice of EGM; iii. Notice to be sent to following below persons: a. All the Members of the Company; b. All the Directors of the Company; c. Auditor of the Company. Hold EGM: i. Pass Special Resolution by taking approval of shareholders present in the meeting; ii. Approve the alternation and changes in the MOA & AOA; Filing of forms with ROC; i. File MGT 14 within a period of 30 days from the date of passing of Special Resolution along with following attachments: a. Copy of Notice of EGM along with Explanatory Statements; b. Certified [...]

Introduction In India, concept of one person company (OPC) is newly introduced by the Companies Act, 2013, and the rules made thereunder from time to time, through which even a single person can also form a company for any lawful purpose by subscribing his/ her name into the memorandum of association means by becoming shareholder of the one person company. The law maker for the purpose of making it sure that the company must be survive even after the death or permanent mentally, physically or legally disability of its sole owner has made it mandatory for registration and incorporation of one person company that sole owner has to specify name of another person viz. nominee of shareholder in MOA. But here the prima facie question which arise is that whether it is mandatory or can we change the nominee appointed at the time of incorporation of Company or not. The answer is yes, the nominee appointed can be changed from time to time even there are certain circumstances when the name of the nominee is required to be changed and the same is required to be intimated to the concerned authority i.e. ROC within the stipulated time period. Situations when changes of nominee can occur Nominee can himself/ herself withdraw his/ her consent; Change of Nominee by Sole Owner/Member of One person company; Death or permanent disability of sole owner/member; Death or permanent disability of the Nominee; Nominee become insolvent Few of above circumstance’s are elaborated below: Procedure to be followed in case nominee himself/ herself withdraw his/ her consent As per the Company Act, 2013 and the rules 4(3) and (4) of the Companies Incorporation rules, 2014, a nominee may withdraw his/ her consent to act as nominee of one person company any time by giving written notice to the subscriber/ Member at their address, and to the concerned OPC at its registered office address. Then in such a situation Member of the OPC shall be under an obligation to appoint or consider new nominee for one person company within 15 days of notice of withdrawal intimate the same to the One Person Company and take consent of new nominee in form INC-3. Thereafter the OPC shall within 30 days from the date of receipt of notice of withdrawal, file Form INC-4 (intimation of such withdrawal and new nomination) along with form INC-3 (the consent of new nominee). Procedure to be followed in case of change of Nominee by Sole Owner/Member of One person company   There are numerous of time when the subscriber to the OPC intends to change the nominee, then in that situation the subscriber is needs to follow the rules as laid down in the Companies Act, 2013 and the rules made thereunder from time to time, which says sole owner/ subscriber of the OPC can change the nominee any time for any reason whatsoever by giving in writing a notice to OPC.   ~ The subscriber thereafter would be required to appoint new nominee [...]

Each one of us, be it a corporate or a natural person deal with the Chartered Accountant (CA) for their opinion on one or more of financial transaction entered upon. We do engaged them or avail their service for matters related to Income Tax Return filing, Financial Planning andAdvisory, GST Registration and GST Return, Tax Audit and other audit work. However, many a time a fear revolves in mind of unintended disclosure of confidential data or information shared with him. Disclosure of confidential information is only one set of example of fear, there might be other scenario also like delivery time, IPR right, Ownership, liability etc. To evade the fear of confidentiality, ownership, on time delivery etc. and to protect our interest,  it becomes essential to execute proper document/ agreement with the Chartered Accountant while undertaking his services. So, in this article we have tried to curtail out the above difficulties and list out the major clauses to be inserted to protect the interest of the recipient of the service or Service Recipient (Client)  as well as the Service Provider (CA). Date and place of execution: Agreement must specify the date and place of execution. Date is utmost important to check the validity under the Limitation Act. Any legal action can be initiated only if the legal action undertaken against the act is not time barred. Further, if place is mentioned, it becomes easy to identify place where stamp duty in case of registration is to be paid. Details of the Parties: The details of the parties i.e. their name, Father’s Name, Address, Age and in case of non individual’s(Company, LLP, Partnership Firm) details of the entity and the mode of authorisation should be stated for easy identification. Scope of work: It is utmost vital to decide the scope of work at early stage of the transaction, so that service under the agreement can be performed and completed within the agreed time period. Further how the changes under the scope of work and would be the charges for the same shall also be mentioned in the agreement itself in order to remove the ambiguity in the mind of both the parties at later stage. Commercials:Charges for the professional service must also be specified in black and white. Further whether such charges shall be inclusive of taxes or not also needs to be specified. It is also important to mentionthat how the payment would be cleared and what would be the payment cycle i.e. monthly, quarterly, half yearly or yearly. Duration of the Deed: The deed should specify the duration or the term for which the agreement is entered upon by the Parties. On the expiry of the term, the agreement stands terminated or if agreed upon by the parties may be renewed. Duties of the CA: There must be some certain duties on the part of the CA which needs to be fulfilled by him and be stated specifically. The Service Provider shall provide the services with due care and [...]

September seems to be very crucial month for every Company. In the month of September, many compliances, especially compliances related to preparation and reporting of Financial Statements are due like Income Tax Return are to be filed, Financial statement and Directors report needs to be finalised, Annual General Meeting is to be conducted, ROC reporting is to be processed. Hence, lot of pressure and burden is on the Company as well as for the Professional. An effort has been made to explain in a simplified manner the process of annual filing in case of a private limited company for better understanding of the stakeholders. Preparation of Financial Statement The financial statement so prepared shall depict the performance of the company during the financial year.But, before moving forward, we should know what is the meaning of Financial Year. Financial Year Pursuant to Section 2(41) of the Companies Act, 2013, Financial year 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. Every Company after ending of Financial Year,is required to report to the Registrar of Companies its financial statement as well as the Annual Return. The financial year for the purpose of Income Tax is defined as the period starting from the date of incorporation or the 1st day of April of the year and ending on the upcoming 31stday of March.Infact, the reporting is to be done even for one day, irrespective of profit earned or not, transaction entered or not. Financial Statement: Section 2 sub section 40 of the Companies Act, 2013 defines "financial statement" in relation to a company, includes— (i) Balance Sheet: basically, a statement which shows the position of a Company as on the last date of the financial year (ii) Profit and Loss Accountor an Income and Expenditure Account: Statement that reflect the transactions entered during the financial year with respect to income earned and expenses incurred; (iii) Cash Flow Statement: Statement showing inflow and outflow of funds for the financial year; (iv) a statement of changes in equity, if applicable; and (v) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv): Provided that the financial statement, with small company may not include the cash flow statement. Reporting Reporting to Income Tax Every Company has to report details of its financial statement and profit and loss account with the Income Tax Department. Further, tax needs to be paid in case of any profit is earned after deducting all the relevant expenses. Tax rate on Companies are as follows: - Turnover exceeding Rs. 250 Crores: 30% - Turnover below Rs. 250 Crores: 25% Though the financial statement are prepared as per Companies Act, 2013 but the Tax Return is to be filed only after considering the Income and Expenses allowed under the Act and the rate of depreciation as [...]

Every Company after completion of its financial year is required to collect its financial figures and present them in the form of Financial Statements. These financial reports determine the performance of the Company in terms of its performance during the year and details of assets and liability to be captured under these reports. Every Company is required to prepare their Financial Statements and report to their shareholders as well as the Department e.g. Income Tax or Registrar of Companies. Here, in this article, an attempt has been made to provide applicability and procedure for the preparation and adoption of Financial Statement by a One Person Company. Lets discuss the same in detail: Preparation of Financial Statement Every Company including a One Person Company is required to prepare a financial statement for the Financial year and report its performance to the Shareholder, the Registrar of Companies, Income Tax Department and any other authority as may be applicable. Pursuant to Section 2(40) of the Companies Act, 2013, the following documents shall form part of the financial statement: (i) a balance sheet as at the end of the financial year; (ii) a profit and loss account, or in the case of a company carrying on any activity, not for profit, an income and expenditure account for the financial year; (iii) a statement of changes in equity, if applicable; and (iv) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iii) Being the most confidential and performance measuring documents, the financial statement must be prepared with the utmost care and diligence. All necessary steps need to be taken to maintain the accuracy and authenticity of the information provided. Approval in the Board Meeting Since provision related to Section 173 related to Board Meeting and Section 174 related to Quorum for Meetings of Board is not applicable to a One Person Company having One Director. In that case, Financial Prepared and finalized needs to be signed by the single Director and shall be forwarded to the Auditors for their comments and Report. The Statutory Auditor shall perform the audit and send the signed copy of the same to the Company along with their comments in the form of Audit Report. Since the provision for conducting of General Meeting is not applicable to One Person Company (OPC), hence no Annual General Meeting is to be conducted. Further, the Financial Statement duly signed by the Single Director and Auditor shall be deemed to be approved and adopted by the Company. Directors report shall be approved, once the same is signed by the Director of the Company. Preparation of Annual Return Every company shall prepare a return (hereinafter referred to as the Annual Return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding— - It's Registered Office, Principal Business Activities, particulars of its Holding, Subsidiary and Associate Companies; - It's Shares, Debentures, and other securities and Shareholding Pattern; - It's Members and Debenture-Holders along [...]

INTRODUCTION The Ministry of Corporate Affairs introduced Director KYC form in the year 2018. The intent behind this is to collect the latest data or updated the data of the DIN holders on annual basis. In this E-form every person who is holding a Valid Director Identification Number is required to file a KYC form with the ministry. This e-form is required to be signed by the Director and the Professional wherein they declare that the details are correct and updated one. Further, necessary fees and penalties has also been levied to ensure timely and correct filing. DO’s while filing DIR-3 KYC DIN is active on 31st day of March, 2019 Ensure to provide personal Email ID that belongs to the Director permanently Ensure to provide personal Mobile Number which belongs to the Director only Present and Permanent address mentioned are correct Personal details provided should match with the proofs provided by the DIN holder. Any change in personal details of the Directors to be updated through form DIR-6. Any change in Mobile Number and / or Email ID to be updated through filing of DIR-3 KYC form only. Any person who has already filed KYC form last year is required to file only DIR-3 KYC WEB   Dont’s while filing DIR-3 KYC The following things are required to be kept in mind while filing KYC forms: DIN holders official Email ID should not be mentioned in the Form. DIN holders official Mobile Number should are not be mentioned in the Form. Documents attached are not scanned in low resolution Documents should not be ambiguous or hazy Misleading or incorrect information should be avoided Any information provided must not be contradicted with the proofs provided. APPLICABILITY Every valid DIN holders who holds DIN as on 31st March, 2019 are required to file their KYC form on or before the 30th September, 2019. Any person who failed to file their KYC in the previous year, can complete their KYC by filling DIR-3 KYC form and making payment of Rs. 5,000/- (Rupees Five Thousand only). Such person are not required to file any KYC until the next 31st March. Forms to be filed with the Ministry of Corporate Affairs Case I -DIR-3 KYC Web Applicable to DIN holders who had already filed DIR-3 KYC form last year and there is no change in their personal details Case II -DIR-3 KYC: Applicable to DIN holders who are filing for the First time or whose Mobile No. and /or Email ID is required to be updated Case III -DIR 6 & DIR-3 KYC Applicable to DIN holders who wants to update their personal detail are required to first file DIR-6 and then proceed for DIR-3 KYC. PENALTY To ensure timely filing and updation of Directors personal information through KYC forms, Government has levied fees as well as taken necessary stringent action against the DIN holders as well as the Company which are as follows Government fees:Nil Government fees if filed on or before the Due [...]

INTRODUCTION Being the citizen of a Country, it is the duty of every person living therein to contribute towards the growth of the nation. Hence, every person who is citizen of India and earning income from India is required to contribute towards the development of the Country by declaring his/ her actual income and paying tax to the Government accordingly as per the applicable limit. This amount so collected in the form of tax is later used by the government for building up a developed nation. Let us analyse the tax structure in India.   WHO CAN FILE INCOME TAX RETURN The following people are required to file Income Tax Return: Individual Association of Person Body of Individual Firm Company HUFs LLP Trust Society, Any other Artificial Judicial Person and The following person who: - earns income exceeding the amount not chargeable to tax (limit are specified below) - incurs an expenditure of fifty thousand rupees or more towards consumption of electricity - occupied an immovable property exceeding a specified floor area, whether by way of ownership, tenancy or otherwise - owns or is the lessee of a motor vehicle other than a two- wheeled motor vehicle, whether having any detachable side car having extra wheel attached to such two-wheeled motor vehicle or not - incurred expenditure for himself or any other person on travel to any foreign country; - holder of a credit card, not being an "add-on" card, issued by any bank or institution - member of a club where entrance fee charged is twenty-five thousand rupees or more - is a beneficial owner or a beneficiary of any assets located outside India, or has signing authority in any account located outside India   BASIC REQUIREMENTS OF FILING TAX RETURN - PAN of the person - A valid Bank Account Number - Valid Mobile Number - Valid Email ID - Proper proof of income earned - Proper proof of deduction claimed - Disclosure of all income earned   TAX RATE Different slab rate has been allocated for different class of people: For Natural Person: Nature of Person Income uptoRs. 2.5 lakh Income between Rs. 2,50,001-5,00,000 Income between Rs. 5,00,001-10,00,000 Income above 10,00,000 0-60 Nil 5% 20% 30% 60-80 Nil 5% (3,00,001-50,00,000) 20% 30% 80 and above Nil Nil 20% 30% HUF Nil 5% 20% 30% *Surcharge and Education and Health Cess as applicable   For person other than Natural Person: Nature of Person Tax Rate Surcharge Health and Education Cess Partnership Firm 30% 12% 4% Local Authority 30% 12% 4% Domestic Company, if turnover is uptoRs. 250 Crore in Previous Year 2016-17 25% If total income is: Rs. 1Cr to Rs. 10 Cr: 7%; Above Rs. 1 Cr: 12% 4% Domestic Company, if turnover is above Rs. 250 Crore in Previous Year 2016-17 30% If total income is: Rs. 1Cr to Rs. 10 Cr: 7%; Above Rs. 1 Cr: 12% 4% Foreign Company with Royalty Income 40% If total income is: Rs. 1Cr to Rs. 10 Cr: 2%; [...]

Introduction In India, every organization irrespective of its nature of work does require the logistics services for transportation of its goods from one place to another. Here, every organization try to outsource this work to some transport logistics service provider, as it is not feasible or economical for an organization to have its own vehicle for shifting of goods from one place to another. But, outsourcing of this type of work do not remain easy these days, as the organization needs to understand and protect themselves from so many uncertain situations like accident of vehicle, damages occurred to the goods, etc. Further, the Service Provider should also take necessary precaution to protect his area of interest. He should also make his terms related to prior intimation of requirement of vehicle, condition for delivery in risk zone area etc. to be clearly defined in the agreement. A clear defined agreement is required for smooth running of business, especially for the organizations that do outsource this type of work on daily basis and those who provide logistics services. So here in this article we would try to curb out the clauses which needs to be inserted in any transport service agreements pertaining to goods. Points to be inserted in these agreements are: 1. Background: It is very important to mention the background of the agreement so that in case in near future if the court is not able to check the purpose of entering into the agreement, the same can be referred to ascertain the primary intention of the agreement and on the basis of which agreement was entered into. Here most importantly details of experience or expertise of service provider needs to be mentioned like he has prior experience of this industry or work. 2. Commercials:Commercial i.e. rates for transport as agreed needs to be mentioned clearly in order to remove ambiguity at later stage. Rate should be agreed as per the vehicle as selected by the company especially when different- different vehicle is being arranged by the service provider. This should also be mentioned whether such charges shall be inclusive of taxes or exclusive of taxes. 3. Term:Terms for which the services of the service provider required is to be mentioned clearly. This would help the organization to save its time to renegotiate each and every transaction. Suppose if the term of agreement is one year. Then the terms and condition for such one year shall remain unchanged and same. Further it should also be mentioned how the agreement would be renewed. Except commercial all the terms and condition should remain same depending upon scenario. 4. Obligation of the Service Recipient a. To provide prior intimation for arrangement of Vehicle b. To provide proper address and the name of the concerned person whom the goods are to be delivered c. To transport goods which are legal and in deliverable condition. 5. Obligation of the Service Provider: a. Timely delivery of products at agreed destinations. b. Make number of vehicle available [...]