20 April 2014

Amendments to clause 35B (E-voting facility) and clause 49 (Corporate Governance) of the equity listing agreement.

SEBI has pursuant to a master circular issued today, introduced amendments to clause 35B (E-voting facility) and clause 49 (Corporate Governance) of the equity listing agreement. The master circular will supersede all other earlier circulars issued by SEBI on Clauses 35B and 49 of the Equity Listing Agreement. The revised Clause 35B would be applicable to all listed companies and the modalities would be governed by the provisions of Companies (Management and Administration) Rules, 2014.

Following are some of the highlights of the revised Clause 49:

1.       Applicability

a)      To all listed companies with effect from 1 October 2014.

b)      The provisions of Clause 49(VI)(C) [constitution of risk management committee] will be applicable to top 100 listed companies by market capitalisation as at the end of the immediate previous financial year.

2.       Related Party Transactions i.e. a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged:

a)      Applicable to all prospective transactions.

b)      A “related party” is a person or entity that is related to the company. Parties are considered to be related, if one party has the ability to control the other party or exercise significant influence over the other party, directly or indirectly, in making financial and/or operating decisions and includes certain specified entities.

c)       Company is obliged to formulate a policy on materiality of related party transactions and also on dealing with Related Party Transactions.

d)      A transaction with a related party will be considered material, if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds five percent (5%) of the annual turnover or twenty percent (20%) of the net worth of the company as per the last audited financial statements of the company, whichever is higher.

e)      All Related Party Transactions will require prior approval of the Audit Committee.

f)       All material Related Party Transactions will require approval of the shareholders through special resolution and the related parties will have to abstain from voting on such resolutions.

g)      Details of all material transactions with related parties will have to be disclosed quarterly along with the compliance report on corporate governance.

h)      All existing material related party contracts or arrangements as on the date of this circular which are likely to continue beyond March 31, 2015 will have to be placed for approval of the shareholders in the first General Meeting subsequent to 1 October 2014. A company may choose to get such contracts approved by the shareholders even before 1 October 2014.

Equal treatment of all shareholders

3.       Companies are obliged to provide equal treatment to all shareholders including minority and foreign shareholders.

Whistle blower mechanism

4.       Companies will have to establish a whistle blower mechanism.

Accounting standards

5.       Implement the prescribed accounting standards in letter and spirit in the preparation of financial statements taking into consideration the interest of all stakeholders.

Disclosure of interest by board and key executives

6.       Members of the Board and key executives are obliged to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the company.

Woman director and Independent director

7.       Mandatory appointment of a woman director and independent directors.

8.       An independent director cannot act as such in more than seven listed companies.

9.       Any person who is serving as a whole time director in any listed company cannot serve as an independent director in more than three listed companies.

10.   An independent director can hold office for a term up to five consecutive year

19 April 2014

Press Note on Tax Credit


CBDT optimist on Standard Operating Procedure; Urges taxpayers to file rectification request for TDS mismatches

April 18, 2014

SECTION 139D OF THE INCOME-TAX ACT, 1961 - FILING OF RETURN IN ELECTRONIC FORM - EXTENSION OF FACILITY TO TAXPAYERS TO VERIFY IF DEMAND IN THEIR CASE IS DUE TO TAX CREDIT MISMATCH ON ACCOUNT OF INCORRECT FURNISHING OF SPECIFIED PARTICULARS AND SUBMIT RECTIFICATION REQUESTS WITH CORRECT PARTICULARS OF TDS/TAX CLAIMS FOR CORRECTION OF THESE DEMANDS

PRESS NOTE NO.402/92/2006-MC, DATED 17-4-2014

 

Detailed instructions have been issued by the CBDT to all the assessing officers laying down a Standard Operating Procedure (SOP) for verification and correction of demand by the AOs. As per this SOP, the taxpayers can get their outstanding tax demand reduced/deleted by applying for rectification along with the requisite documentary evidence of tax/demand already paid. The SOP also makes special provisions for dealing with the tax demand upto Rs. 1,00,000/- in the case of Individuals and HUFs in order to accommodate certain extraordinary situations. The SOP is expected to mitigate the long standing grievances of taxpayers by way of reduction/deletion of tax demands.

 

The CBDT has further noted that many taxpayers are committing mistakes while furnishing their tax credit claims in the return of income. Such mistakes include quoting of invalid/incorrect TAN; quoting of only one TAN against more than one TAN tax credit; furnishing information in wrong TDS Schedules in the Return Form; furnishing wrong challan particulars in respect of Advance tax, Self-assessment tax payments etc. As a result of these mistakes, the tax credit cannot be allowed to the taxpayers while processing returns despite the tax credit being there in 26AS statement. The CBDT, therefore, desires the taxpayers to verify if the demand in their case is due to tax credit mismatch on account of such incorrect particulars and submit rectification requests with correct particulars of TDS/tax claims for correction of these demands. The rectification requests have to be submitted to the jurisdictional assessing officer in case the return was processed by such officer, or the taxpayer is informed by CPC, Bangalore that such rectification is to be carried out by Jurisdictional assessing officer. In all other cases of processing by CPC, Bangalore, an online rectification request can be made by logging into e-filing website http://incometaxindiaefiling.gov.in as per the procedure given in detail in its Help Menu  



16 April 2014

Unpaid taxes if a Pvt Ltd company

Unpaid taxes of Private limited Company could not be recovered from its director if he was not grossly negligent in his affairs -GUJ HC- Jashvant lal Vs.ITO

15 April 2014

Parliament competent to impose Service Tax on Restaurants and hotels: Bombay HC

Bombay HC upholds service tax levy on AC restaurants; Differs from Kerala HC ratio

 

Bombay HC dismisses writ filed by Indian Hotels and Restaurant Association, upholds validity of service tax levy on air-conditioned restaurants serving liquor u/s 65(105)(zzzzv) of Finance Act; Rejects assessee's challenge to Parliament's competence to tax sale / purchase of goods by way of / as part of any service, covered under "State List" read with Article 366(29A)(f) of Indian Constitution; Tax on sale / purchase of goods and tax on services two distinct concepts; To say that Parliament is denuded of its competence to tax restaurant services entails violence to plain language of Constitutional provisions; Service tax does not tax sale of goods, but services provided in such sale; Entry 54 in List II does not envisage service tax on services rendered by restaurant to any person, as referred u/s 65(105)(zzzzv); Rejects Kerala HC's single Judge ruling in Kerala Classified Hotels and Resorts Association for want of categorical finding that tax in question covered by State List; HC accepts Revenue's reliance on SC ruling in Tamil Nadu Kalyana Mandapam pertaining to catering services  : Bombay HC

Section 40(a)(ia),

IT: In view of retrospective amendment in section 40(a)(ia), deduction made in last month of financial year would be allowable, if same was deposited before filing of return under section 139(1)

[2014] 42 taxmann.com 547 (Rajasthan)

HIGH COURT OF RAJASTHAN

Commissioner of Income-tax, Udaipur
v.
Choudhary Construction Company

14 April 2014

Sum received by retiring partner

Sum received by retiring partner towards his share capital wasn’t liable to capital gain tax
April 14, 2014[2014] 43 taxmann.com 253 (Hyderabad - Trib.)

13 April 2014

New e forms

FYI - The ministry of Corporate Affairs vide public notice dated 11th April 2014 stated  that all the new e forms   under the Companies Act 2013 would be available for  uploading from the 28th day of April 2014 (instead of staggered roll out of new e forms from the 14th of April, 2014)

04 April 2014

CIN Mandatory


Corporate Identification Number (CIN) to be mandatorily mentioned on letterheads etc. from 1st April, 2014


In the latest from the Ministry of Corporate Affairs, 183 new Sections of the Companies Act 2013 have been notified to take effect from April 1, 2014.


As per Section 12 of the Act notified from 1st April, 2014, every company is mandatorily required to mention its Corporate Identification Number (CIN) along with the name and address of registered office on letterheads, invoices, notices and on all official correspondence and publications. Additionally, contact details, email and website address, if any, must be incorporated in such documents mentioned from April 1, 2014.


In case of any failure to quote the CIN number, penalty of Rs 1,000 per day shall be imposed on the defaulting company and on every officer in default for every day during which the default continues. However, maximum penalty imposable shall not exceed Rs 100,000.  



Direct Taxes Code

The Finance Ministry has released a revised and comprehensive "Direct Taxes Code 2013″. The said Code contains several significant changes with far-reaching implications to the law and practice of income-tax. The Code also seeks to make the law more simplified and comprehensible. There is specific emphasis in the Code on measures to tax tax evasion. The Finance Ministry has also issued a paper highlighting the salient features of the Direct Taxes Code 2013

Source: ITAT Online


"accountant" means a chartered accountant within the meaning of the Chartered Accountants Act, 1949 and who holds a valid certificate of practice under sub section (1) of section 6 of that Act, and shall include
-
(i) a company secretary within the meaning of the Company Secretaries Act, 1980

(ii)a cost accountant within the meaning of the Cost and Works Accountants Act,
1959 ; or

(iii) any person having such qualifications as the Board may prescribe,
for the purposes specified in this behalf.

ITR- AY 2014-15

INCOME-TAX (FOURTH AMENDMENT) RULES, 2014 - AMENDMENT IN RULE 12 & SUBSTITUTION OF FORMS SAHAJ (ITR-1), ITR-2, SUGAM (ITR-4S) AND ITR-V
NOTIFICATION NO.24/2014 [F.NO.142/2/2014-TPL]/SO 997(E), DATED 1-4-2014
In exercise of the powers conferred by section 295 of the Income-tax Act, 1961 (43 of 1961), the Central Board of Direct Taxes hereby makes the following rules further to amend the Income-tax rules, 1962, namely:—
1. (1) These rules may be called the Income-tax (4th Amendment) Rules, 2014.
(2) They shall come into force with effect from the 1st day of April, 2014.
2. In the Income-tax Rules, 1962 (hereinafter referred to as the said rules), in rule 12,—
(a) in sub-rule (1), for the figures "2013", the figures "2014" shall be substituted;
(b) in sub-rule(2), in the proviso after the words and figures "section 115JB" the words "or to give a notice under clause (a) of sub-section (2) of section 11" shall be inserted;
(c) in sub-rule (3), in the first proviso,—
(A) after clause (aab), the following clause shall be inserted, namely:—
"(aac) a person required to furnish the return in Form ITR-5, other than a firm to which clause (aaa) is applicable, shall furnish the return for the assessment year 2014-15 and subsequent assessment years in the manner specified in clause (ii) or clause (iii);";
(B) for clause (b), the following clause shall be substituted, namely:—
"(b) a person required to furnish the return in Form ITR-7 shall furnish the return for assessment year 2014-15 and subsequent assessment years,—
(A) in case it is furnished under sub-section (4B) of section 139, in the manner specified in clause (ii);
(B) in other cases, in the manner specified in clause (i) or clause (ii) or clause (iii):";
(d) in sub-rule (4), after the words, "report of audit", the words "or notice" shall be inserted;
(e) in sub-rule (5), for the figures "2012", the figures "2013" shall be substituted.
3. In the said rules, in Appendix-II, for "Forms SAHAJ (ITR-1), ITR-2, SUGAM (ITR-4S) and ITR-V" the "Forms SAHAJ (ITR-1), ITR-2, SUGAM (ITR-4S) and ITR-V" shall be respectively substituted as follows:—
FORM SAHAJ (ITR-1)

FORM ITR-2

FORM SUGAM (ITR-4S)

FORM ITR-V



Bank Audit: Minimise bank audit risk by maintaining documentation

Bank Audit: Minimise bank audit risk by maintaining documentation: Train ur staffs to Identify NPAs: By CA Nitesh More

1) Our audit risk is minimized If:
a)    We are able to identify & recognize the NPAs properly,
b)    We maintain proper documentation of our audit.
Otherwise if subsequently, RBI inspector detect additional NPAs & on that basis , if RBI complain to ICAI, one may be in trouble.
2) TRAIN YOUR STAFFS TO IDENTIFY NPAs: Identification of the NPAs is one of the major Task in Bank Branch audit. If your article clerks & other staffs are able to identify the NPAs than you will be able to implement proper income recognition & provisioning norms as per RBI guidelines. So train your article clerk to indentify the NPAs.  
3) Non performing Assets : An asset, including a leased asset, becomes non performing when it ceases to generate income for the bank. A non performing asset (NPA) is a loan or an advance where;
i. Interest and/ or instalment of principal remain overdue for a period of more than 90 days in respect of a term loan,
ii. The account remains ‘out of order’ as indicated at paragraph 5 below, in respect of an Overdraft/Cash Credit (OD/CC),
iii. The bill remains “overdue” at paragraph 6 below for a period of more than 90 days in the case of bills purchased and discounted,
iv. The instalment of principal or interest thereon remains overdue for two crop seasons for short duration crops,
v. The instalment of principal or interest thereon remains overdue for one crop season for long duration crops,
vi. The amount of liquidity facility remains outstanding for more than 90 days, in respect of a securitization transaction undertaken in terms of guidelines onsecuritization dated February 1, 2006.
vii. In respect of derivative transactions, the overdue receivables representing positive mark-to-market value of a derivative contract, if these remain unpaid for a period of 90 days from the specified due date for payment.
4) In case of interest payments, banks should, classify an account as NPA only if the interest due and charged during any quarter is not serviced fully within 90 days from the end of the quarter. In addition, an account may also be classified as NPA in terms of paragraph 4.2.4 of this Master Circular.
5) ‘Out of Order’ status:An account should be treated as 'out of order' if the outstanding balance remains continuously in excess of the sanctioned limit/drawing power. In cases where the outstanding balance in the principal operating account is less than the sanctioned limit/drawing power, but there are no credits continuously for 90 days as on the date of Balance Sheet or credits are not enough to cover the interest debited during the same period, these accounts should be treated as 'out of order'.
6)  ‘Overdue’ :Any amount due to the bank under any credit facility is ‘overdue’ if it is not paid on the due date fixed by the bank.
7)  INCOME RECOGNITION
7.1 Income Recognition Policy
7.1.1 The policy of income recognition has to be objective and based on the record of recovery. Internationally income from non-performing assets (NPA) is not recognised on accrual basis but is booked as income only when it is actually received. Therefore, the banks should not charge and take to income account interest on any NPA. This will apply to Government guaranteed accounts also.
7.1.3 Fees and commissions earned by the banks as a result of renegotiations or rescheduling of outstanding debts should be recognised on an accrual basis over the period of time covered by the renegotiated or rescheduled extension of credit.
7.2 Reversal of income
7.2.1 If any advance, including bills purchased and discounted, becomes NPA, the entire interest accrued and credited to income account in the past periods, should be reversed if the same is not realised. This will apply to Government guaranteed accounts also.
7.2.2 In respect of NPAs, fees, commission and similar income that have accrued should cease to accrue in the current period and should be reversed with respect to past periods, if uncollected.
 CA NITESH MORE

 Depreciation on Fixed Assets in Banks 
After reading Accounting policy of different banks it has been noted that they refer to "Guidelines of RBI" as regard to Depreciation on computers, but no such guidelines available. The Expert panel for Bank Audit of ICAI also failed to furnish any such guidelines so far.

Besides this some banks are providing depreciation on computers for full year irrespective of date of addition. For other assets some are applying rates of companies act, some are using Income Tax 1961 rates. Some are using 182 days, some are using 180 days and some are using 30th Sep as the period for providing half depreciation. When Each and every bank is having different set of policy as regard to Depreciation how it can be said that they are providing depreciation as per RBI Guidelines or their results are comparable.

Following are extracted from Accounting Policy (schedule-17) of the banks:

Central Bank of India 
·  Fixed Assets (other than computers which are depreciated on Straight Line Method) are depreciated under 'Written Down Value Method’ 
·  Depreciation on additions to assets, made upto 30th September is provided for the full year and on additions made thereafter, is provided for the half year. No depreciation is provided on assets sold before 30th  September and depreciation is provided for the half year for assets sold after 30th  September.
State Bank of India
·        In respect of assets acquired during the year for domestic operations, depreciation is charged for half a year in respect of assets used for upto 180 days and for the full year in respect of assets used for more than 180 days, except depreciation on computers and software, which is charged for the full year irrespective of the period for which the asset was put to use.
Punjab & Sind Bank
·        Depreciation is provided for on Computers at 33.33%, on straight-line method; additions are depreciated for the full year irrespective of the date of addition as per RBI guidelines
·        Other Fixed assets on written down value method at the rates prescribed by the Income Tax Act 1961; additions effected before 30th September are depreciated for full year and additions effected thereafter are depreciated for half year. 
·        No depreciation is provided on assets sold/disposed of during the year.

State Bank of Hyderabad
·        In respect of assets acquired during the year, depreciation is charged for half year in respect of assets used for up to 182 days and for the full year in respectof assets used for more than 182 days, except depreciation on computers/ATMs and software, which is charged for the full year irrespective of the period for which the asset was put to use
·        The rates of depreciation and method of charging depreciation are as under : 
·        Computers/ATMs                              SLM                                         33.33% every year 
·        Computer software forming an integral part of hardware                     WDV                                        60%
·        Computer Software which does not form an integral part of hardware                                           100%, in the year of acquisition
Oriental Bank of commerce
·        Depreciation on assets (including revalued assets), is charged on the Written Down Value at the rates prescribed by the Income Tax Rules, 1962; except in respect of computers on which depreciation is provided on Straight Line Method @ 33.33% as per RBI guidelines
·        Depreciation is not provided in the year of sale/disposal of asset;
Bank of Baroda
·        Depreciation on Fixed Assets, other than on computers, is provided under the written down value basis at the rates prescribed in Schedule XIV to the Companies Act, 1956. 
·        Depreciation on computers is provided on Straight Line Method at the rate of 33.33% in line with theguidelines of Reserve Bank of India 
·        While depreciation on additions is provided for full year, no depreciation is provided in the year of sale/disposal.
Dena Bank
·        Depreciation is charged on Written Down Value (W.D.V.) method at the rates prescribed under the Income Tax Rules, 1962 except Computer hardware purchased before 01.04.2000 are depreciated @ 25% p.a. on W.D.V. method and purchased on or after 01.04.2000 are depreciated @ 33.33% on Straight Line Method.
United Bank of India
·        Software are capitalized with computers
·        Depreciation on assets other than computers, ATMs and Software is provided for under written down value method, in the manner and as per the rates prescribed under Schedule XIV to the Companies Act, 1956. The rate is rounded off to next absolute number. Depreciation on the revalued portion of the assets is adjusted from Revaluation Reserve. 
·        Depreciation on computers, Automatic Teller Mahchine (ATM) and software are provided on straight-line method @ 33.33% on pro-rata basis from the date of acquisition as per RBI guidelines.
Canara Bank
·        Fixed Assets excluding Computers are depreciated under Written Down Value Method at the rates determined by the management on the basis of estimated useful life of the respective assets. As per theguidelines of Reserve Bank of India, depreciation on Computers is charged at 33.33% on Straight-Line Method. 
·        Depreciation on additions to fixed/leased assets is charged for the full year irrespective of the date of acquisition.  No depreciation is provided in the year of sale/disposal.

01 April 2014

What is changed from CA, 56 to CA, 13

What is changed from CA, 56 to CA, 13... An observation

CA, 56 was like girlfriend... We knew since we born(started working) a liberal (act) n very good friend... Hardly getting serious about misbehavior (non compliance) always friendly n many tried and tested formula (drafts) were available in market to fulfill wish(compliance)...

CA,13 is like same girlfriend became wife... Now same action will draw different n strict reaction (huge penalty)
tired and not tested formula..
It thinks that u (company) is always cheating...
though we know the subject matter since years... Its ever changing and infinite rules that will make life more miserable

N best of all... Though change was inevitable and known since years but transformation period is hardly a 4-5 days
����

31 March 2014

Companies Act-Rules - Article on NPA


MCA notifies rules for additional chapters

MCA vide its notification dated 28th & 31st March 2014 issued rules for additional 4 chapters under the Companies Act 2013. Till now the rules have issued for 14 chapters

New rules issued are :

· Chapter XXVI - Nidhi Rules 2014

· Chapter XXIX - Companies (Adjudication of Penalties ) Rules 2014

· Chapter XXIX - Companies (Miscellaneous ) Rules 2014

· Chapter V - The Companies (Acceptance of Deposits) Rules, 2014.

· Chapter X - The Companies (Audit and Auditors) Rules, 2014.

Please take note that rules for Chapter II has been re-issued on 30th March 2014

 



ARTICLE ON NPA PUBLISHED IN BUSINESS TODAY  



30 March 2014

Extension of date for filing Audit Report in form 704 for 2012-13 by developers

Extension of date for filing Audit Report in form 704 for 2012-13 by developers.

Trade Circular 10T dated 29/3/2014

31st March 2014 important date to remember

31st March 2014 important date for following

1. Last date of payment of advance income tax for Financial Year 2013-14.

2.Submission of income tax and wealth tax for the financial year 2012-13.

3. Submission of revised return of income for financial year 2011-12, if required.

4.Payment of Income tax and wealth tax for the undisclosed income and wealth for FY 2006 07 to 2011 12, if return not filed.

5.Payment of due TDS on interest and other payments

6.Phyiscal Stock taking.

7.Cash balance tally.

8.Minimum balance in the asset where income is tax free to minimise disallowance under section 14A of the Income Tax Act.

9.Investment under section 80 C. 80 and others.

Company Identification Number (CIN) Mandatory

CIN is mandatory on company documents such as letter heads, invoices etc.:

Section 12(3)(c) of CA 2013, which will be effective from 1.4.2014, provides that every company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications. Pl ensure compliance.

39 new forms notified effective from 14/04/2014.

39 new forms notified effective from 14/04/2014.

1.       INC-1 Application for reservation of name – old form  1A

2.       INC-2 OPC- Application for Incorporation - New form

3.       INC-3 OPC- Nominee consent form - New form

4.       INC-4 OPC- Change in Member/Nominee - New form

5.       INC-5 OPC- Intimation of cessation - New form

6.       INC-6 OPC- Application for Conversion - New form

7.       INC-7 Incorporation of Co. (Other than OPC) 1

8.       INC-18 Application to Regional director for conversion of section 8 co.

into any other kind of co. - New form

9.       INC-20 Intimation to Registrar of revocation/surrender of license issued u/s 8  - New form

10.   INC.21 Application for commencement of business old form  19, 20

11.   INC-22 Notice for situation or change of situation of registered office old form 18

12.   INC-23 Application to Regional director for approval to shift the registered office from one state to another state or from jurisdiction of one registrar to another within the state - old form 1AD,24AAA

13.   INC-24 Application for change of name old form -  1B

14.   INC-27 Conversion form Pvt. To public or vice-versa old forms -  1B, 62

15.   INC-28 Notice of order of the Court or Tribunal or any other competent authority - old form 21

16.   PAS-3 Return of allotment - old form 2

17.   SH-7 Notice to Registrar for alteration of share capital - old form 5

18.   SH-8 letter of offer - New form

19.   SH-11 Return in respect of buy back of securities - old form 4C

20.   CHG-1 Application for registration of creation or modification of charge (other than debentures) - old form 8

21.   CHG.4 Particulars of satisfaction of charge - old form 17

22.   CHG-6 Notice of appointment or cessation of receiver or manager - old form 15

23.   CHG-9 Application for registration of creation or modification of charge in case of debentures - old form 10

24.   MGT-14 Filing of Resolutions and agreements to the Registrar under section 117 - old form 23

25.   DIR-3 Application for allotment of Director Identification Number - old form  DIN 1

26.   DIR-5 Intimation of change in particulars of Director to be given to the Central Government  - old form DIN 4

27.   DIR-7 Notice of resignation of a director to the Registrar - NEW FORM

28.   DIR-8 Particulars of appointment of directors and the key managerial personnel and the changes among them - Form 32, 32AD

29.   MR-1 Return of appointment of managing director or whole time director or manager - Form 25C

30.   MR-2 Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors - old form 25A

31.   URC-1 Application by a company for registration under section 366 - Old Form 37, 39

32.   FC-1 Information to be filed by foreign company - old form  44

33.   FC.2 Return of alteration in the documents filed for registration by foreign company - old form 49, 52

34.   FC.3 List of all principal places of business in India established by foreign company - old form 52

35.   FC.4 Annual Return - old form  PTII

36.   ADJ Memorandum of Appeal New form  - new form

37.   MSC-1 Application to ROC for obtaining the status of dormant company - new form

38.   MSC-3 Return of dormant companies -  New form

39.   MSC-4 Application for seeking status of active company - new form

28 March 2014

Companies Act Rules notified

Companies Act Rules notified.

http://www.mca.gov.in/MinistryV2/companiesact.html

MCA - 167 sections

For professionals -MCA is notifying 167 sections, before 31st march rules  for these sections they will notify

Tentative Checklist for immediate actions.

Resolutions to be proposed at the ensuing AGM

1)      Increase in borrowing limit and creation of charge - S/180 (I) (c) & 180 (I) (a)

2)      Accepting Public Deposits - S/73 & 76

3)      Change/ Alteration in AOA –Adopt Table F

4)      Invt. in other body Corporates - S/186

5)      Appointment of Branch Auditors

6)      Related Party transactions, if any - S/188

7)      Appointment of Auditors – Within 3yrs of notification S/139 (2)

8)      Issue of Securities on Pvt. Placement - S/42

9)      Appt of CFO & other KMPs - Board approval as 203

10)   Fixing Remuneration of KMPS - Board approval as 203

11)   Appt. of independent directors - S/149(10) to (12)

Actions immediately to be taken on  notification of the Act

1)      Identify related parties – To be notified to accounts department

2)      Print new Business letters, bills etc with CIN no. – s/12(3) (c)

3)      Devise CSR policy & spending – s/135

4)      Adopt new Whistle Blower Policy – Vigil mechanism – 177(10)

5)      File Return on Public Deposits within 3 months – 74(1)

6)      Return on change in Top 10 shareholders – within 15 days -  S/93

7)      To obtain positive consent for receiving documents by email (S/101)

8)      Obtain certificate of Independence from Directors S/149 (7)

9)   Terms of reference of Audit committee –Additional items to be placed before audit committee at each meeting - S/177 (4)

10)   Nomination & Remuneration policy to be approved by Board – S/178 (3) & (2)

11)   Terms of reference of Stakeholder committee – Additional items to be placed before the Committee - S/178 (6)

12)   Devise Code for independent Directors – Schedule IV

13)   Observe Secretarial standards for Board & General meetings S/118 (10)

14)   Reconstitute Board (within 1year)– for (i) appl. of ID’s for 5yrs (ii) not liable to retire by rotation –S/149 (10) to (13)

15)   Maintain Register of KMPs - S/170

16)   Can pay sitting fees upto Rs. 1lakh S/197 (5)

17)   Check the compliance required by unlisted Public companies (if paid-up/networth exceed prescribed limits)

Additional compliances

1)      To attend at least 1 Board Meeting in 12 months or vacate office S/167 (1) (b)

2)      Change in top 10 shareholders S/93

3)      File Board Resolutions passed  U/S 179

4)      File Report on AGM – S/121

5)      Postal Ballot Applicable to Pvt. Cos – S/110

6)      Directors Responsibility Statement – Clause  (e) & (f) of S/134 (5) have laid down adequate “internal financial controls” (defined in the Act) – To devise policy on internal financial controls.

7)      Auditors – Appoint for 5yrs – Existing limit to be considered S/139 (2) – Ratification every year

8)      To inform auditor & ROC about appointment within 15 days – S/139

9)      Relative of auditor not to hold shares in excess of Rs. 1lakh S/141

26 March 2014

MCA Notifies 183 New Sections of Companies Act,2013

notifies 183 new sections of Companies Act 2013 in Phase IV

The Ministry of Corporate Affairs has notified 183 new sections of the Companies Act 2013 and some sub- sections of 13 sections which were already notified by notification dated 12th September 2013 and remaining schedule, in the fourth phase today, by way of notification dated 26th March 2014. These sections have been notified to come into effect from 1st April 2014. With the notification of these sections, now a total of 283 sections of the new Act stand notified.

With the notification of aforesaid sections, it can be assumed that relevant rules will also be notified shorlty as most of them are dependent on rules.

The sections remaining to be notified are related to National Financial Reporting Authority, Investor and Education Protection Fund, Compromise and arrangement, oppression and mismanagement, winding up, sick companies ,special courts, national company law tribunal. Majority of these sections are not notified due to pending case in Supreme court with respect to the National Company Law Tribunal.

Status as on date:

Total Section

470 ;

Total Sections notified till
date
283

Nos. of Section pending
notification
187

The list of sections notified under Phase III along with title is given below:

Chapter 1 - Preliminary

  • Section 2 – Definitions
    • Clause (2) - Accounting Standards
    • Clause (7) - Auditing Standards
    • Clause (13) - Books of Accounts
    • Clause (31) - Deposits
    • Clause (41) - Financial year
    • Clause (42) - Foreign company
    • Clause (47) - Independent Director
    • Clause (48) - Indian Depository Receipt
    • Clause (62) - One Person Company
    • Clause (83) - Serious Fraud Investigation Office
    • Clause (85) - Small Company
    • Explanation (d) of clause (87)

 

MCA issues clarification with regard to section 180 of the Companies Act, 2013.

MCA vide circular no 04/2014 dated 25th March 2014 has clarified that the resolution passed under section 293 (Restrictions on powers of Board ) of the Companies Act, 1956 prior to 12.09.2013 with reference to borrowings (subject to the limits prescribed) and / or creation of security on assets of the company will be regarded as sufficient compliance of the requirements of section 180 (Restrictions on powers of Board) of the Companies Act, 2013 for a period of one year from the date of notification of section 180 of the Act.

The clarification has been issued since Ministry has received many representations regarding various difficulties arising out of implementation of section 180 of the Companies Act, 2013 with reference to borrowings and/or creation of security, based on the basis of ordinary resolution.


24 March 2014

ICAI has made amendments to the Auditors Report format

ICAI has made amendments to the Auditors Report format as under

- Announcement 1 : Manner of Reporting on Section 227(3)(bb) of the
Companies Act, 1956. <http://220.227.161.86/32148aasb22246-1.pdf>

- Announcement 2 : Reference to the Accounting Standards Applicable to
the Companies in the Auditor's Report and Limited Review Reports and
various Engagement Standards.<http://220.227.161.86/32149aasb22246-2.pdf>

- Announcement 3 : Amendment to the "Auditor's Responsibility" Paragraph
Included in the Independent Auditor's
Report.<http://220.227.161.86/32150aasb22246-3.pdf>

- Announcement 4 : Use of the Term "Profit and Loss Account" or
"Statement of Profit and Loss" in the Statutory Audit Reports of
Companies.<http://220.227.161.86/32151aasb22246-4.pdf>

- Announcement 5 : Manner of Reporting In Respect of Such Clauses of the
Companies (Auditor's Report) Order, 2003 Which Are Not Applicable to the
Auditee Company. <http://220.227.161.86/32152aasb22246-5.pdf>

23 March 2014

Banks to remain open on weekend to facilitate tax collection

NEW DELHI: Bank branches will remain open for full day on March 29, 30 and 31 to facilitate tax collection.
While March 29 is a Saturday, March 30 is Sunday and March 31 is the last year of financial year and is a public holiday in some parts of the country.

CBEC to keep its offices open on last three days of this Month

Government of India, Ministry of Finance, Department of Revenue, Central Board of Excise & Customs
Subject:  Opening of offices during the week beginning 24th March, 2014 – reg.As you are aware, the bulk of the revenue is received at the end of the month.  However, last week of March 2014 does not have full working days. 29th March is a Saturday, 30th March is a Sunday and 31st March is a public holiday in some parts of the country.  Incidentally, this week also happens to be the last week of the financial year.
2.         The Chairperson, CBEC has also requested the Secretary Financial Services to issue instructions to have the banks open for full day on 29th, 30th and 31st March 2014 so that the efforts made for collections of revenue are reflected appropriately.
3.         I am, therefore, directed to request you to immediately issue trade notices for the information of the trade and also keep your offices, as a special measure, opened on 29th, 30th & 31st March, 2014.  You may also contact the local banks to ensure that the assesses can make their payments electronically and these are uploaded to reflect the actual revenue collections for the financial year.
Yours faithfully,
(Surendra Singh)
Under Secretary to the Govt. of India