Monthly Archives: March, 2015

Amount received by private Companies, from its members, directors or their relatives is not “DEPOSIT”

Private Companies not required to repay amount received from its members, directors or their relatives

Ministry of corporate affairs, on 30th March 2015 has issued most awaited clarification.

As per MCA circular No. 05/2015 “amounts received by private companies from their members, directors or their relatives prior to 1st April, 2014 shall not be treated as ‘Deposits’ under the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 subject to the condition that relevant private company shall disclose, in the notes to its financial statement for the financial year commencing on or after 1st April, 2014 the figure of such amounts and the accounting head in which such amounts have been shown in the financial statement.

Any renewal or acceptance of fresh deposits on or after 1st April, 2014 shall, however, be in accordance with the provisions of Companies Act, 2013 and rules made thereunder.

You can download this circular from the following link:

General Circular 5/2015 dated 30.03.2015

Thanks & Regards

KASHIF ALI & ASSOCIATES
Company Secretaries
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209

 

Advertisements

Amendment in Companies (Share Capital and Debentures) Amendment Rules, 2014

Ministry of Corporate Affairs has issued the Companies (Share Capital and Debentures) Amendment Rules, 2015 on 18th March 2015. This is second amendment in these rules. .

The highlights of this amendment as prepared by Institute of Company Secretaries of India  are reproduced here for your reference:

  •  Rule 5: First proviso to sub-rule (3) (b)provided that in companies wherein a company secretary is appointed under the provisions of the Act, he shall be deemed to be authorised for signing the share certificate. This proviso has been deleted implying thereby that Company Secretary or any person authorised by the Board for the purpose can sign the share certificates.
  • Rule 6 : In case of listed companies, duplicate share certificate  shall be issued within forty five days, from the date of submission of complete documents with the company instead of fifteen days earlier.

 

  • Rule 12: In terms of rule 12, a company other than a listed company, which is not required to comply with the SEBI (ESOP) shall not offer shares to its employees under a scheme of ESOPs unless it complies with the requirements under the said rule.

    Before the amendment, an employee of an associate company was also covered within the meaning of employee. Pursuant to the amendment, the employee of an associate company would not be included within the meaning of employee.

 

  • Rule 13: In case of any preferential offer made by a company to one or more existing members only, the provisions of sub-rule (1) and proviso to sub-rule (3) of rule 14 of Companies (prospectus and Allotment of Securities) Rules, 2014 shall not apply.

Rule 14 of Companies (prospectus and Allotment of Securities) Rules, 2014 deals with private placement.

 

  • Rule 18: As per Rule 18(1), in condition (d)(i) regarding issue of secured debentures, the words ‘(not being in the nature of pledge)’ have been omitted.

    In case of a non-banking financial company, the charge or mortgage  may now be created on any movable property.

 

  • In case of any issue of debentures by a Government company which is fully secured by the guarantee given by the Central Government or one or more State Government or by both, the requirement for creation of charge shall not apply.
  • In case of any loan taken by a subsidiary company from any bank or financial institution, the charge or mortgage may be created on the properties or assets of the holding company.
  • Trust deed in Form No. SH.12 or as near thereto as possible shall be executed by the company issuing debentures in favour of the debenture trustees within three months of closure of the issue or offer as against within sixty days of allotment of debentures earlier.
  • A new sub-rule (9) has been added to Rule 18 exempting this rule to any amount received by a company against issue of commercial paper or any other similar instrument issued in accordance with the guidelines or regulations or notification issued by the Reserve Bank of India.

 

  • A new sub-rule (10) has been added to Rule 18 exempting this rule, unless otherwise provided in such Scheme or regulations or directions, in case of any offer of foreign currency convertible bonds or foreign currency bonds issued in accordance with the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 or regulations or directions issued by the Reserve Bank of India.


  • Rule 19

 The modification in the nature of correcting cross referencing to the Form in sub-rule (11) has been made. The words ‘Form No. SH-14’ has been replaced with words ‘Form SH-13’

The format of Form No. SH-13 and SH-14 have been substituted.

Source : www.icsi.edu

You can download the amended rules from the following link:

http://www.mca.gov.in/Ministry/pdf/Chapter4_Rules_19032015.pdf

Thanks & Regards

KASHIF ALI & ASSOCIATES
Company Secretaries
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209

E-VOTING _ AMENDMENT IN ‘COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014’

Ministry of Corporate Affairs of India has on 19th March 2015, amended Companies (Management and Administration) Amendment Rules, 2014. This is third amendment in these rules.

This time rule 20 which talks about “E-Voting” has been substituted. Some of the highlights of amendments are as follow

  • E-voting is not mandatory for listed SME/Institutional Trading Platform.
  • Following new explanations has been inserted:
    • Cut-off date
    • Agency
    • Electronic voting system
    • Remote e-voting
  • Even a person other than CA/CS/CWA/Advocate can also become scrutinizer.
  • Now a member can cast its vote in any of the following mode;
    • through remote e-voting, while sitting at place other than venue of meeting.
    • through ballot or polling paper or e-voting at the venue of meeting.
  • A members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled   to cast their vote again;
  • Content of notice of general meeting and news paper advertisement has been extended.
  • Remote E-voting facility to remain open for at least 3 days and shall close at shall close at 5.00 m. on the date preceding   the date of the general meeting;

You can download the amended rules form the following link:

http://mca.gov.in/Ministry/pdf/Chapter7_Rules_19032015.pdf

Thanks & Regards

KASHIF ALI & ASSOCIATES
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209

USE OF INDIVIDUAL LOGO BY COMPANY SECRETARIES IN PRACTICE

 GUIDELINES FOR USE OF INDIVIDUAL LOGO BY COMPANY SECRETARIES IN PRACTICE

ICSI has issued guidelines on use of “logo” by practicing Company Secretaries. The draft guidelines can be downloaded from the following link.

https://www.icsi.edu/webmodules/Logo%20Guidelines.pdf

Thanks & Regards

KASHIF ALI & ASSOCIATES
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209

NOW A PCS CAN ISSUE ONLY 5 SECRETARIAL AUDIT REPORT

GUIDELINES FOR ISSUING SECRETARIAL AUDIT REPORT, SIGNING AND CERTIFICATION OF ANNUAL RETURN

ICSI has issued Draft Guidelines for Issuing Secretarial Audit Report, Signing and Certification of Annual Return for Views and Suggestions.

As per theses draft guidelines a PCS can issue only 5 Secretarial Audit Report and sign 80 Annual return during a financial year. However, that in the case of a firm of Company Secretaries, the ceiling of five/eighty companies as aforesaid would apply to each partner.

These Guidelines shall come into effect from 1st April, 2015.

Member’s views/suggestions on the draft guidelines, can be sent to Mr. Mahesh Airan, Assistant Education Officer, at e-mail mahesh.airan@icsi.edu, latest by March 16, 2015.

These draft guidelines can be downloaded from the following link:

https://www.icsi.edu/webmodules/GUIDELINES%20FOR%20ISSUING%20SECRETARIAL%20AUDIT%20REPORT.pdf

Thanks & Regards

KASHIF ALI & ASSOCIATES
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209