JMJA and Associates LLP

Atyati Technologies Private Limited (The Company) was incorporated under Companies Act, 1956 as a Private Limited Company with Registered Office in Bangalore. The Paid-up capital of the Company was Rs. 8.81 Crores. As per Rule 8A, it is mandatory for every company to appoint a Company Secretary in all the Companies having Paid up capital of Rs. 5 Crores or more. The Company filed a suo-motto filed a petition under Section 203 of the Companies Act, 2013 (The Act) read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with a prayer for compounding violation committed under Section 441 of the Act. The Company pleaded that though since the commencement of new Companies Act, 2013, i.e. April 01, 2014 the Company could not appoint any Professional as a CS as no CS was willing to work with the Company as Company being a Private Limited Company there was very limited scope of work. As per Section 203 (5), if a company contravenes the provision...

With respect to transfer of shares to IEPF Authority ,  the  Ministry of Corporate Affairs has issued General Circular No. 12/2017 dated 16 th October, 2017. In terms of Rule 6 of the  Investor Protection and Education Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,  as amended from time to time, where the seven year period provided under section 124(5) of the Companies Act, 2013 is completed during 7th September, 2016 to  31st October, 2017 , the due date for transfer of such shares by companies shall be 31 st  October, 2017. The following clarifications have been made in the abovementioned circular: Demat accounts have been opened by IEPF Authority with NSDL and CDSL through their depository participant; The said demat accounts will have features and functionality to support IEPF operations through paperless and digital processes; Companies required to transfer shares in such account shall do so whether such shares are held ...

Disqualification of Directors - Current status: While there are confusion prevailing over What next after disqualification  of Directors? MCA is yet to come out with any official clarification on it. There are many companies which are affected due to the steps taken by MCA. While, the action by MCA was very clear that all the Directors who are disqualified will not be able to work as a Director and their respective DIN will be disabled for a period of 5 years. Many senior professionals have opined that such disqualification will not amount to automatic vacation of office of directorship from other companies. However, looking at the action taken by MCA, as of now it is clear that, disqualification will amount to vacation of office and Director will not able to act as a Director in any other Company. Though, MCA has not expressly clarified on the point, they have put up a notice, expressly prohibiting disqualified Directors from signing any forms to be submitted with MCA. Ca...

The “Secretarial Standard on Meetings of the Board of Directors” (SS-1), formulated by the Secretarial Standards Board of the Institute of Company Secretaries of India (ICSI) and issued by the Council of the ICSI, has been approved by the Central Government. Adherence to SS-1 is mandatory in terms of sub–section (10) of Section 118 of the Companies Act, 2013 (Act). The first version of SS-1 was applicable to Meetings of the Board of Directors and its Committees, in respect of which Notices were issued between 1st July, 2015 to 30th September, 2017. The revised version of SS-1 applies to Meetings of the Board of Directors and its Committees, in respect of which Notices are issued on or after 1st October, 2017. SS-1 prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto. Guidance Note sets out the explanations, procedures and practical aspects in respect of the provisions contained in revised SS-1 (effective from 1s...

Overview ICSI recently launched a book titled ' MISUSE OF CORPORATE STRUCTURE – PREVENTION & REMEDIES'. The preamble of the book cites one of the  most popular   shloka  of the   Bhagvad Gita . Citing these words, one need not mention the source even; rather the source gains a lot much of its popularity because of the significance and relevance of these words in the modern day scenario especially corporate one.  While the   shloka  definitely has a religious angle to it, the context and its relevance as on date can be put forth as follows: Stability and long term sustainability of the system happens because there are regenerative points. When the system attains disequilibrium and shows signs of being unstable and going out of control measures have to be taken to restore the equilibrium in the system. Since times immemorial, the fundamental features of business have been to provide profits for investors, employment to unemployed, growt...

Limited Liability Partnership (LLP) introduced in India by LLP Act, 2008 and though it is now nearly 7-8 year old Act, there are still many confusions around LLP and its basic concept. Like what is LLP, How to incorporate LLP, what are the advantages of LLP, Who can form it etc.     Through this FAQ, I have tried answering few common queries, if you have any other query, you can send me an EMAIL  with your query: FAQ on LLP (October 10, 2017) 1.     What are the steps to incorporate LLP? Name reservation : The first step to incorporate Limited liability partnership (LLP) is reservation of name of LLP. Applicant has to file eForm 1, for ascertaining availability and reservation of the name of a LLP business. Incorporate LLP : After reserving a name, user has to file eForm 2 for incorporating a new Limited Liability Partnership (LLP). eForm 2 contains the details of LLP proposed to be incorporated, partners’/ designated partners’ details...

SEBI formed a committee on corporate governance in June 2017 under the Chairmanship of Mr. Uday Kotak with a view to enhancing the standards of corporate governance of listed entities in India. The committee consisted of officials from the government, industry, professional bodies, stock exchanges, academicians, lawyers, proxy advisors, etc. The committee was requested to submit its report within four month. T he terms of reference of the committee were to make recommendations to SEBI on the following issues: Ensuring independence in spirit of Independent Directors and their active participation in functioning of the company;  Improving safeguards and disclosures pertaining to Related Party Transactions; Issues in accounting and auditing practices by listed companies; Improving effectiveness of Board Evaluation practices; Addressing issues faced by investors on voting and participation in general meetings; Disclosure and transparency related issues, if an...

22nd GST Council meeting  was held on  06th October, 2017  to discuss various matters.  Following are the outcome of this meeting. Limit for turnover in compensation scheme raised  from Rs 75 Lakh to Rs 1 Crore. And  threshold of turnover for special category States, except Jammu & Kashmir and Uttarakhand, raised from Rs. 75 lacs from Rs. 50 lacs. E-way Bill  provisions to be deferred  till April, 2018 Reverse Charge  in case of supplying services or goods  by unregistered dealer  to registered dealer not to be applicable till  31st March, 2018 Dealer with  Turnover upto Rs 1.5 Cr  (non-composition scheme) required to be file  quarterly returns and pay tax  pay on quarterly basis starting from the Third Quarter of this Financial Year i.e. October-December, 2017.  Small businesses will also have to file  monthly returns for three months  – July, August and September – and t...

Corporate Identity Number ( CIN ) , is a unique 21 digit Alpha-Numeric Code issued by Ministry of Corporate Affairs (MCA) for all the Companies registered under Companies Act, 2013.  Here in the example above, we have taken CIN of Reliance Industries Limited (RIL) from MCA Website  and code is broken into different categories for reader to understand the structure of CIN with ease. 1) Listing Status - First Alphabet First Letter (alphabet) of CIN suggests Listing Status of the Company. Where L  indicates, the Company is listed on recognised stock exchange in India and U indicates it is unlisted Company 2 to 5) Industry Code - next 5 numbers Immediately, after Listing status, CIN has 5 numeric digits which represents Industry Code of the Company. Every Company, registered under Companies Act, 2013, has a Main Object. All those main objects are divided into few broad categories and these 5 digits represents the major activity or the industry of the C...

India is the pioneer in having Secretarial Standards as no other country in the world has yet adopted the Secretarial Standards.  The Ministry of Corporate Affairs had accorded its approval under Section 118(10) of the Companies Act, 2013 to the Secretarial Standards (SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings) specified by the Institute of Company Secretaries of India (‘ICSI’). The Secretarial Standards (SS) have been notified by the ICSI in the Official Gazette and are effective from July 1, 2015. The said Secretarial Standards are slightly revised and new set of SS are now updated on the website of ICSI. Revised Secretarial Standards (SS-1 and SS-2) shall apply to Board Meetings and General Meetings, in respect of which Notices are issued on or after October 1, 2017. The Secretarial Standards do not form parallel / conflicting regulatory framework relating to holding of Board Meeting / General Meeting, but they ensure sm...