JMJA and Associates LLP

After announcing it yesterday, finally MCA made form CODS available on its website for download. Purpose of the eForm: (As stated in Help-kit) With a view to allow an opportunity for the defaulting companies to rectify the default, in exercise of its powers conferred under sections 403, 459 and 460 of the Companies Act, 2013, the Central Government has decided to introduce a Scheme namely “Condonation of Delay Scheme, 2018. The defaulting companies after filing the overdue documents in the respective prescribed e-Forms, paying the statutory filing fee and additional fee payable as per section 403 of the Act read with Companies (Registration Offices and fee) Rules, 2014, shall seek condonation of delay by filing form e-CODS 2018. Features of Form CODS: 1) Surprisingly its an Auto Approval (STP) form. So once form is filed and fees are paid, it will be approved automatically. 2) EMAIL Confirmation: When an eForm is approved/rejected by the authority concerned, an ackno...

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.  While we await further clarification from MCA on its stand on disqualification of Directors under Section 164 and disability of DIN. The notice at ROC office makes one thing clear, an Active Company (the one that is not struck off by ROC), can appoint new Director on their Board from Back end. While generally appointing a Director in active company is simple and can be given effect by filing eForm DIR-12 i...

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...

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...

Quick Reference to "Scrutinizer" Legal Provision:- Section 109 (5) of the Companies Act, 2013. "(5) Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinise the poll process and votes given on the poll and to report thereon to him in the manner  as may be prescribed ." Rule 21 of Companies ( Management and Administration) Rules, 2014. "21 Manner in Which the Chairman of Meeting Shall Get the Poll Process Scrutinised and Report Thereon.-   (1) The Chairman of a meeting shall ensure that- (a) The Scrutinizers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies. (b) The Scrutinizers are provided with all the documents received by the Company pursuant to  sections 105 ,  112  and  section 113 . (c) The Scrutinizers shall arrange for Polling papers and distribute them to the members and pr...

As per Companies Act, 2013 a company can be formed in any of the following way— Public Company (any seven or more persons can come together to form a public company);  Private Company (any two or more persons can come together to form a public company);  One Person Company (any one or more individual form a One Person Company)  Steps in Incorporation Step 1: Acquiring Digital Signature Certificate (DSC) A Digital Signature Certificate (DSC) is mandatory for all the Directors/Applicants of a Company. A DSC is a signature of an Individual in digital mode which is used to sign e-documents or documents in soft copies. Step 2: Obtaining of Director Identification Number (DIN)  Director Identification Number (DIN) is a permanent unique identification number allotted to Individuals by Ministry of Corporate Affairs (MCA) (more or less similar to PAN issued by Income Tax Authorities). DIN is mandatory for all Directors and individual is required t...

Elbert Hubbard, an American writer, once said "Responsibility is the price of Freedom." While the corporate expects government to give more freedom to facilitate ease of doing business in India, Government of India is ensuring Companies who gets exemptions (freedom) from stricter compliance do its part of filing on time.  Prime Minister Modi on July 1, 2017 at CA day announced and which was later confirmed by FM Arun Jaitley in Parliament, registration of nearly 1.62 lakh companies were cancelled by Ministry of Corporate Affairs (MCA). In a follow up suit SEBI recently banned 331 so called 'Shell Companies' from trading on Stock Exchanges. The criteria for Shell Companies were not very clearly defined but it is understood that any Companies, which has not filed its Annual Filing Forms (Form AOC-4 Balance Sheet and/or Form MGT-7 - Annual Return) for period of 2 or more year is considered as a Shell Company automatically. MCA, had issued notices to all suc...