Thursday 28 June 2012

PROCEDURE FOR CHANGE OF COMPANY NAME




1.                 Board of Directors should first consider the need and reason for changing the name of the company.

2.                 The Board shall authorize the secretary or any of the directors to make an application in e-form 1A along with filing fee of Rs. 1000 to ROC for getting confirmation regarding availability of the proposed new name.

Attachment required with said form:-
(a)              Certified True Copy of Resolution of the company (Extracts of Minutes of the Board Meeting) for the change of name.
(b)             Signed copy of the MOA for specifying the main objects of the company. – check it

3.                 On obtaining confirmation of Registrar Of Companies (ROC) regarding the availability of new name, the Board shall convene a general meeting of members for the purpose of obtaining approval by way of Special Resolution for effecting change in the name of the company u/s 21.

4.                 The company shall file certified copy of the special resolution and the explanatory statement electronically with the ROC within 30 days of passing the resolution under e-form 23.

                  Attachment reqd. for the Form 23-
(i)                Notice of the EGM along with Explanatory Statement
(ii)              Altered MoA
(iii)            Altered AoA

5.                 An application in e-form 1B u/s 21 of the act is to be made to the Central Government (powers delegated to the ROC) electronically for approval of change of name of the company.

                        Attachment reqd. for the Form 1B-
(i)                Signed Minutes of the General Meeting.

6.                 ROC issue a fresh Certificate of Incorporation, on approval.

7.                 Change in MoA and AoA, Books, Records, Documents, Registers, Letter Head and sign boards of the company.

8.                 Adoption of New Common Seal in the Board Meeting by the company.

9.                 Affix rubber stamp of new name on all Share Certificate / Letter of allotment issued by the company as & when received for the transfer etc.

Wednesday 27 June 2012

External Commercial Borrowings (ECB) – Rationalisation of Form-83


RBI/2011-12/620
A. P. (DIR Series) Circular No. 136
June 26, 2012
To
       All Category-I Authorised Dealer Banks
Madam / Sir,
External Commercial Borrowings (ECB) – Rationalisation of Form-83
Attention of Authorized Dealer Category-I (AD Category-I) banks is invited to the Foreign Exchange Management (Borrowing or lending in foreign exchange) Regulations, 2000, notified vide Notification No. FEMA 3/2000-RB dated May 3, 2000, as amended from time to time and A.P. (DIR Series) Circular No.60 dated January 31, 2004 relating to ECB.
2.  On a review, it has been decided to rationalize the Form-83 submitted to the Reserve Bank for obtaining Loan Registration Number (LRN) to reflect the liberalization and rationalization measures that have been carried out over a period of time. Accordingly, borrowers desirous of obtaining Loan Registration Number (LRN) with effect from July 01, 2012 may submit Form-83 in the revised format (Annex I). An illustration of calculation of average maturity period is provided at Annex II for guidance.
3. All other conditions of ECB, such as eligible borrower, recognized lender, end use, all-in-cost, average maturity, prepayment, refinancing of existing ECB and reporting arrangements shall remain unchanged and shall be complied with.
4. AD Category - I banks may bring the contents of this circular to the notice of their constituents and customers.
5. The directions contained in this circular has been issued under sections 10(4) and 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and are without prejudice to permissions / approvals, if any, required under any other law.
Yours faithfully,
(Rashmi Fauzdar)
Chief General Manager

External Commercial Borrowings (ECB) – Repayment of Rupee loans

On a review, it has been decided to allow Indian companies, vide circular no.RBI/2011-12/617 A. P. (DIR Series) Circular No. 134, 25th June, 2012 to avail of ECBs for repayment of Rupee loan(s) availed of from the domestic banking system and / or for fresh Rupee capital expenditure, under the approval route, subject to them satisfying the following conditions:-
  • Only companies in the manufacturing and infrastructure sector will be eligible to avail of such ECBs;
  • Such companies shall be a consistent foreign exchange earner during the past three financial years;
  • Such companies are not in the default list/caution list of the Reserve Bank of India; and
  • Such ECBs shall only be utilized for repayment of the Rupee loan(s) availed of for 'capital expenditure' incurred earlier and are still outstanding in the books of the domestic banking system and / or for fresh Rupee capital expenditure.
As a matter of convenience, enclosed please find said circular for your reference and kind record.

Link for Notification

Saturday 23 June 2012

Consent to become Director of the Company



To,                                                                                             Date:       


The Board of Directors,
(Name of the company),
(Address of the Company)



Sub: - Consent to become Director of the Company 

Dear Sir(s)

I,....................... S/o. Sh. ......................, the undersigned, hereby give my consent to act as a Director of the Company pursuant to the provisions of Section 264(2)/266(1)(a) of the Companies Act, 1956. I, hereby further declare that I have not been restrained/disqualified/removed of, for being appointed as director of a company under the provisions of the Companies Act, 1956 including sections 203, 274 and 388E of the said Act.


Thanking You,

Regards,




(NAME)
Address


DIN: .......................

PROVIDENT FUND



There are two types of Provident Fund

1. PPF - Public Provident Fund
2. EPF - Employee Provident Fund


Here we are concerned with EPF:

1. PF is a statutory deduction. It is deducted on Basic + D.A + Cash value of Food Allowance @ 12%.
 D.A is provided only in government departments. Private companies generally do not give Daily Allowance to its employees.

2. Company pays P.F on either actual or Capped Basic. Capped basic is decided on company rules and is not restricted. It is applicable to those employee’s whose basic exceeds Rs.6500/- only.

3. Employer and Employee Contribution are equal in P.F which is 12%.
This means 12% Contribution from Employee and 12% Contribution from Employer. Company contribution is split into two parts.
8.33% on Family pension Fund and 3.67 % on Employee Provident Fund.

4. Every month Employer needs to pay additional charges over and above PF Company Contribution as per the below break up:

 1.1% P.F Administration Charges,
 0.5 % on Employee Deposit Linked Insurance (E.D.L.I)
 0.01% E.D.L.I Administration Charges.
 In the case if the company has exemption in EDLI u/s 17(2a), company need not to pay employee deposit linked charges 0.5% and the admission charges are levied at 0.005% instead of 0.010%.

5. The company needs to file Monthly and Annual Returns.
Every month company has to submit duly paid P.F Challan.
Form 12A, Form-5 (additions) and Form 10 (deletions) and Nomination Form-2 (newly joined employee details).
In Annual Return we need file Form 3A and 6A along with the details of Annul PF Challan payments.

6. The employer needs to collect, certify and submit the Nomination and Declaration Form in Form-2 of every new joiner to the scheme along with the monthly report.



7. P.F. Monthly payment due date is 15th with a grace up to 21st. Monthly Returns due date is 25th of following month and Annual Return due date is 30th April.

 As per P.F authorities, FY is from 1st March to 28th February.

8. Any employee who wishes to transfer his old company’s PF balances he can transfer his PF Current A/C using Form-13 signed by current employer (new company employer) and old employer has to submit Form 3A to P.F office.

 Employee P.F Number will be changing in every company.

9. Any employee who wants to en-cash his P.F amount, he can draw the total amount with using of Form 10 C & Form 19. Form 10 C is E.P.F & Form 19 is F.P.F

10. Recently P.F Authorities introduced e-filling system, in these systems we have to submit every month P.F details in soft copy and hard copy, here no need to submit Annual Returns. (Currently this is not in use).

11. There are 5 number of accounts in PF Challan as shown below:

A/C#01 - PF contributed by Employers & Employee (12% & 3.67)
A/C#02 – PF administration charges (1.1%)
A/C#10 – Pension Fund Account (8.33%)
A/C#21 – EDLI charges (0.5%)
A/C#22 – EDLI Administration charges (0.10%)

CCI ORDER AGAINST CEMENT COMPANIES


The Competition Commission of India has found cement manufacturers in violation of the provisions of the Competition Act, 2002 which deals with anticompetitive agreements including Cartels. The order was passed pursuant to investigation carried out by the Director General upon information filed by Builders Association of India. The Commission has imposed penalty on 11 Cement Manufacturers named in the information @0.5 times of their profit for the year 2009-10 and 2010-11. The penalty amount so worked out amounts to more than Six thousand Crores. The Commission has also imposed penalty on the Cement Manufacturers Association.

The Cement Manufacturers upon whom the penalty has been imposed are ACC, Ambuja Cements Limited, Ultratech Cements, Grasim Cements now merged with Ultratech Cements, JK Cements, India Cements, Madras Cements, Century Cements,   Binani Cements, Lafarge India and Jaypee Cements.

While imposing penalty, the Commission has considered the parallel and coordinated behaviour of cement companies on price, dispatch and supplies in the market. The Commission has found that the cement companies have not utilised the available capacity so as to reduce supplies and raise prices in times of higher demand. The Commission has also observed that the act of these Cement Companies in limiting and controlling supplies in the market and determining prices through an anti-competitive agreement is not only detrimental to the cause of the consumers but also to the whole economy since cement is a crucial input in construction and infrastructure industry vital for economic development of the country.


The contravening Cement Manufacturers had been directed to deposit the penalty amount within 90 days.  They have also been directed to ‘cease and desist’ from indulging in any activity relating to agreement, understanding or arrangement on prices, production and supply of cement in the market.

CMA has been asked to disengage and disassociate itself from collecting wholesale and retail prices through the member cement companies and also from circulating the details on production and dispatches of cement companies to its members.

The order of CCI has been passed in r/o case no.29 of 2010 and a copy of the order has been uploaded on the website of CCI at www.cci.gov.in

Tuesday 19 June 2012

CHECKLIST FOR COMPLIANCE CERTIFICATE REQUIRED U/S 383A




Name of the Company      :
Date of incorporation         :
Authorised Share Capital   :
Paid up Share Capital         :

(1).      Does the Company maintain the following registers:
_________________________________________________________________________
Name of the registers                                       Under section                          Completed upto

a)         Register of Investment                           49

b)         Register of Deposits                               Rule 7 of Deposit Rule

c)         Register of Securities bought back         77A

d)         Register of charges &copies of               143 &136
             instrument creating charges  

e)          Register of Members & Index                150 &151
              thereof

f)                  Register & index of Debentureholders              152 

g)          Foreign Register of Members or                        157  
             Debentureholders            

h)           Minutes books of Meetings                               193

i)           Minutes book of class meeting/                                      
             Creditors meetings                        

j)            Books of Accounts & Cost Records                 209

k)           Register of particulars of Contracts                  301
              in which Directors are interested

l)           Register of Directors, Managing                       303        
              Director, Manager and Secretary

m)         Register of Director’s shareholding                  307

n)          Register of Investment and Loans etc.              372A

o)          Register of Duplicate Certificates                     Rule-7

p)          Register of destruction of records/                    Rule-4
              Documents

q)           Other registers, if any





(2).      List of the Forms and Returns filed with ROC, CLB or any other authority / department under Companies Act, 1956.
______________________________________________________________________________________Forms /Returns                                Matter                          Due Date of filing            Filing date
______________________________________________________________________________________


   i)          

   ii)         

   iii)        

   iv)       

   v)        

   vi)

   vii)

   viii)

   ix)

   x)

(3)         A.  In case of private Limited Company
           
              i)        Number of Members
                      ii)       If any deposit accepted from persons other than Member, Directors and their relatives
          
           B.  In case of  Public Limited Company
          
Has the Company accepted Deposit u/s 58Aand 58AA of the Act and complied with relevant provisions of the Act .

(4)          Number of Board Meetings held  :-

            Dates                                             Agenda                              If minutes recorded and signed           
                                                                                                            (including any resolution passed by
                                                                                                            circulation )

    i)


    ii)


    iii)


    iv)


          
(5)         Has the Company closed its Register of Members, if so the period of closure

(6)       Details of AGM /EGM held during the year

            Type of the meeting             Date of notice              Date of meeting        Agenda           If minutes
                                                                                                                                                        recorded       






(7)       Details of loan given to Directors etc. under section 295, if any.

(8)       I) Details of contracts entered into with Directors /Companies /firms in which Directors are       
              interested, if any.
           
          II) Form number 24AA received from Directors, if any.

(9)       Details of Directors /relatives holding office or place of profit under section 314, if any.

(10)     Details of duplicate share certificates /debenture certificate issued after allotment, in time.

(11)     If any transfer or transmission has taken place, if so, whether in time and recorded in Board  
             meeting.

(12)     If any dividend declared –
             
     i) Whether deposited within 5 days in a separate bank account.
                ii) Whether paid / Dividend warrant posted within 30 days of declaration.

(13)     If any unpaid or unclaimed dividend transferred to unpaid or unclaimed dividend account after 30       
             days of declaration .


(14)     Whether the Company has transferred amount of—
      
a)       Unpaid dividend account                                  If remain unpaid for 7years              To the                                                                                                                  
                                                                                                                                                 Investor
b)       Application money due for refund                                                                              Education
c)       Matured deposits                                                                                                         and
d)       Matured debentures                                                                                                     Protection
e)       Interest thereon                                                                                                            Fund


(15)     If any Director appointed /resigned or any Managing or Wholetime Director appointed, if so, the
          Compliance of provisions of the Act.

(16)     The appointment of  Sole Selling Agent was made in compliance of the provisions of the Act.



(17)     Details of any shares or securities issued during the year.
    
              In case of Private Companies:
a)       the relevant provisions in Articles of Association have been complied with
b)       return of allotment was filed with the ROC
c)       share certificates have been issued to the allottees  within the prescribed period.
d)       where the Company has issued preference shares, provisions of Section 80(5A) and 80A have been complied with.
       e)    any other relevant matters
      

              In case of Public Companies:

a)       at first instance the shares are offered to the existing shareholders in proportion to the capital paid-
              up on shares held.
b)       in case shares are offered to any persons whether or not those persons include  existing 
              shareholders,  special resolution was passed, Form no. 23 was filed with ROC  
       c)    any  other relevant matters    

(18)        If any Sharers were bought back ?
a)       Whether authorised by the Articles
b)       Special resolution was passed at a General Meeting, Form no.23 filed with ROC
c)       the aggregate value of buy back was not exceeding 25% of the total paid up capital and free 
                reserves
        d)     the buy back was completed within 12 months from the date of passing of the special resolution.

(19)       Detail of Preference shares or Debenture redeemed


(20)       Right to dividend, right shares, bonus shares kept in abeyance .


(21)     If Company has borrowed money , provisions of  Sections 292 and 293 (1) (d)  have been  complied  with.

(22)   Details of investment made ,guarantee given or security provided under section 372A, and                formalities complied with .

(23)       Has the Company during the year :

              Altered its Memorandum of Association with respect to:-
a)       Changed the registered office
b)       Changed its object clause
c)       Changed the name

             Altered its Articles of Association   after obtaining approval of members in the   general meeting and the amendments to the Articles of Association have been duly registered with the Registrar of Companies.
          
               If yes , all formalities complied with.

(24)      Any prosecution initiated against or show cause notices received by the Company for alleged     offences under the Act and also the fines and penalties or any other punishment imposed on the Company

(25)       Whether the Company received any security from its employees during the year under certification and the same has been deposited as per the provisions of Section 417(1) of the Act.

               The amount of security has been deposited by the company within 15 days from the date of deposit-
               1)   a) in a post office savings bank account, or
                     b) in a special account to be opened by the Company  for the purpose in the State Bank of                                                                   India or in a Scheduled Bank, or
                     c) where the company itself is a Scheduled Bank, in a special account to be opened by the                            Company  for the purpose either in itself or in the State Bank of India or in any other                     Scheduled Bank.

                II)     No portion of such money or securities shall be utilised by the Company except for the  purposes agreed to in the contracts of service.

(26)     Whether the Company has deposited both  employee’s and employer’s contribution to the Provident Fund with the prescribed authorities pursuant to Section 418 of the Act.

                        Contribution to the fund has been deposited by the Company within 15 days  from the date of contribution , receipt or accrual, as case may be, either-
                  I) a) in a post office savings bank account, or
                     b) in a special account to be opened by the Company  for the purpose in the State Bank of                                                                   India or in a Scheduled Bank, or
                     c) where the company itself is a Scheduled Bank, in a special account to be opened by the                            Company  for the purpose either in itself or in the State Bank of India or in any other                     Scheduled Bank.
                  
                  II)   be invested in the securities mentioned or referred to in clauses (a) to (e) of Section 20 of  the Indian Trust Act, 1882 (2 of 1882).

 (27)      Whether there was conversion of :

a)       Public Company into Private Company (other than Section 43A) or
b)       Public Company into Private Company ( Section 43A)
c)       Private company into a public Company (Section 44)
d)       Continuation of a Section 43A Public company as a Public Company
e)       Private Company (which is a subsidiary of a Public Company) into a Public Company.
            Whether the provisions have been complied with.


(28)     Whether the company has obtained all necessary approvals of the Central Government, Company  Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act

(29)     Register of Companies, Contract and Firms in which Directors are interested, whether signed by the Directors present at the next Board Meeting.


(30)     Whether the Company is a NBFC, does it has a capital of Rs. 25 Lacs or more & if it has accepted deposit the Credit Rating has been obtained or not.

SOME CRUCIAL POINTS TO CONSIDER FOR DIR-3 KYC

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