companies section related query
Please share How to file Unified Annual Return on Shram Suvidha Portal and due date?
what are the time limit within which the subscription amount to be brought by the subscribers of the company after incorporation under FEMA guidelines.
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Forwarded Query:-
The Director was appointed as an additional director by Circular Resolution passed on September 15, 2022 and the appointment was w.e.f. 15/09/2022.
The AGM was held on 21/09/2022 wherein the Additional Director was appointed as WTD w.e.f. 15/09/2022.
Following are two queries w.r.t. same:
1) Can we regularize the Appointment of Director w.e.f. a date which is earlier than AGM date ?
2) Should we file 2 DIR-12 forms? -
one for appointment as additional director and second for appointment as WTD in AGM?
Kindly note the date of appointment in both the cases is 15/09/2022.
Does MCA allow filing of two DIR-12 forms if the date of appointment is same in both the forms ?
companies under director additional regularization
If you are issuing shares on rights basis to existing holders, then no need to go for a separate bank account but if we doing for new shareholders is it mandatory ?
section 62 (1) (a) tells us about Right issue. and valuation report/special resolution and separate bank account is not required for right issue but for public issue and private placement it is required.
section 62 (1) (c) is about private placement.
If we are triggering 62(1) (c) which speaks of issue of shares to other than existing holders.
Please confirm :
As per Section 39 of the Companies Act, 2013 (“The Act”) states that:
“No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospectus as the minimum amount has been subscribed and the sums payable on application for the amount so stated have been paid to and received by the company by cheque or other instrument”.
According to the above-quoted provisions, the minimum subscription and application money are the most important requirements for a valid allotment & filing of PAS-3
As a result, one could say that shares cannot be Allot until the application money has been paid to or received by the company (credited) via cheque or other instrument.
Is it right ? or we have any option ?
As per the Secretarial Standard 2, serial no. shall be given to each extra-ordinary general meeting held by the company after the secretarial standards came into force from 1st July, 2015. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India.
Explanation to Rule 18 of the Companies (Management and Administration) Rules, 2014, prescribes that the Extra-Ordinary General Meeting should be held at a place within India. Thus, an Extra-Ordinary General Meeting should be held only in India though not necessarily within the city, town or village in which the Registered Office of the company is situated.
However, Clause 27 of the Companies (Amendment) Bill, 2016 seeks to amend sub-section (1) of section 100 of the Companies Act, 2013 to allow the wholly owned subsidiary of company incorporated outside India to hold its extra ordinary general meeting outside India. As per Clause 27, in section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
"Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India."
Government e-Marketplace (GeM) is the National Public Procurement Portal; an endto-end online Marketplace for Central and State Government Ministries / Departments, Central & State Public Sector Undertakings (CPSUs & SPSUs), Autonomous institutions and Local bodies, for procurement of common use goods & services.
The portal is owned and managed by GeM SPV which is a Section 8 (NonProfit) Company registered under the Companies Act, 2013.
GeM SPV operates, monitors and supervises all the business transactions on the portal through the Managed Service Provider as per defined roles and responsibilities.
marketplace government under registration
We have to compulsorily round off the Figures in your financial statements.
for companies over 100 Crores, it is Lakhs, Millions, or Crores or 100 Crores
for companies below 100 crores, it is hundreds, thousands, lakhs or crores
But in case of loss what to do ?
As per Section 184(1) of the Companies Act, 2013 read with rule 9(1) of the Companies (Meeting of Board and its Powers) Rules, 2014 states that every Director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), by giving a notice in Form MBP-1.
Section 2(11) of the Companies Act, 2013 reads that a body corporate includes a company incorporated outside India. Hence, in consonance with the said provisions it may be concluded that a director is required to disclose his interest as regards holding directorships or shareholding interest in foreign companies to the Board of Directors in their meeting.
Here Every Director Including Foreign Director etc.
If we read As per sub-section (1) of the section 184 of the Companies Act, 2013, read with rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in Form MBP-1.
further As per sub-section (2) of section 184 of the Companies Act, 2013, every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into with a body corporate in which such director or such director in association with any other director, holds more than 2% shareholding of that body corporate, or is a promoter, manager, CEO of that body corporate or with a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting.
Such meeting here means "In that whole meeting"
However, after the MCA Exemption Notification dated 5th June, 2015, in case of private company, section 184(2) shall apply; with the exception that the interested director may participate in such meeting after disclosure of his interest.
Thus, from the above it may be concluded that disclosure in respect of shares of any amount shall be given in Form MBP-1 and in case of a contract or arrangement the director holding more than two percent of shareholding is required to give such disclosure. Further, only a director of a private company can participate in such meeting where he is interested after the disclosure of his interest. It may be pertinent to note the prescribed Form MBP-1 for disclosure in this regard has a column to disclose shareholding details.
It may be noted that exemption is only with respect to section 184 and not section 188, i.e., in case of a related party transaction where the director is a related party then the director concerned will not be counted for quorum and shall not participate.