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Wednesday, 18 September 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem

Calling of Extraordinary general meeting by requisitionists

(1) The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.
(2) The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.
Explanation-For the purposes of this sub-rule, it is here by clarified that requisitionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened 142on any day except national holiday.
(3) If the resolution is to be proposed as a special resolution, the notice shall be given required by sub-section (2) of section 114.
(4) The notice shall be signed by all the requisitionists or by requisitionists duly authorized in writing by all other requisitionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition.
(5) No explanatory statement as required under section 102 need be annexed to the notice of an extraordinary general meeting convened by the requisitionists and the requisitionists may disclose the reasons for the resolution(s) which they propose to move at the meeting.
(6) The notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the requisitionists deposit with the Company a valid requisition for calling an extraordinary general meeting.
(7) Where the meeting is not convened, the requisitionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty first day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition.
(8) The notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting.


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Thursday, 12 September 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem

Safe Custody of Liquid Assets / Collection of Interest on SLR Securities

As per paragraph 33 of these directions every NBFC should open a Constituent's Subsidiary General Ledger (CSGL) account with a scheduled commercial bank, or the Stock Holding Corporation of India Ltd. (SHCIL) or a dematerialized account with a depository through a depository participant registered with the Securities and Exchange Board of India and keep the unencumbered approved securities required to be maintained by it in pursuance of section 45-IB of the RBI Act and the Directions as specified in Chapter III of these directions in such CSGL account or dematerialized account. It should designate one of the scheduled commercial banks, in the place where the registered office of the non-banking financial company is situated, as its designated banker and entrust, in physical Torn, to such bank or the SHCIL the unencumbered term deposits in any scheduled commercial bank maintained by it in pursuance of directions as specified in Chapter III of these directions and such unencumbered approved securities which have not been dematerialized and intimate the name and address of such scheduled commercial bank where it has opened its CSGL account or has held the securities in physical form, or the location of the SHCIL where it has opened its CSGL account or has held the securities in physical form or the depository (and the depository participant) where it has held its dematerialized account, in writing, to the Regional Office of the Bank under whose jurisdiction the registered office of the company is situated, as specified in First Schedule of these directions.
Where a NBFC intends to entrust the securities specified above with the designated banker or SHCIL, at a place other than the place at which its registered office is located, it may do so with the prior approval, in writing, of the Regional Office of the Bank under whose jurisdiction the registered office of the company is situated, as specified in the said First Schedule. Government securities held in the said CSGL account or dematerialized account, need not be traded, either by entering into ready forward contracts, including reverse ready forward contracts, or otherwise, except, by following the procedure and to the extent, as hereinafter specified.
The securities should continue to be kept as specified therein for the benefit of the depositors and shall not be withdrawn or enchased or otherwise dealt with by the NBFC except for repayment to the depositors with the prior approval of Reserve Bank of India.
A NBFC may withdraw a portion of such securities in proportion to the reduction of its public deposits duly certified to that effect by its auditor. Where the NBFC intends to substitute such securities kept in physical form, it may do so by entrusting securities of equal value to the designated bank or SHCIL before such withdrawal and the market value of these securities shall, at no point of time, be less than the percentage of public deposits as specified in the directions as specified in Chapter III of these directions.
Where the NBFC intends to trade, either by entering into ready forward contracts, including reverse ready forward contracts, or otherwise, in the government securities that are held in excess of the requirement under section 45-IB of the Act and directions as specified in Chapter III of these directions, the same shall be undertaken by opening a separate CSGL or dematerialized account for keeping such excess government securities.
In order to protect the interest of depositors, an exclusive CSGL or demat account to hold Government securities should be maintained for securities held for the purpose of compliance with section 45-IB of the RBI Act. This account shall be operated only for purchase or sale of securities due to increase or decrease in the quantum of public deposits or withdrawal of securities for encashment on maturity or for repayment to depositors in special circumstances.

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Thursday, 5 September 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem

Overheads

·         Proper records shall be maintained for various items of indirect expenses comprising overheads pertaining to goods or services under reference. These expenses shall be analyzed, classified and grouped according to functions.
·         Overheads of the company representing procurement of resources shall be determined at invoice or agreed price including duties and taxes, and other expenditure directly attributable thereto net of discounts (other than cash discounts), taxes and duties refundable or to be credited.
·         Overheads other than those referred to above shall be determined on the basis of cost incurred in connection therewith.
·         Any abnormal cost where it is material and quantifiable shall not form part of the overheads.
·         Finance costs incurred in connection with procured or self-generated resources shall not form part of overheads.
·         Overheads shall not include imputed cost.
·         Overhead variances attributable to normal reasons shall be treated as part of overheads. Overhead variances attributable to abnormal reasons shall be excluded from overheads.
·         Subsidy or grant or incentive and any such payment received or receivable with respect to overheads shall be reduced from cost of the cost object in the financial year when such subsidy or grant or incentive and any such payment is recognized as income.
·         Fines, penalties, damages and similar levies paid to statutory authorities or other third parties shall not form part of the overheads.
·         Credits or recoveries relating to the overheads of the company, material and quantifiable, shall be deducted from the total overhead to arrive at the net overheads. Where the recovery exceeds the total overheads, the balance recovery shall be treated as other income.
·         Any change in the cost accounting principles applied for the measurement of the overheads shall be made only if, it is required by law or a change would result in a more appropriate preparation or presentation of cost statements of an entity.
·         While assigning overheads, traceability to a cost object in an economically feasible manner shall be the guiding principle. The cost which can be traced directly to a cost object shall be directly assigned.
·         Overheads shall be classified according to functions, viz., works, administration, selling and distribution, head office, corporate etc.
·         Assignment of overheads to the cost objects shall be based on either of the following two principles; (1) Cause and Effect - Cause is the process or operation or activity and effect is the incurrence of cost and (2) Benefits received - overheads are to be apportioned to the various cost objects in proportion to the benefits received by them.
·         The variable production overheads shall be absorbed to products or services based on actual capacity utilization.
·         The fixed production overheads shall be absorbed based on the normal capacity.
·         Assignment of Administration Overheads shall be in accordance with paragraph No. 8.
·         Marketing overheads that can be identified to a product or service shall be assigned to that product or service.
·         Marketing overheads that cannot be identified to a product or service shall be assigned to the products or services on the most appropriate basis.

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Monday, 26 August 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem


Nomination by securities holders

(1) Any holder of securities of a company may, at any time, nominate, in Form No. SH.13, any person as his nominee in whom the securities shall vest in the event of his death.
(2) On the receipt of the nomination form, a corresponding entry shall forthwith be made in the relevant register of securities holders, maintained under section 88.
(3) Where the nomination is made in respect of the securities held by more than one person jointly, all joint holders shall together nominate in Form No. SH. 13 any person as nominee.
(4) The request for nomination should be recorded by the Company within a period of two months from the date of receipt of the duly filled and signed nomination form.
(5) In the event of death of the holder of securities or where the securities are held by more than one person jointly, in the event of death of all the joint holders, the person nominated as the nominee may upon the production of such evidence as may be required by the Board, elect, either-
(a) To register himself as holder of the securities; or
(b) To transfer the securities, as the deceased holder could have done.
(6) If the person being a nominee, so becoming entitled, elects to be registered as holder of the securities him, he shall deliver or send to the company a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased share or debenture holder(s).
(7) All the limitations, restrictions and provisions of the Act relating to the right to transfer and the registration of transfers of securities shall be applicable to any such notice or transfer as aforesaid as if the death of the share or debenture holder had not occurred and the notice or transfer were a transfer signed by that shareholder or debenture holder, as the case may be.
(8) A person, being a nominee, becoming entitled to any securities by reason of the death of the holder shall be entitled to the same dividends or interests and other advantages to which he would have been entitled to if he were the registered holder of the securities except that he shall not, before being registered as a holder in respect of such securities, be entitled in respect of these securities to exercise any right conferred by the membership in relation to meetings of the company:
 (9) A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation, to the company in Form No. SH. 14
(10) The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received by the company.


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Tuesday, 20 August 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem


Register of directors and key managerial personnel

Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-
a) Director Identification Number (optional for key managerial personnel);
b) Present name and surname in full,
c) Any former name or surname in full;
d) Father's name, mother's name and spouse's name (if married) and surnames in full;
e) Date of birth;
f) Residential address (present as well as permanent);
g) Nationality (including the nationality of origin, if different);
h) Occupation;
i) date of the board resolution in which the appointment was made;
j) Date of appointment and reappointment in the company;
k) Date of cessation of office and reasons therefor;
I) office of director or key managerial personnel held or relinquished in any other body corporate;
m) Membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and
(n) Permanent Account Number (mandatory for key managerial personnel if not having DIN);
In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company's holding company and associate companies relating to-
a) The number, description and nominal value of securities;
b) The date of acquisition and the price or other consideration paid;
c) Date of disposal and price and other consideration received;
d) Cumulative balance and number of securities held after each transaction;
e) Mode of acquisition of securities:
f) Mode of holding -physical or in dematerialized form; and
g) Whether securities have been pledged or any encumbrance has been created on the Securities.
Return containing the particulars of directors and the key managerial personnel
A return containing the particulars of appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change, as the case may be.

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Friday, 16 August 2019

Company Registration in Salem

Company Registration in Salem

company registration in salem

Incorporation of One Person Company (OPC)

·         Proposed OPC is required to have two individuals, one as subscriber and other as a nominee. (Section 3);
·         Individual person should be a natural person, Indian Citizen and must be resident in India;
·         OPC cannot carry out Non-banking financial Investment Activities including investment in securities of any body corporate;
·         Proposed OPC shall have a Board of Directors consisting of individuals as directors and shall have a minimum 1 director and a maximum of 15 directors;
·         Proposed OPC is required to have a place as registered office of the company within 30 days of its incorporation;
·         Decide the authorities and paid-up capital (not more than 50 lakh) of the proposed OPC.
·         Applicant or Subscriber is required to have a Digital Signature Certificate (DSC).
·         Incorporation form shall be digitally signed by the proposed director.
·         Engage a professional (an advocate or a chartered accountant, cost accountant or company secretary in practice) who shall give the declaration that all the requirements of the Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with. (Section 7(1) (b)).
·         Decide the proposed name of the company, in accordance with Section 4(2) and Section 4(3) of the Act read with Rule 8 of the Companies (incorporation) Rules, 2014 and OPC shall be mentioned in brackets before the words private limited.
·         E-form SPICe (INC-32) deals with the single application for reservation of name, incorporation of a new company and or application for allotment of DIN and or application for PAN and TAN. This e-form is accompanied by supporting documents including details of directors and subscribers, MOA and AOA, etc. Once the e-form is processed and found complete, the company will be registered and CIN will be allotted. Further DINs will be allotted to the proposed directors who have applied for the same PAN and TAN will also be issued to the company on registration.

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Monday, 5 August 2019

Company Registration in Salem

Company Registration in Salem

Company Registration in Salem

For the purposes of clause (1) of sub-section (3) of section 143, for the financial years commencing on or after 1st April, 2015, the report of the auditor shall state about existence of [internal financial controls with reference to financial statements] and its operating effectiveness. Provided that auditor of a company may voluntarily include the statement referred to in this rule for the financial year commencing on or after 1st April, 2014 and ending on or before 31st March, 2015.

Other matter to be included in auditor’s report

The auditor’s report shall also include their views and comments on the following matters, namely:-
·         Whether the company has disclosed the impact, if any, of pending litigation on its financial position in its financial statement;
·         Whether the company has made provision, as required under any law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;
·         Whether there has been any delay in transferring amounts, required to be transferred, to the investor Education and Protection Fund by the company.
·         Whether the company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and if so, whether these are in accordance with the books of accounts maintained by the company.
Duties and powers of the Company’s auditor with reference to the audit of the branch and the branch auditor
For the purpose of sub-section (8) of section 143, the duties and powers of the company’s auditor with reference to the audit of the branch and the branch auditor, if any, shall be as contained in sub-section (1) to (4) of section 143.
·         The branch auditor shall submit his report to the company’s auditor.
·         The provisions of sub-section (12) of section 143 read with rule 12 here under regarding reporting of fraud by the auditor shall also extend to such branch auditor to the extend it relates to the concerned branch.

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