Awareness Program on Directors Liability under the Companies Act, 2013 and other laws applicable to limited liability companies

1)     Why all this?

 

Directors are involved in directing, managing and controlling a private & public limited company and hence is expected to be aware of their duties & liabilities.

This session will educate the directors to ask the right questions and do business, which is legal and ethical.

You may soon expect Income Tax like raids from the Registrar of Companies (ROC), as they are implementing artificial intelligence tools to track non-compliances and impose penalties.

2)     Non-compliance & its implications:

A Company has not been mentioning the Corporate Identification Number (CIN) and the registered office address in the company's letterheads and also in various documents and communications (first such incidence of violation pointed out was on 02^nd May 2017).

The ROC relied on 8 documents/letters sent by the company (like Invoices & reply letter to ROC) and determined that there was a violation of Section 12(3)(c) of the Companies Act, 2013 committed by the company from 2nd May 2017 to 22nd August 2022 i.e., for a duration of 1939 days delay.

ROC then levied a daily penalty of Rs. 1000/- on the Company and each of its 3 directors, for 1939 days of delay. The maximum penalty for company is limited to Rs. 2 lakhs whereas it is Rs. 1 lakh for every director.

Totalling all this, Rs.5,00,000/- was the penalty imposed on the company and its directors for not mentioning the address of the registered office and CIN on letterhead.

 

3)     What will you get?

 

A Dossier for Diligent Directors to stay immune from penalties imposed by ROC through adjudication orders will be given.

OnlyThisMuch CompanySecretary Book (CS e-learning) Videos for CS Professional Programme Exams on Youtube to help on how-to study for Corporate law, Drafting, Financial Managment, Tax Laws, Due Diligence & Corporate Governance

OnlyThisMuch e-learning series has come out with set of videos for Company Secretary Professional Program exams on the following subjects:

1. Company Secretarial Practice (CSP of Module 1 of CS PP)
2. Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)
3. Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)
4. Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)
5. Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)
6. Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

These videos can help CS students to complement with reading of Company Secretary books/reference books including OTM during their preparations.  Try listening to the videos again & again in any of your devices.  It helps to get your confidence back on these subjects.  How to pass CS Exams is answered by what to study for CS exams in these videos.

Credit goes to Mr.Tharun Raj for videos on FTFM & ATLP.  Other videos are by Mr.A.N.S. Vijay.

Whatever best Company Secretary books you choose to read, these videos will aid you to better your preparation.  These videos can be used for select portions of Company Secretary Executive Programme on Company law, Securities Laws & Compliances and also for relevant portions of CA & CWA exams for Corporate & Allied laws.

Do share the videos & give feedback to thisisvj@gmail.com

The link of the videos are as below:

Company Secretarial Practice (CSP of Module 1 of CS PP)

Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)

Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)

Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)

Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)

Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

Enjoy Passing… Company Secretary Exams

For all videos, click http://www.youtube.com/user/learnlabz/videos?flow=grid&view=1

For details of OnlyThisMuch books, bookstores, etc… visit,

OnlyThisMuch books for CS Professional Program exams for ALL 8 subjects in 4 Modules: Financial Management, Tax laws, Company Secretarial Practice, Drafting, Corporate Restructuring, Strategic Management, Due Diligence & Corporate Governance; Find list of bookstores & online site links to buy OTM for Company Secretary exams

Download OnlyThisMuch book Update Amendments 2012 for Company Secretary June exams onwards covering Corporate laws, Securities laws, Due Diligence, Voluntary Corporate Governance Codes, Schedule VI XII, Takeover Code 2011, Legal Metrology Act, Foreign Contribution, FDI Policy & ICDR with ICSI Supplements to enjoy passing

OnlyThisMuch book series has released most crucial Updates/ Amendments 2012 for June exam onwards under all laws applicable for Company Secretary exams [CS Executive Programme & Professional Program].  The same can be read from: http://www.scribd.com/doc/93236216/Only-This-Much-Amendments-Laws-2012-Updates-for-Company-Secretary-Exams-on-Corporate-Economic-Securities-Secretarial-Practice-Drafting-Alliances#fullscreen

(Better when downloaded).  It covers the following laws:

Company Law/ Company Secretarial Practice/ Corporate Restructuring 1.       Amendments in MCA-21 & Filing aspects 2.       Amendments in Clauses of Memorandum Of Association 3.       Amendments in Unlisted Public Companies PREFERENTIAL ALLOTMENT Rules u/s. 81(1A) 4.       Amendments in General Meetings & Board Meetings related 5.       Amendments in Managerial Remuneration under Schedule XIII 6.       Amendments in Related Party Transactions under Sections 295, 297 & 314 of Companies Act, 1956 7.       Amendments in Merger of Government Companies u/s. 396 8.       DEFUNCT COMPANIES & FAST TRACK EXIT SCHEME 9.       Form & Contents of Annual Accounts under Revised Schedule VI   CRUCIAL DOWNLOADS FOR LAST MINUTE READING BEFORE CS EXAMS: For Direct & Indirect Tax Laws Amendments, download & print the ICSI Supplement from this link [this is applicable for CS Executive & Professional Program exams Click here for Financial Management Theory Glance through MCA Guidelines on Governance	Securities Law/ Due Diligence 1.       Amendments in SEBI ICDR Regulations, 2009 2.       Amendments in Equity Listing Agreement 3.       Public Issue by SME’s & SME Equity Listing Agreement (most predicted question for this exam) 4.       Debt market issues & Securitised Debt Listing Agreement 5.       Revised Insider Trading Disclosures 6.       New Takeover Code, 2011
	Corporate Governance/ Securities Law 1.       New Voluntary Governance Codes in India (including MCA’s Corporate Governance & CSR Code, Secretarial Audit, ICSI’s recommendations) 2.       New Governance Codes abroad (including UK Corporate Governance & Stewardship Codes) 3.       Other Amendments – Internal Control, Credo & Green Tribunal
Other Laws for CS Exams: 1.       Amendments in FEMA & CONSOLIDATED Foreign Direct Investment (FDI) POLICY, 2012  [for Drafting & Alliances in Professional Program, Economic Laws in Executive Program] 2.       FOREIGN CONTRIBUTION (REGULATION) ACT, 2010 & RULES 2011 [FCRA] replacing Old Act [for Economic Laws in Executive Program & has Compounding provisions as relevant for Drafting] 3.       Competition Act, 2002 & Mergers, Amalgamations, Acquisitions & Takeovers (MAAT) [for Drafting & Corporate Restructuring in Professional Program & Economics Laws in Executive Program] 4.       Legal Metrology Act, 2009 replacing Standard Weights & Measures Act [for Eocnomic Laws in Executive Program]
www.learnlabz.com	onlythismuch@lawlabz.com

Only This Much Amendments Laws 2012 Updates for Company Secretary Exams on Corporate, Economic, Securities,...

Enjoy passing

Important Forms Fees Due Date Provisions on Income Tax, Service Tax, Companies Act, LLP Act for CS Executive & Professional Program exams–Download Book

ICAI has recently issued Quick Insights on CA which covers elaborately the provisions of Income Tax & Service Tax.  It will be helpful for preparation of following papers of CS Exams:

1. Tax Laws (Income Tax & Service Tax) for Company Secretary Executive Program
2. Advance Tax Laws & Practice for Company Secretary Professional Program

Download the material from http://220.227.161.86/24347quick_insight.pdf

Further the material also discusses crisp details on Companies Act, 1956 and Limited Liability Partnership Act, 2008 which are given as under:

Source: ICAI vide http://220.227.161.86/24347quick_insight.pdf

The materials are shared only for the purpose of study and no other purpose.

Download CS Reference Book for Foundation,Executive & Professional Program exams: Company Secretary Revision Materials

As you are aware the Bar Council has an examination called All India Bar Exams (AIBE) for qualified lawyers who are interested in practising law in Courts across India.  For that purpose, the Bar Council with Rainmaker has created wonderful preparatory materials.  The content are ample enough to cover important provisions.  It is the best reference material for Drafting paper in CS Professional Program and General Law in CS Executive Program, just read to get maximum marks in exams.  It will of good help for Revision too before CS exams or any CA/CWA exams where you study the following laws:

Download Link for Book 1: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP1.pdf

Download Link for Book 2: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP2.pdf

Reference Materials for CS Foundation Programme

In the above refer Chapter No. 4 for Elements of Business Laws paper.

Reference Materials for CS Executive Programme

Module 1: General & Commercial Law (GCL): Chapter Nos. 1, 2, 3, 4, 6, 8, 11, 18.

Module 2: Company Law: Chapter No. 13.

Economic & Labour Laws: Chapter Nos.  14 & 17.

Reference Materials for CS Professional Programme

Module 1: Company Secretarial Practice (CSP): Chapter No. 13.

Drafting, Appearances & Pleadings (DAP):  Chapter Nos. 1,2,3,7.

The materials are shared only for the purpose of study and not for any other purpose.

For Executive Program: http://yehseeyes.blogspot.com/2007/10/cs-inter-reference-materials.html

For Professional Program: http://yehseeyes.blogspot.com/2010/01/books-for-cs-professional-program-on.html

For Hindi Medium: http://yehseeyes.blogspot.com/2011/09/company-secretary-hindi-medium-books-on.html

THOSE WHO ARE UNABLE TO DOWNLOAD FROM ABOVE, CAN READ PART I & II FROM BELOW:

AIBEP1

AIBEP2

Tax law, Company law, Economic & Labour law Updates for June 2011 Company Secretaries exam as on February 2011 - ICSI Bulletin

CS Bulletin updation for Tax law (Assessment year & updates), Company law (Additional Filing Fees), Economic & Labour law (Competition law case) for June 2011 Company Secretaries exam as on February 2011.  Do read for both Company Secretary Executive & Professional Programme exams.

ICSI Directorate of Academic & Professional Development

 

The Commission found that these practices constituted abuse by Intel of its dominant position on the x86 CPU market that harmed consumers throughout the European Economic Area.  By undermining its competitors ability to compete on the merits of their products, Intel’s actions undermined competition & innovation.  The CCI has also ordered Intel to cease ongoing abusive practices immediately.

A brief analysis of Intel case under Competition Act, 2002:

• In the above mentioned case the relevant market is ‘Relevant Product Market’ and to be more specific, ‘Computer Chip Market’.
• The dominance is abused on the grounds of ‘Denial of Market Access’ which is listed as one of the grounds of abuse of dominance, u/s. 4(2)(c) of Competition Act, 2002.
  

 

Enjoy passing!!!

Company Law Easy Exit Scheme Version 2.0 is back!!! Rush to close your companies now (1st January to 31st January 2011)

Closure of defunct companies by ROC

COMPANY LAW EASY EXIT SCHEME under The Companies Act, 1956:

The Ministry of Corporate Affairs, has announced an EASY EXIT SCHEME to facilitate the defunct company to get rid of it. The scheme has made very simple for the exit of the defunct company without much effort.

In the normal circumstances closing of a company may take several years and may need to spent lakhs of rupees.

Please contact us immediately for filing the application, for closure of your defunct company, if any at the earliest and avail this golden opportunity.

The opportunity may come once in blue moon. So do ACT IMMEDIATELY and get rid of your defunct company once for all without any future litigation for non compliances.

The Scheme is valid from 1st January to 31st January 2011.

After the closure of the scheme, it is expected that ROC may take actions on those companies who continue to default the compliances.

Take the opportunity immediately.

For assistance, you may also contact:

044-24340416

Reach us @ 7/13, South Boag Road, T.Nagar, Chennai, 600017

Mail us: solutions@lawlabz.com

Keep closing!!!

Download New Easy Exit Scheme Notification

MCA RoC Additional Delayed Filing Fees Calculator under Companies Act - Max 9 times beyond 90 days

MCA has decided to revise the additional fees payable as per Section 611(2) of the Companies Act, 1956 (except for Form 5) as per below details with effect from 5^th December 2010.  Kindly note as per Schedule X, the delayed filing fee shall not exceed 10 times of the actual filing fee.

New Period of Delay(from 5th December 2010)	Fixed rate of additional fee*	Erstwhile Period of Delay (before 5th December 2010)
UPTO 30 days	2 times of normal filing fee	More than 1 month up to 3 months
More than 30 days and upto 60 days	4 times of normal filing fee	More than 3 months up to 6 months
More than 60 days and upto 90 days	6 times of normal filing fee	More than 6 months up to one year
More than 90 days	9 times of normal filing fee	More than 2 years

Note*: The additional fees are payable over and above the normal filing fees.

Form	Period of delay	Rate of Additional Fees*
5	Up to one year	2% of filing fees per month or part thereof of delay
	Exceeding one year	2.5% of filing fees per month or part thereof of delay

In order to avoid payment of additional fees, please file within stipulated time.

Source: MCA Additional Filing Fees Link & MCA / RoC Fees Calculator online

How to get MCA updates in SMS or email through RSS feeds in your mobile or account - Ministry of Corporate Affairs commendable initiative to Free Registered Users

All types of MCA users (with login facility – whether registered/business) now have an option to get ALERTS of happenings/updates from Ministry of Corporate Affairs through Short Messaging Service (SMS) in addition to the e-mail updates through RSS feeds now by signing up for your Account in the MCA portal (www.mca.gov.in ) and then Click this link:

Register for SMS Alerts

Which will ask for your 10 digit mobile number and get itself updated with your records thereon.  If you don’t have an account in MCA then you have the option to register as a Registered User for FREE from New User and then subscribe for the said update.

How to get MCA RSS Feeds in e-mail?

What is RSS feeds? It is as simple as how to get MCA news updates through e-mail.  Just follow with this easy step & keep learning:

Open http://www.feedmyinbox.com/ and then enter http://www.mca.gov.in/Ministry/latestnews/MinistryNews.rss in the box given next to Website or Feed URL (as shown below) and your Email Address in the Next box, follow it by clicking SUBMIT.

• Website or Feed URL
• Your Email Address

 

Now you will receive a mail in the given email id asking for your CONFIRMATION, clicking the link in the mail will help you to get MCA updates right in your email box.

Do you want specific Updates @Yehseeyes style on various Corporate laws through e-mail, then you may follow the same steps in this link: | Subscribe to Blog.

Enjoy updating (your knowledge).

Download Referencer on Secretarial Audit under Corporate Governance Voluntary Guidlines for Company Secretaries issued by ICSI, good read through

The Ministry of Corporate Affairs (MCA), Government of India released CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 on December 21, 2009. The preamble to Guidelines states that “These guidelines provide for a set of good practices which may be voluntarily adopted by the Public companies. Private companies, particularly the bigger ones, may also like to adopt these guidelines.”

The Guidelines, amongst other things, recommend the introduction of Secretarial Audit. Para V of the Guidelines states that :

“Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders.”

Companies, which do not adopt these guidelines, either fully or partially, are expected to inform their shareholders about the reasons for not adopting these Guidelines. This is in consonance with the popular doctrine of “Comply or Explain”. The Board should give its comments on the Secretarial Audit in Directors’ Report as provided in Para V of the Guidelines.

Download Reference on Secretarial Audit issued by the Institute of Company Secretaries of India (ICSI) for the purpose of Corporate Governance Voluntary Guidelines

Tamil new year becomes public holiday because of Ambedkar birthday! Can an AGM be held on subsequently declared holiday?

Subject: Declaration of Holiday on 14th April, 2010 & Birthday of Dr. B.R. Ambedkar.
It has been decided to declare Wednesday, the 14th April 2010, as a Closed Holiday on account of the birthday of Dr. B.R. Ambedkar, for all Central Government Offices including industrial establishments throughout India.

The above holiday is also being notified in exercise of the powers conferred by Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881).

Source: Notification NO. 12/3/2010-JCA-2 dated 29th March 2010

Interesting Issue: Could you find out what will happen if an Annual General Meeting (AGM) is scheduled on 14th April 2010 by sending 21 clear days advance notice?  The issue is, at the time of issue of notice (which will be definitely before 29th March), the Company is unaware that AGM date may be a Public Holiday!!! Enjoy crackin…

Transmission or Transposition & death of Joint holder of shares mandates PAN for listed companies & for mismatch or maiden name for married woman, a proof of identity or address to be submitted for corroborative evidence to RTA

SEBI/MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010

Sub: PAN requirement for transmission of shares in physical form
The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN mandatory for all securities market transactions. Thereafter, vide circular no. MRD/DoP/ Cir-05/2009 dated May 20, 2009 it was clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/ RTAs for registration of such transfer of shares.

Based on representations/ clarifications sought by market participants and in continuation to the aforesaid circulars, it is hereby clarified that it shall be mandatory to furnish a copy of PAN in the following cases –

1. Deletion of name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders (Joint Shareholdings).
2. Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder of shares.
3. Transposition of shares – when there is a change in the order of
   names in which physical shares are held jointly in the names of two or
   more shareholders.

Incase of mismatch in PAN card details as well as difference in maiden name and current name (in case of married women) of the investors -

• The Registrar & Transfer Agents (RTAs) can collect the PAN card as submitted by the transferee(s).  However, this would be subject to the RTAs verifying the veracity of the claim of such transferee(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s) as provided for at para. 2 in the SEBI circular no. MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 (ie) based on proof of identity or proof of address documents as given below:

• (ie) A copy of any one of the following may be accepted for proof  of identity / proof of address:

  A.  Proof of Identity

  I. Passport
  II. Voter ID Card
  III. Driving license
  IV. PAN card with photograph
  V. MAPIN card
  VI. Identity card/document with applicant's Photo, issued by

  a) Central/State Government and its Departments,
  b) Statutory/Regulatory Authorities,
  c) Public Sector Undertakings,
  d) Scheduled Commercial Banks,
  e) Public Financial Institutions,
  f) Colleges affiliated to Universities,
  g) Professional Bodies such as ICAI, ICWAI, ICSI, Bar Council etc., to their Members; and
  h) Credit cards/Debit cards issued by Banks.

  B.  Proof of Address

  I. Ration card
  II. Passport
  III. Voter ID Card
  IV. Driving license
  V. Bank passbook
  VI. Verified copies of

  a) Electricity bills (not more than two months old),
  b) Residence Telephone bills (not more than two months old) and
  c) Leave and License agreement / Agreement for sale.

  VII. Self-declaration by High Court & Supreme Court judges, giving the new address in respect of their own accounts.
  VIII. Identity card/document with address,  issued by

  a) Central/State Government and its Departments,
  b) Statutory/Regulatory Authorities,
  c) Public Sector Undertakings,
  d) Scheduled Commercial Banks,
  e) Public Financial Institutions,
  f) Colleges affiliated to universities; and
  g) Professional Bodies such as ICAI, ICWAI, Bar Council etc., to their Members.

• read with SEBI circular no. MRD/DoP/Cir-08/2007 dated June 25, 2007.  It details the discontinuation with respect to the requirement of Unique Identification Number (UIN) under the SEBI (Central Database of market Participants Regulations), 2003 (MAPIN regulations)/circulars and to make PAN as the sole identification number for all participants in the securities market, irrespective of the amount of transaction.

GDR holder is not a member until transfer or redemption, neither Overseas Depository Bank is a nominee or beneficial owner – MCA clarification

Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,

• Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
• Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).

Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares.  Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956

go for Company Secretary Moot court, case published by ICSI for 2009, its at chennai now

Yes, the ICSI mooting begins now…. Moot Court includes drafting briefs (Court Papers) and participating in oral arguments (Pleadings) in a SIMULATED Court/Tribunal environment with 2 speakers & 2 researchers in a team arguing on both the sides of the case.  It really helps to improve the Advocacy & Presentation skills of the participant.  Further, it adds value to your CS Professional Program paper on DRAFTING, APPEARANCES & PLEADINGS.  Its worth to attend and interesting to particpate and exciting to win… Enjoy participatin…

The winning team of the Moot Court Competition will receive the rolling shield in the 37^th National Convention of Company Secretaries scheduled to be held from 5^th – 7^th November, 2009 at Hyderabad.

Start Researching now,

1. 7th All India ICSI Moot 2009 - Rules.pdf

2. 7th All India ICSI Moot 2009 - Problem

3. Bombay High Court Rules.zip

The expert team from Surana & Surana International Attorneys will be visiting all the four Regional Offices (subject to the minimum number of teams) of Institute of Company Secretaries of India to conduct the Regional Level Competition as per the schedule mentioned below:  

Round	Dates				Venue
	Orientation  (Friday)	Preliminary Rounds  (Saturday)	Semi-Final& Final rounds (Sunday)	Send  Registration  Form by
East	7 August 2009	8 August 2009	9 August 2009	28 July 2009	ICSI-EIRC Building    3-A,  Ahiripukur I Lane Kolkatta – 700 019  Ph: 033-2281 6541 / 2283 2973
North	21 August 2009	22 August 2009	23  August 2009	28 July 2009	ICSI-NIRC Building Plot No.4, Prasad Nagar, Institutional Area, Rajendra Place , New Delhi -110 005 Ph: 011- 2576 3090 /2576 7190
South	14 August 2009	15 August 2009	16  August 2009	28 July 2009	ICSI-SIRC House, Old No.4, New No.9,  Wheat Crofts Road   Nungambakkam, Chennai – 600 034 Ph: 044-28279898 / 28268685
West	28 August 2009	29 August 2009	30  August 2009	28 July 2009	ICSI 13, Jolly Maker Chambers,  No.II (1st Floor), Nariman Point,  Mumbai – 400 021. Ph: 022-2202 1826 / 2284 4073
National @ Chennai	4 Sep. 2009	5 Sep.2009	6 Sep.2009	-	ICSI-SIRC House, Old No.4, New No.9,  Wheat Crofts Road   Nungambakkam, Chennai – 600 034 Ph: 044-28279898 / 28268685

Details in http://www.icsi.edu/siro/7Mootcourt.htm

Enjoy mootin…