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).

ICSI's New Website, Online purchase of magazines like Chartered Secretary, Student concessions, Company Secretary National Convention 2010 articles - Subscribe now

The Institute of Company Secretaries of India (ICSI) has 3 websites now,

1. www.icsi.edu representing ICSI
2. www.icsi.in for Members & Students of ICSI
3. http://knowledge.icsi.edu, an online e-commerce site for students, members & others which is accessible on payment basis to buy publications of ICSI, recent updates on various laws, etc…  The site plans are detailed hereunder:

Sr. No.	Plan	Special launch offer by the end of September 2010 (Rs.)*	Regular Plan by the end of March 2011 (Rs.)*
1	Student	1500	2000
2	Member in practice	2250	3150
3	Member in employment	2500	3500
4	Other	4500	5500
*Subscription valid for one year from the date of registration. All applicable taxes are extra.

No information from http://knowledge.icsi.edu is available free of cost, hence the above mentioned subscription plans to get a login id & password.  But, You have an option to:

Post Your Query

This will get you the supportive references such as legal provisions, case law etc for your legal research query even if you are not an existing subscriber of eJurix. We may need to interact with you to clarify your query if required. Cost estimation will depend upon the complexity of the query and will be conveyed to you after analyzing the same. You will receive a response to your query within 4 working days of receiving the payment.

38th National Convention of ICSI 2010 @ Kolkata

The following Articles are the must read-through which are published by learned professionals on various topics of relevance as a part of ICSI convention theme – India Inc & Inclusive growth.  The topics include Micro, Small, Medium Enterprises, Corporate Social Responsibility, Corporate Governance, Direct Tax Code, Goods & Services Tax, etc…download the same from the following links:

https://docs.google.com/leaf?id=0B-36NqCFw_7NNTRlNThmMzQtYzE2ZC00ZDZmLTkzOWEtOTg0ZWYxODdjNTY4&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMDkyYTU2ZTgtMDNkMy00ZGY2LWJjMTYtMjllZmYzZGQxYjE1&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNGI5YmMzYTUtYjc4MC00ZjE0LTkwNDItZmU0YmI2NGE0NGVj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMmFhMTdkMmItZTMyYy00ZGU0LTgxYTEtODg4Zjk5OGVmYzUy&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NOTdjNzhkNDktZjI1My00NmY1LTg3NGQtZTJjMzZjZmI5ZDM5&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMjJjY2RiOTItYzQzZS00MmYxLThkYzItMmNkZjMxNmQ1OTI3&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NN2U5MzM5YTQtMGJiYi00MTQwLWExYTAtYjAxODY4MjFjNWZj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NYjI0N2UzZjUtNmYxMC00MTYxLWEzODgtNjFiOWUyYmY3OTFh&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMWNiYzhlZTUtNzExOC00NTNhLThlNWUtMDkxYTVlMmYwNzU4&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NZjU2NWU3OTktNTYxMi00Mjg5LThmOTMtZDIwYTk0MjFkOTUz&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NYmQ3MWZlMDItYTBmZC00ZGU5LWI1ZDctZDMxNDY4YzMzNjM2&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNzJhYmUxZTgtYmMzZS00OTQ1LWJhNjgtMWM4NGVkZjRiYTVi&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNjdiZTNiYjEtNmEyNi00NmNkLWI5NTUtYjUyY2M4OGFmOWMx&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNTg0ODhkODMtYjVmOS00ODUwLWEwMjctOGRhNmQ4YTE2YzNh&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMDU2OTE3OGEtMzMwZi00NTM5LWI4YTctNmFiNjhjOTFiY2Rj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMzE3YmFkNmEtOTE2MC00ZDdiLTlmMjUtNDFhYTU0YTk0NWIz&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NZDhhMWQ5OTQtZDAwYS00MmUwLTg1MTgtNTY5ZDRkOGIwOTJh&hl=en https://docs.google.com/present/edit?id=0Ae36NqCFw_7NZGQ2aGJteDJfMTEyZ253bXB2a2I&hl=en

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

No more triplicate or duplicate, the effect of eforms in Companies Act, 1956

The Ministry of Corporate Affairs (MCA) has made e-filing mandatory for most of the aspects in the Companies Act.  As a result of which there is no more meaning to the words duplicate or triplicate copies to be filed of a particular document as its made online.

 

Hence, MCA vide notification G.S.R. 70(E) dated 3.2.2009 has amended sections 220, 303 & 594 of Companies Act, 1956 by substituting the word COPY instead of triplicate or duplicate in relevant places.

 

Click here for the details of notification G.S.R 70 (E) - Modifications in section 220, 303 and 594 of Companies Act, 1956.

[LLP Act download]Similarities & Distinctions with Company + Partnerships

Limited Liability Partnership Act, 2008 - LLP's are now possible in India too. Click here to download the Act http://mca.gov.in/MinistryWebsite/dca/actsbills/pdf/LLP_Act_2008_15jan2009.pdf

Yes, LLP is formed & regulated by Limited Liability Partnership Act, 2008 which received President's assent on 7th January 2009.

Ministry of Corporate Affairs (MCA) is administrating ministry - Ministry of Corporate Affairs, Government of India is the administrating ministry. Registrar of Companies (RoC) of respective State is the administrative authority where all documents are to be filed.

Provisions of Companies Act can be made applicable - Central Government can make applicable any provision of Companies Act to LLP with suitable modifications by issuing a notification [Section 67 of LLP Act, 2008]

However, provisions of Indian Partnership Act will not apply to LLP [Section 4 of LLP Act, 2008].

Individual or body corporate can be partner, that too with a limited liability protection now - Any individual (who is of sound mind and is solvent) and any body corporate can be partner of LLP. There should be minimum two partners. Personal liability if number falls below two. No upper limit on number of partners [Section 5 and 6 LLP Act, 2008].

LLP must have two 'designated partners' who must be individuals. If a body corporate is partner of LLP, it can nominate a person as 'designated partner'. He has to give consent to act as designated partner. He has to obtain DPIN [Designated Partner Identification Number] from Central Government [Section 7 of LLP Act, 2008]. The designated partner is liable for all compliances as required under the Act and is liable to penalty for contravention of those provisions [Section 8 of LLP Act, 2008].

Comparison between traditional partnership and LLP

Traditional Partnership	Limited Liability Partnership
Distinctions
Unlimited personal liability of each partner for dues of the partnership firm. Personal property of each partner also liable.	No personal liability of partner, except in case of fraud.
Written agreement not essential.	Incorporation document essential.
Partnership can be registered under Partnership Act. Registration is not mandatory.	LLP is incorporated under LLP Act. Incorporation is mandatory.
Not a legal entity separate from its partners	It is a legal entity separate from its partners, having perpetual succession
Property cannot be held in name of partnership firm.	Property can be held in name of LLP.
Partnership deed/agreement is executed. Even verbal agreement is valid.	'Incorporation Document' is required to be executed. In addition, LLP Agreement is required in almost all cases, though such LLP agreement is not mandatory.
Documents are required to be filed with Registrar of Firms (of respective State)	Registrar of Companies (ROC) is the administrating authority.
Death of partner dissolves a firm, in absence of agreement	Death of partner does not dissolve LLP.
Minimum two and maximum twenty partners	Minimum two partners. No limit on maximum number of partners
Each partner can take part in business of firm.	Each partner can take part in business of firm, but LLP Agreement can provide to the contrary.
All partners are liable for statutory compliances under Partnership Act	Only designated partners are liable for statutory compliances as are required under LLP Act (not necessarily in respect of other Acts).
Partner cannot enter into business with firm, though he can give loan to firm.	Partner of LLP can enter into business with LLP. He can also give loans to LLP.
Every partner of firm is agent of firm and also of other partners. He can bind partnership firm as well as other partners by his acts.	Every partner of LLP is agent of LLP but not of other partners. Thus, he can bind LLP by his acts but not other partners. However, LLP agreement can restrict powers of individual partner.
Filing of accounts, statement of solvency and annual return not required.	Filing of accounts, statement of solvency and annual return not required.
Partnership can be 'at will' i.e. any partner can resign or dissolve firm	Individual partner can resign but cannot dissolve the LLP.
Death of partner dissolves partnership unless there is contract to contrary	Death of partner does not dissolve LLP.
Public notice is required for retirement of a partner.	Filing of return of retirement of partner with ROC is required, but no provision for public notice of retirement of partner.
Partnership firm can be dissolved.	LLP can be would up.
No specific provision to enter into compromise, arrangement, amalgamation, reconstruction etc. This can be done only under civil laws.	LLP can enter into compromise, arrangement, amalgamation, reconstruction etc.
Minor can be admitted to benefit of partnership.	There is no specific provision to admit minor to benefit of partnership. It is doubtful if this can be done.
Similarities
Partner is not employee of firm	Partner is not employee of LLP.
Liability of a person for 'holding out', i.e. representing himself as partner, though he is not	Liability of a person for 'holding out' i.e. representing himself as partner, though he is not [clause 29 of LLP Bill, 2008]
Partner of firm entitled to remuneration only if partnership agreement so provides	Partner of LLP entitled to remuneration only if LLP agreement so provides
New partner can be introduced only with consent of all existing partners	New partner can be introduced only with consent of all existing partners, unless LLP Agreement provides otherwise.
Insolvent person cannot continue as partner of firm.	Insolvent person cannot continue as partner of LLP.
Rights of partnership can be assigned.	Rights of partnership can be assigned.
Partner liable to firm for any personal profits made by him by use of property, name or business connection of firm.	Partner liable to LLP for any personal profits made by him by use of property, name or business connection of LLP
Partner cannot undertake competing business without consent of other partners	Partner cannot undertake competing business without consent of LLP. Otherwise, liable to account for and pay profits to LLP
Partner liable to firm if he commits fraud.	Partner liable to LLP if he commits fraud.

Comparison between company and LLP

Company under Companies Act	Limited Liability Partnership
Distinctions
Memorandum is to be filed with ROC	Incorporation Document is required to be filed.
Memorandum should contain State in which incorporated.	Incorporation Document is not required to contain State in which incorporated. Thus, registered office can be changed to any place in India just by informing ROC subject to prescribed conditions.
Name to contain 'Limited' or 'Private Limited' as suffix	Name to contain 'Limited Liability Partnership' or 'LLP' as suffix
Articles are to be filed at the time of incorporation. Private company must have Articles. In case of public company, provisions of Table A apply if there are no Articles.	LLP Agreement is required to be filed later. In absence of LLP Agreement, mutual rights and duties will be as specified in first schedule to LLP Act. Thus, practically, each LLP must have LLP Agreement, though not mandatory.
Managing Director and Wholetime Director to look after day to day administration..	Designated Partner to look after statutory compliances. Otherwise, all partners can look into affairs of the LLP. However, LLP can delegate powers to some partners who may be designated as 'Managing Partner', or 'Executive Partner' or any other name.
Individual director or member does not have authority in conduct of business of company.	Every partner has authority to conduct business of LLP, unless the LLP Agreement provides to contrary.
Restrictions on remuneration to director as per Companies Act	No restriction on remuneration to partner. Remuneration should be provided in LLP agreement.
Notice of change of director is to be given by company.	A partner who has resigned from LLP can himself file notice of his resignation to ROC.
Share, share certificate, register of members, transfer and transmission of shares etc. required.	No requirement of share and share certificate. Hence, no question of its issue, allotment, transfer, rectification of register etc.
Board meetings, general meetings are required.	No provision for regular meeting of Board and members. Partners can decide when and how to meet, delegation of powers etc. Provision is made that LLP should maintain minute book
Charges are required to be registered	No provision for registration of charges.
Elaborate records and registers are required to be maintained	No records and registers have been prescribed.
Restrictions on Board regarding some specified contracts, contracts in which directors interested, investments, loans and guarantees to other companies	Partners are free to enter into any contract.
Disclosures required of contracts where directors are interested	No requirement of disclosures required of contracts where partners are interested, unless specified in LLP Agreement.
Elaborate provision relating to redressal in case of oppression and mismanagement	No provision relating to redressal in case of oppression and mismanagement
Specific provisions relating to nidhis, NBFC	No specific provisions relating to nidhis, NBFC
Similarities
Limited liability and perpetual succession	Limited liability and perpetual succession
Must have common seal	Common seal is optional
Provision of approval of name, change of name are similar.	Provision of approval of name, change of name are similar.
ROC is the administrative authority	ROC is the administrative authority
Provisions of name, its approval and change are similar.	Provisions of name, its approval and change are similar.
No personal liability of individual director or member [except of director of private company in some cases like income tax and sales tax dues].	No personal liability of partner, except in case of fraud.
Complicated procedure for change of registered office, particularly when change is to other State	Simple procedure to change registered office of LLP anywhere in India just by informing ROC and following prescribed conditions.
Registrar of Companies (ROC) is the administrating authority.	Registrar of Companies (ROC) is the administrating authority.
Memorandum and Articles, details of directors, accounts, annual return, special resolutions etc. filed by LLP with ROC will be available for public inspection	Incorporation document, details of partners, accounts, statement of solvency and annual return filed by LLP with ROC will be available for public inspection [clause 36 of LLP Bill, 2008]
Powers to Central Government to inspect records of company and to order investigation	Powers to Central Government to inspect records of company and to order investigation
Provisions of compromise, arrangement or reconstruction of companies are similar	Provisions of compromise, arrangement or reconstruction of LLP [clauses 60 to 62 of LLP Bill, 2008]
Company can be would up voluntarily or by order of Court	LLP can be would up voluntarily or by order of Court
ROC can strike off name of defunct company.	ROC can strike off name of defunct LLP

Source: http://www.dateyvs.com/