New Scheme to close down Company & comply for non-compliances done under Companies Act, 1956 like non-filing of annual returns, accounts, compliance certificate,etc...Lawlabz Website link

Closure of defunct companies by ROC

COMPANY LAW SETTLEMENT/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.

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 … 

• http://settlementscheme.lawlabz.com/
• http://easyexitscheme.lawlabz.com/

OR call us now @ 044-24340416

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

Mail us: solutions@lawlabz.com

Keep closing & enjoy complying!!!

Thank You,

LawLabz

360^o

  Personalised Corporate Solutions

Preserve/Lost your Mark sheets as NO more CS Pass Certificates for Foundation & Executive will be issued by ICSI on passing Company Secretary Exams but for Professional Program

Don’t panic after your CS Results this 25th August 2010 onwards! when you don’t receive your Company Secretary Exam pass certificates, ICSI has resolved not to send the same (may be a cost cutting measure or an environment friendly measure) as it serves no purpose. 

 

I have passed CS Executive Program but I have not received my Certificate, where can I approach? Now, you can feel relaxed!!!, ICSI says.

 

The mark statement (mark sheet) hereon will serve as the proof that you have cleared CS.  The first of its kind PASS certificates, you can receive after finishing your CS Final exams. 

 

Have you lost your CS Marksheet???

Again, not to panic.  You have to shell out Rs.50/- + Rs.25/- to ICSI and apply in Application for issue of Duplicate Result-cum-Mark sheet to get a duplicate copy for further reference & usage.

 

ATTENTION STUDENTS !!

DISCONTINUATION OF ISSUE OF PASS CERTIFICATES  TO FOUNDATION/ EXECUTIVE/INTER PROGRAMME PASS STUDENTS

In accordance with the decision taken by the Council of the Institute recently, it is brought to the notice of  the student community that  henceforth (i.e. from June, 2010 Examination Session onwards),   Pass Certificates will  be issued only to such students who pass Final Course/ Professional Programme. However, Mark Sheets  will continue to be issued to students of  all stages viz. Foundation, Executive/Intermediate and Professional/Final Programmes as per existing practice.

Source:http://www.icsi.edu/webmodules/student/ss_j14.htm

New Rule 19(2)(b) & 19A for initial & continuous listing requirement of 25% of capital with public as per SCRR amendment 2010 [for all companies]: 10% for 4000 crores to be increased@5% every year

The Securities Contracts (Regulation) Rules 1957 provide for the requirements which have to be satisfied by companies for the purpose of getting their securities listed on any stock exchange in India. A dispersed shareholding structure is essential for the sustenance of a continuous market for listed securities to provide liquidity to the investors and to discover fair prices. Further, the larger the number of shareholders, the less is the scope for price manipulation. Accordingly, the Finance Minister in his Budget speech for 2009-10, inter- alia, proposed to raise the threshold for non- promoter, public shareholding for all listed companies. To implement the Budget announcement the Securities Contracts(Regulation) (Amendment) Rules, 2010 has been notified vide Press Release F.No.5/35/2006-CM dated 4th June 2010 through

this Notification. [download now]

a) The minimum threshold level of public holding will be 25% for all listed companies.

b) Existing listed companies having less than 25% public holding have to reach the minimum 25% level by an annual addition of not less than 5% to public holding.

c) For new listing, if the post issue capital of the company calculated at offer price is more than Rs. 4000 crore, the company may be allowed to go public with 10% public shareholding and comply with the 25% public shareholding requirement by increasing its public shareholding by at least 5% per annum.

d) For companies whose draft offer document is pending with Securities and Exchange Board of India on or before these amendments are required to comply with 25% public shareholding requirement by increasing its public shareholding by at least 5% per annum, irrespective of the amount of post issue capital of the company calculated at offer price.

e) A company may increase its public shareholding by less than 5% in a year if such increase brings its public shareholding to the level of 25% in that year.

f) The requirement for continuous listing will be the same as the conditions for initial listing.

g) Every listed company shall maintain public shareholding of at least 25%. If the public shareholding in a listed company falls below 25% at any time, such company shall bring the public shareholding to 25% within a maximum period of 12 months from the date of such fall.

New definitions in Rule 2 of SCRR:

(d) “public” means persons other than – (i) the promoter and promoter group; (ii) subsidiaries and associates of the company. Explanation: For the purpose of this clause the words “promoter‟ and “promoter group‟ shall have the same meaning as assigned to them under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements-ICDR) Regulations, 2009.

(e) “public shareholding” means equity shares of the company held by public and shall exclude shares which are held by custodian against depository receipts issued overseas”.

New Rule 19(2)(b) of SCRR:

(i) At least 25% of each class or kind of equity shares or debentures convertible into equity shares issued by the company was offered and allotted to public in terms of an offer document; or
(ii) At least 10% of each class or kind of equity shares or debentures convertible into equity shares issued by the company was offered and allotted to public in terms of an offer document if the post issue capital of the company calculated at offer price is more than Rs. 4000 crores;

Provided that the requirement of post issue capital being more than Rs. 4000 crores shall not apply to a company whose draft offer document is pending with SEBI on or before the commencement of the Securities Contracts (Regulation) (Amendment) Rules, 2010, if it satisfies the conditions prescribed in clause (b) of sub-rule 2 of rule 19 of the Securities Contracts (Regulation) Rules, 1956 as existed prior to the date of such commencement (which is: offering atleast 10% if there are 20 lakh in number of securities, Rs.100 crores of offer size is given to public and follows bookbuilding by offering 60% to QIB)
Provided further that the company, referred in sub-clause (ii), shall bring the public shareholding to the level of at least 25% by increasing its public shareholding to the extent of at least 5% per annum beginning from the date of listing of the securities, in the manner specified by the Securities and Exchange Board of India .
Provided further that the company may increase its public shareholding by less than 5% in a year if such increase brings its public shareholding to the level of 25% in that year.

 

New Rule 19(4) of SCRR – fresh application in all cases now!!!

An application for listing shall be necessary in respect of the following: (a) all new issues of any class or kind of securities of a company to be offered to the public; (b) all further issues of any class or kind of securities of a company if such class or kind of securities of the company are already listed on a recognised stock exchange.

 

New Rule 19(6A) – taking away the power from Clause 40A of Listing Agreement of stock exchanges as there is no more Provisio!!!

All the requirements with respect to listing or continuous listing requirement prescribed by these rules, shall, so far as they may be, also apply to a body corporate constituted by an Act of Parliament or any State Legislature. [Old Provisio deleted]

Note: SEBI’s power to relax listing requirements under SCRR is withdrawn.  Also note, there is no more Clause 40A continuous listing requirement of 10% if the company has 2 crores of listed shares with a market capitalisation of Rs.1000 crore or more.

Clause 40A is now Rule 19A mandating 25% as CONTINUOUS LISTING REQUIREMENT for all Companies:

Every listed company shall maintain public shareholding of at least 25%

Provided that any listed company which has public shareholding below 25% on the commencement of the Securities Contracts (Regulation) (Amendment) Rules, 2010, shall bring the public shareholding to the level of at least 25% by increasing its public shareholding to the extent of at least 5% per annum beginning from the date of such commencement, in the manner specified by SEBI.

Provided further that the company may increase its public sharholding by less than 5% in a year if such increase brings its public shareholding to the level of 25% in that year.

(2) Where the public shareholding in a listed company falls below 25% at any time, such company shall bring the public shareholding to 25%within a maximum period of 12 months from the date of such fall in the manner specified by the Securities and Exchange Board of India.”

Learnlabz Activity outside Company Secretary exam centres @ Chennai, Free DVDs for CS students on classes & books

Catching up the heat outside Company Secretary Exam centres at Chennai.  Learnlabz stall was crowded with CS students availing their free DVD’s with lots of excitement & sincerity.  Many were out of the exam halls too early winning their first law exam and found it interesting!!!

 

You can also enjoy our Youtube releases from http://www.youtube.com/watch?v=OO-tKh9Ptrw&feature=player_embedded

Learnlabz wishes All the Best for every exam giving you a fresh 3 hours!!! – its Only This Much.

We make learning an interesting experience!!!

Effective Date for Revision of Gratuity Amendment Act to Rs. 10 lakhs: Notification in Official Gazette as on 24th May 2010

As you are aware Gratuity Amendment Act 2010 is notified in Official Gazette with Rs.10 lakhs as limit replacing Rs.3,50,000

The Payment of Gratuity (Amendment) Act, 2010 is notified in Official Gazette on 18^th May 2010, amending the Payment of Gratuity Act, 1972 with revision in maximum ceiling from Rs. 3.5 lac to Rs. 10 lakhs.

The said Act shall come into force with effect from 24th May 2010 as per the Notification S.O. 1217(E) published in the Official Gazette.

Money laundering transaction records & definition of beneficial owner in Amendment Rules 2010 - RBI

Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Amendment Rules, 2010 - Obligation of banks/All India Financial institutions

 

Government of India vide its Notification No. 7/2010-E.S.F.No.6/8/2009-E.S dated February 12, 2010 has amended the Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005. A copy of the Notification is enclosed for ready reference in DBOD. AML.BC. No. 95 /14.01.001/2009-10 dated 23rd April 2010.

The salient features of the amendment inter alia require banks and All India
Financial Institutions:
• to maintain the records of all transactions including the records of transactions detailed in rule 3 sub-rule (1).
• the records referred to in rule 3 should contain all necessary information specified by the Regulator to permit reconstruction of individual transactions including the information detailed in rule 4.

Further, in rule 9 in sub-rule (1A) an explanation of 'beneficial owner' has been inserted in terms of which " ' Beneficial Owner' shall mean the natural person who ultimately owns or controls a client and or the person on whose behalf a transaction is being conducted, and includes a person who exercise ultimate effective control over a juridical person".

NBFC investment in Joint Venture or subsidiary abroad shall 'No Objection' (NoC) of the Department of Non-Banking Supervision of RBI

Overseas Investment by NBFCs- No Objection (NoC) from DNBS, RBI
Please refer to Regulation No. 7 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) (Amendment) Regulations, 2004, dated July 07, 2004, in terms of which an Indian party requires prior approval of the concerned regulatory authorities both in India and abroad, to make an investment in an entity outside India engaged in financial services activities. Further in terms of para B.5.3 of the Master Circular on Direct Investment in Joint Venture (JV) / Wholly owned subsidiary (WOS) abroad dated July 01, 2009 issued by Foreign Exchange Department, RBI, regulated entities in the financial sector making investments in any activity overseas are required to comply with the above regulation.
2. Instances have been observed where NBFCs have made overseas investments without regulatory clearance of the Department of Non-Banking Supervision, Reserve Bank of India. Any investments made by NBFCs without regulatory clearance is a violation of FEMA 2004 and attracts penal provisions.
3. In this regard, it is emphasised that all Non Banking Finance Companies desirous of making any overseas investment must obtain 'No Objection' (NoC) of the Department of Non-Banking Supervision of RBI before making such investment, from the Regional Office in whose jurisdiction the head office of the company is registered.
4. Applications in this regard shall clearly state the activities intended to be undertaken by the overseas entity. NBFCs may also note that in terms of the Regulations ibid, they are not permitted to make direct investment in a foreign entity engaged in activities not approved under FEMA.

Source: DNBS (PD).CC. No.173/03.10.01 /2009-10 dated 3rd May 2010

ECB by IFC now under Automatic route UPTO 50% of owned funds, RBI

As a measure of liberalisation of the existing procedures, it has been decided to permit the IFCs to avail of ECBs, including the outstanding ECBs,

• up to 50% of owned funds under the automatic route, subject to their compliance with the prudential guidelines already in places.
• above 50% of their owned funds would require the approval of the Reserve Bank and will, therefore, be considered under the approval route.

Source: A. P. (DIR Series) Circular No. 51 dated 11th May 2010

Gratuity Amendment Act 2010 is notified in Official Gazette with Rs.10 lakhs as limit replacing Rs.3,50,000

The Payment of Gratuity (Amendment) Act, 2010 is notified in Official Gazette on 18^th May 2010, amending the Payment of Gratuity Act, 1972 with revision in maximum ceiling from Rs. 3.5 lac to Rs. 10 lakhs. Whereas the date of effect of the revised ceiling may be decided by the Central Government through Official Gazette as per THE PAYMENT OF GRATUITY (AMENDMENT) ACT 2010

Notification in Effective Date for Revision of Gratuity Amendment Act to Rs. 10 lakhs: Notification in Official Gazette as on 24th May 2010

Workmen's Compensation Act, 1923 becomes Employees with enhanced compensation limits, full medical expenses reimbursement, case disposal within 3 months, etc..& also applicable to casual & clericals

Workmen’s Compensation Act is now Employees Compensation Act, 1923 and the definition of employee includes clerical employees & casual employees also.  Further,

• the minimum compensation limits on no-fault basis are increased to Rs.1,20,000 & 1,40,000 (erstwhile limits being Rs. 80,000 & 90,000).
• under the maximum compensation limit, the monthly wage limit of Rs.4,000/ is removed. hence, the maximum compensation can go UPTO 50% of Total Monthly Wages now, irrespective of limits [now a new ceiling of Rs.8000/- is introduced].
• Funeral expenses limit extended to Rs.5000 (from Rs.2,500)
• The employee shall be reimbursed the actual (full) medical expenditure incurred by him for treatment of injuries caused during the course of employment.
• Time limit for disposal of cases relating to compensation introduced- The Commissioner shall dispose of the matter relating to compensation within 3 months of reference.

Old definition: "workman" means any person (other than a person whose employment is of a casual nature and who is employed otherwise than for the purposes of the employer's trade or business) who is….

New definition: Section 2

“(dd) “employee” means a person, who is—

(i) a railway servant as defined in clause (34) of section 2 of the Railways Act, 1989 (24 of 1989), not permanently employed in any administrative district or sub-divisional office of a railway and not employed in any such capacity as is specified in Schedule II; or

(ii) (a) a master, seaman or other members of the crew of a ship,

(b) a captain or other member of the crew of an aircraft,

(c) a person recruited as driver, helper, mechanic, cleaner or in any other capacity in connection with a motor vehicle.

(d) a person recruited for work abroad by a company,

and who is employed outside India in any such capacity as is specified in Schedule II and the ship, aircraft or motor vehicle, or company, as the case may be, is registered in India; or

(iii) employed in any such capacity as is specified in Schedule II, whether the contract of employment was made before or after the passing of this Act and whether such contract is expressed or implied, oral or in writing; but does not include any person working in the capacity of a member of the Armed Forces of the Union; and any reference to any employee who has been” injured shall, where the employee is dead, include a reference to his dependants or any of them;’;

Source: The Workmen’s Compensation (Amendment) Act, 2009

Employees definition under Gratuity Act amended to included all types of works irrespective of salary limits

The Payment of Gratuity Act, 1972 definition of the term “employee” under Section 2 got widened.  It is no more the old definition of persons employed in administrative or managerial capacity.

 

The new definition is as follows,

Employees means any persons [NOT being an Apprentice] employed for wages in any kind of work (manual or otherwise) or in connection with work of factory, mine, plantation, oilfield, railway company, port or other establishment.

So, even teachers are eligible for gratuity now overriding the famous Ahmedabad Private Primary Teachers Association case.

Source: Payment of Gratuity (Amendment) Act, 2009

Revised ESI limit Rs.15000 (not Rs.10000) for employees/workers w.e.f 1st May 2010 - as amended by the Act [extended]

Ministry of Labour & Employment vide G.S.R. 394(E), dated 20th April, 2010 has made Employees State Insurance Act, 1948 read with ESI (Central) (Amendment) Rules, 2010 applicable to employees whose wages does not exceed Rs. 15,000/- (Fifteen Thousand Only).

 

The said notification shall come into effect from 1st May 2010.