Daily Compliance Dose

Section III – Sch V

When the Company is newly incorporated company it may pay remuneration to Managerial Personnel up to the two times remuneration permissible under Section II of Sch V till seven years from date of incorporation.

See you tomorrow.

Tuesday, May 31, 2016

Change of Name of the Company



Change of Name of the Company


Note: Click on link to get document/format in word.

A.   Apply for Name Availability:

1.   To hold Board meeting and pass resolution for change of name and give authority to make application to RoC.

Note: To check provisions of the Companies Act, 2013 regarding proposed name. Refer Instruction Kit of e-Form INC-1 Part 1.

2.   To File e-Form INC-1 with RoC. Attachment: Board Resolution 

3.   RoC may on the basis of information and documents filed as an application in Form INC-1, reserve the name for a period of sixty days from the date of the application. Decision of the RoC will be conveyed to the applicant via email.

B.   Post Name availability.

1.   To hold Board meeting and pass following resolutions:
         (a)  Change of Name
         (b)  Calling of General Meeting

2.   To hold General Meeting and pass Special Resolution for Change of Name of the Company.

3. To File e-Form MGT-14. Attachment: Special Resolution with Explanatory Statement, Altered MOA, Altered AOA, Name approval Letter from ROC, Shorter notice consent, if any. (SRN of Form MGT-14 will be required in e-Form INC-24)

4. To File e-Form INC-24. Requirements: SRN of Form INC-1 and MGT-14, reasons for change of name. Attachment: Minutes of General Meeting.

5.   To avail Fresh Certificate of Incorporation consequent to change of name from RoC.

C.  After Obtaining fresh COI

1.   To hold Board meeting and pass following Resolutions:
         (a)  Noting of fresh COI
         (b)  New Common seal impression in Minutes

2.  To intimate change of Name to Bankers, Depository Participants (Demat), companies in which investments is held.

3.   To apply for change in PAN, TAN (NSDL), Service Tax Registration and other Government licenses/records.

4.   To print, affix or print, as the case may be, along with its new name, the former name for the period of 2 years. Like: ABC PRINTS LIMITED (Formerly known as XYZ PRINTS LIMITED)

5.  To give order for new Common Seal, Rubber Stamp, Letter heads, vouchers, bills etc.

6.  To affix new name plate outside registered office.

7.   To inform all others concerned.

Saturday, May 28, 2016

Applicability based on Capital, Turnover, Net Worth, Borrowings etc



Applicability based on Capital, Turnover, Net Worth, Borrowings etc under the Companies Act, 2013

Abbreviation:
PUC: Paid up Capital
NW: Net Worth
NP: Net Profit
T/O: Turnover
B/S: Balance Sheet
FI: Financial Institution



Particulars
Listed
Public
Private
At least One Women Director on Board

(Chapter 11, Section 149(1), Rule 3)
Yes
PUC Rs. 100 cr or more as per last audited B/S; or
Not Applicable
T/O of Rs. Rs.300 cr or more as per last audited B/S.




1/3rd of Directors as Independent Directors

(Chapter 11, Section 149(4))

Yes
Not Applicable
Not Applicable




Atleast 2 Directors as Independent Directors

(Chapter 11, Section 149(4), Rule 4)
PUC Rs. 10 Cr or more as per last audited B/S or
PUC Rs. 10 Cr or more as per last audited B/S or
Not Applicable
T/O of Rs.100 cr or more as per last audited B/S; or
T/O of Rs.100 cr or more as per last audited B/S; or
O/S Loans+ Debentures + Deposits, exceeding Rs. 50 Crore as on date of last audited B/S.
O/S Loans + Debentures + Deposits, exceeding Rs. 50 Crore as on date of last audited B/S.




Audit Committee and Nomination and Remuneration Committee

(Chapter 12, Section 177 & 178, Rule 6)
Yes
PUC Rs. 10 cr or more as per last audited B/S; or
Not applicable
T/O of Rs.100 cr or more as per last audited B/S; or
O/s. Loans + Debentures + Deposits, exceeding Rs. 50 Crore as on date of last audited B/S.




Stakeholders relationship committee

(Chapter 12, Section 178(5))

Total number of shareholders + deposit holders + debenture holders + and other security holders exceed 1,000 at any time during a FY
Total number of shareholders + deposit holders + debenture holders + and other security holders exceed 1,000 at any time during a FY
Total number of shareholders + deposit holders + debenture holders + and other security holders exceed 1,000 at any time during a FY




Establishment of Vigil Mechanism

(Chapter 12, Section 177(9), Rule 7)
Yes
Having Public Deposits;
Having Public Deposits;
Borrowed money from Banks and Public FI’s in excess of Rs. 50 crores
Borrowed money from Banks and Public FI’s in excess of Rs. 50 crores




Directors Report to include a statement indicating the manner in which formal annual evaluation has been made by Board of Directors of its own performance and that of its committees and Individual Directors.

(Chapter 9, Section 134(3)(p), Rule 8(4))

Yes
PUC Rs. 25 Cr or more at the end of preceding FY.
Not Applicable




Corporate Social Responsibilities

(Chapter 9, Section 135)
NW- Rs. 500 cr or more during FY; or
NW- Rs. 500 cr or more during FY; or
NW- Rs. 500 cr or more during FY; or

T/O - Rs.1000 cr or more during FY; or  
T/O - Rs.1000 cr or more during FY; or  
T/O - Rs.1000 cr or more during FY; or  

NP - Rs. 5 Cr more during FY -
NP - Rs. 5 Cr more during  FY -
NP - Rs. 5 Cr more during FY -





Appointment of Whole-time KMP

(Chapter 13, Section 203, Rule 8)

*Remark: A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time Company Secretary.

Yes
PUC – Rs. 10 Cr or more*
Not Applicable*




Secretarial Audit

(Chapter 13, Section 204, Rule 9)
Yes
PUC Rs. 50 cr or more
Not applicable
Turnover Rs. 250 cr or more




Annual Return Certified by CS in Practice

(Chapter 7, Section 92, Rule 11)

YES
PUC Rs.10 Crore or more; or
PUC Rs.10 Crore or more; or
T/o Rs. 50 Cr or more
T/o Rs. 50 Cr or more




Option to send Salient features of financial statement in AOC3 instead of full financial statements

(Chapter 9, Section 136, Rule 10)

Yes
 Not available
Not available




Posting of Financial Statement on website, if any.

(Chapter 9, Section 136(1))

Yes
Not applicable
Not applicable




Posting of subsidiary accounts on web site, if any.

(Chapter 9, Section 136(1))

Yes
 Yes
 Yes




Disclosure in Auditors report under CARO dt. 10.04.2015
Yes
Yes
PUC + Reserves more than Rs. 50 Lacs at any point of time in FY; or
Loans more than Rs. 25 Lacs from Banks or Fis at any point of time in FY; or
T/O of more than Rs. 5 Crore at any point of time in FY




Filing of Financial Statement in E-form AOC-4 XBRL (Exempted - Banking, Insurance, Power and NBFC Companies)

Yes
If it is subsidiary of listed company
If it is subsidiary of listed company
PUC- Rs. 5 Cr or more
PUC- Rs. 5 Cr or more
T/O - 100 crores or more
T/O - 100 crores or more




Postal Ballot

(Chapter 7, Section 110, Rule 22)

Having Members more than 200 required
Having Members more than 200 required
Not applicable




Voting by Electronic means

(Chapter 7, Section 108, Rule 20(1))

Yes
If shareholders not less than 1000
Not applicable




To Appoint or reappoint auditor:

In case of individual for not more than one term of Five consecutive years.

In case of an audit firm for not more than two term of five consecutive years.

(Chapter 10, Section 139(2), Rule 5)

Yes
PUC Rs. 10 Crore or more;
PUC Rs. 20 Crore or more;
Public borrowings from FI’s + banks + public deposits of Rs. 50 crores or more
Public borrowings from FI’s + banks + public deposits of Rs. 50 crores or more




Internal Auditor

(Chapter 10, Section 138, Rule 13)
Yes
PUC - Rs. 50 Cr or more during preceding FY
PUC - Rs. 200 Cr or more during preceding FY
O/S loans or borrowings from Banks or Public FI’s exceeding Rs. 100 Crore or more at any point of time during the preceding FY
O/S loans or borrowings from Banks or Public FI’s exceeding Rs. 100 Crore or more at any point of time during the preceding FY
T/O - Rs. 200 Cr or more during preceding FY
O/S Deposits of Rs. 25 Cr or more at any point of time during the preceding FY