Thursday, October 29, 2015

15 Exemptions available to Private Companies not subsidiary to listed or unlisted Public Companies

MCA issued a notification in June 2015 regarding applicability of a few sections and filing of forms with MCA in respect of Board Resolution and Shareholder Resolutions U/s 117 “Resolution & Agreements To Be Filed”.  The private companies shall take the benefit of exceptions, modifications, exclusions and exemptions as given by MCA but shall also protect the interest of their share holders.

There are 15 exemptions available to Private Companies  but not to private companies which are subsidiary of public companies whether listed or unlisted.

Exemptions to Private Companies:
1.     Private companies can enter transaction with Related Parties. Related Party Transaction shall not apply to transactions between a holding, subsidiary or an associate company of such company
2.     MOA and AOA provisions shall override the provisions of Companies Act with respect to Kinds of Capital and Voting Rights
3.     Provisions with respect to further increase of issued share capital by Right Issue and ESOS will not be applicable to Private Companies. ESOS can be approved by way of an Ordinary Resolution instead of Special Resolution.
4.     Restriction on purchase of its own share by a private company or giving loan to purchase its shares shall not apply a private company if all the conditions given below are fulfilled:
-       No other Body Corporate has invested in its Share Capital
-       Borrowing from bank is less than the lower of the two i.e 50 crores or twice of its paid up capital
-       Company has not defaulted in repayment of such borrowings
5.     Private company is exempted from the provisions of Section 73(2) a to Section 73(2) (e) regarding prohibition on acceptance of deposit from its members equal to Paid up Share Capital and free reserves but DPT -3 is to be filed with MCA
6.     Provisions with respect to provisions under Section 101 to Section 107 and Section 109 will be governed by the articles and In case, there are no provisions related to section 101 to 107 & 109 in the Article, then provisions mentioned in the Act shall be applicable. These provisions are related to Shorter Notice, Explanatory Statement, Quorum of the meeting, Chairman of the meeting, Proxies, restrictions on Voting Rights whether by Show of hand or demand of Poll.  
7.     Private companies are not required to file MGT-14 for reporting the transactions covered under 117(3) of meetings of board and its powers with MCA..
8.     OPC, Dormant Companies, Small Companies and Private Companies with share capital less than Rs.100 Crore are exempted from the provisions of Section 141(3) regarding eligibility, qualification, disqualification and number of audits. That means audit of such companies will not be counted in the maximum limit of twenty.
9.     Section 160 and Section 152 related to the right of a person other than retiring director who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting subject to certain conditions and there are restrictions on certain rights of such director. Such provisions are not applicable on Private Companies.
10.  Section 162 which provides for appointment of directors to be voted individually at general meeting is not applicable on private companies and a private company can appoint more than one director by passing single resolution.
11.  Section 180 is not applicable on private companies which restrict certain powers of the board only subject to approval by general body.
12.  Section 184 which provides restriction participation in resolution for entering into transactions with the company or wherever interested and disclosure of such interest is not applicable on private companies. Now director of a private company may participate in the meeting where a contract or arrangement is to be discussed and after disclosure such director is going to be interested in transaction with the company.
13.   Section 185 restricting loan to director is not applicable on private company now even all the conditions are fulfilled as mentioned :
-       No other Body Corporate has invested in its Share Capital
-       Borrowing from bank is less than the lower of the two i.e 50 crores or twice of its paid up capital
-       Company has not defaulted in repayment of such borrowings
14.   Section 188 regarding related party transactions is not applicable to a Private Company and member of a private company can participate in voting for resolution approving the contract or arrangement wherein such member is interested .

15.  Section 196 regarding appointment of managing director, whole time director or key managerial person is not applicable to a private company so shareholder’s approval for such appointment and filing of MR-1 are not mandatory to be filed.

Wednesday, October 28, 2015

DVAT Extends the Due date for Quarter 1 and 2 in Form EC -II and EC-III to 16.11.15

Delhi Value Added Tax Authorities has extended the last date for filing of online returns for the Quarter ended on 30.06.2015 and Quarter ended on 30.09.2015 in Forms EC-II and EC-III to 16/11/2015.

MCA Extended last date to 30.11.2015 for XBRL and Non XBRL for AOC-4, MGT -7 and CFS

Extension of last date for filing of form MGT-7 (Annual Return); AOC-4 for Financial Statements ended on 31.03.2015 under the Companies Act, 2013
MCA vide Circular No.14/2015 on 28.10.2015 has extended the last date of filing of AOC-4 ( XBRL and Non XBRL) and MGT-7 upto 30.11.2015 without any additionsl fee.  This is in furtherance to early extension of date on July 13, 2015, vide General Circular No. 10/2015 upto 31.10.2015 for E- filing of Form MGT-7 and AOC-4 without additional fee..
 Now for CFS, AOC -4 and MGT -7 for both XBRL and Non XBRL  last date without additional fee is same i.e 30.11.2015

MCA on 30.11.2015 has further extended the last date for filing without additional fee the E Forms AOC-4, CFS-4 , MGT-7 ( XBRL and Non XBRL ) by 30 days more now the Last date without Additional Fee is 30.12.2015 - Circular no.15/2015

Thursday, October 8, 2015

Filing Financial Statements & Annual Return with MCA under Companies Act, 2013

AOC-4- Filing of financial Statements with MCA
Who are required to file AOC-4?
Every Company is required to file its financial statement in AOC-4,
Consolidated Financial Statements are also required to be filed  in case of company having its subsidiary.
Attachments : Copy of Audittors' Report, Financial Statements & Board Report
Time Limit within 30 days of the Annual Meeting
AOC-4 is in lieu of 23AC and 23ACA.
MGT-14 – Filing of Approval of Financial Statements with MCA
Who are required to file MGT-14?
Every Public and private company is required to file MGT-14 for resolution passed in General Meeting
Exception- Private Company is not required to file MGT-14 for approval of accounts and  board report.
Attacments : Copy of Resolutions passed at General Meeting and for Public Limited Company resolution passing or approving Financial Statements
ADT-1- Filing of Appointment of Auditor, if not done earlier for 5 years
Who is required to file ADT-1?
Every company making fresh appointment of Statutory Auditor for a term of 5 consecutive years shall file ADT-1.
ADT-1 is not required to be filed for Ratification of Auditor. The Companies are required to ratify the appointment of Statutory Auditors who was appointed in last AGM for 5 financial years.  An Ordinary Resolution is to be passed at this AGM for ratification to continue as Statutory Auditor of the Company.
Attachments: Resolution for Appointment of Auditor, Appointment letter issued by the company to Auditor/ Audit Firm, Consent letter mentioning their eligibility by the Auditor/ Audit Firm
MGT-7- Filing of Annual Return with MCA
 Who are required to file MGT-7?
Every Company is required to file its annual return in MGT-7.
MGT-7 is in lieu of 20B.
Attachments : List of Shareholders and for Public Limited company only MGT -8
MGT-8 (Attachment to the E- Form MGT-7)
Who are required to get certificate in Form MGT-8?
Company having
a)       paid up capital 10 crore or more
b)      turnover of 50 crore or more
is required to get certificate in MGT-8 by any Practicing Company Secretary.
MGT-9 (Attachment to E- Form AOC-4)
Who are required to prepare MGT-9
Every Company filing MGT -7 has to prepare MGT-9 for attaching with E-Form MGT-7

  • Each attachment to the e-forms shall be duly signed by any of the directors of the Company.
  • Auditor or any other qualified representative should be present at AGM
  • Special Resolutions passed in General Meeting are required to be attached with MGT -14 by all companies and copies should be signed by the directors.
  • Notice of the AGM should include Route Map of venue of AGM 
  • Minutes of the Board Meeting and General Meeting should be serially numbered with effect from 1st july, 2015
  • MGT -15 is required to be filed by the listed company with in 30days from the conclusion of the AGM
  • No CFS is to be prepared if company is having only Associates and Joint Ventures but no subsidiary company. AOC-1 is to be attached with Financial Statement giving required particulars of subsidiary companies, Joint Ventures & Associates. 

 What are the points to consider  for accurate filing of  Annual return under Companies Act,2013 ?

MGT-7 and MGT 9 of Annual Return Under Companies Act 2013 ( Form 20B under Companies Act 1956) Section 92(1)

Every Company has to prepare Boards Report in compliance with Sec 134 and other relevant sections of Companies Act, 2013 including summary of annual report in Form MGT 9.
Every company is required to prepare annual return containing the particulars as they stood on the close of the financial year regarding—
·         Registered office, business activities and particulars of its holding, subsidiary &  associate companies
·         Shares, debentures and other securities and shareholding pattern, indebtedness along with changes therein since the close of the previous financial year
·         Directors, key managerial personnel along with changes therein since the close of the previous financial year
·         Meetings of members, Board and various committees along with attendance details and remuneration of directors and key managerial personnel
·         Penalty or punishment imposed on the company, directors or officers and details of compounding of offences and appeals made against such penalty or punishment. The matters relating to certification of compliances & other disclosures as required.
·         Details of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice
·         Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company E-Form MGT-7
·         The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8. 
Contributed by Pooja Aggarwal

Loading-unloading & packing is a part of GTA for levy of service tax & abatement provisions- CBEC

CBEC vide Circular No. 186/5/2015-ST on 05.10.2015 has provided a clarification regarding chargeability of service tax on ancillary services provided by GTA's in the course of transportation of goods by road.

·         GTA means any person who provides service to a person wrt transport of goods by road.
·         Such service provided is a composite service and includes any ancillary services like loading/ unloading, packing/unpacking, transshipment, temporary storage etc., provided in the course of transportation of goods by road by GTA itself or by sub-contractor.
·         Such single composite service if it is provided in the ordinary course of business, is not to be fragmented into any components as separate services. Thus, a composite service consisting of more than one service would be treated as a single service based on the nature of main or principal service which gives a transaction its essential feature. 
·         The abatement of 70%, as applicable to GTA service, would be available on ancillary services which are provided in the course of transportation of goods by road and the charges for such services are included in the invoice issued by the GTA.

·         If GTA undertakes to deliver the goods within a stipulated time at a particular destination, such service would also be considered as ancillary to GTA service and abatement provisions would be applicable for such services treating ancillary services forming part of GTA services.

Thursday, October 1, 2015

Statutory Compliance Calendar for October 2015

Statutory Act
Applicable Form
Service Tax
Last date for E- payment of Service Tax in case of companies for the month September, for the quarter for others.  
Central Excise
Challan No.GAR-7
Monthly-payment of Central Excise Duties for the previous month –For non SUI units
Income Tax
Challan No.ITNS-281/17
Payment of TDS/TCS deducted/collected in September
Income Tax
Form No.15G,15H, 27C
Submission of Forms received in Previous month to IT Commissioner
ER-1  & ER-2
Return for Non SSI assessees for June , Return for EOUs for Sep
Return by units paying duty > 1 crore (CENVAT + PLA) for Sep

Deposit of DVAT TDS for Sep
Provident Fund
Electronic Challan Cum Return(ECR)
E-Payment of PF for Sep (Cheques to be cleared by 20th)
ESI Challan
Payment of ESI of September
D-VAT-20 & Central
Deposit of VAT & CST for September for Monthly Dealers

Service Tax
Due date for E –Filing of service tax return for half year ended on 30.09.2015
Annual Return, Balance Sheet and Special Resolutions
Annual Return of the company, Balance Sheet, Special Resolutions and Appointment of Auditors to be filed within (15 days for ADT-1 ) 30days of AGM
Income Tax
ITR -03,04,05,06,07
Extended due date for Return of Income and Wealth for others covered under Audit & Companies. ( Other than covered under Transfer Pricing Regulations )

Due date of ITR and TAR for AY 2015-16 extended till 31st October for Whole of the country - CBDT

Yesterday CBDT extended the date for Punjab Haryana and Gujrat but this morning on 1st October 2015 CBDT has issued a press release that the Government has decided  for extension of last date for e-filing returns of income and audit reports u/s 44AB due by 30th September, 2015 till 31st October, 2015 for the whole country,. Necessary order u/s 119 of the Income-tax Act, 1961 are to be issued by CBDT in the due course.