The Ministry of Corporate Affairs has issued circular no. 14/2015 today to extend the due date of filing of Forms AOC-4, AOC-4 XBRL and MGT-7 and relax the additional fees for the forms filed till 30th November, 2015.

The circular is appended below for your kind reference.

General Circular No.14/2015

F.01/34/2013-CLV

No. Government of India

Ministry of Corporate Affairs 

New Delhi 

Dated: 28th October, 2015

To

All Regional Directors,

All Registrar of Companies,

All Stakeholders

Subject: Relaxation of additional fees and extension of last date of filing of AOC-4, AOC-4 XBRL and MGT-7 E-Forms under the Companies Act, 2013

Sir,

In continuation of this  Ministry’s  General  Circular No.10/2015 dated 13.07.2015, keeping in view the request received from various stakeholders, it has been decided to relax the additional fee payable on forms AOC-4  and AOC-4   XBRL  upto  30th  November, 2015.

The additional fee requirement for MGT-7 E-Form is also relaxed for all such forms filed till 30th November, 2015, wherever additional  fees  is  applicable.

2. This issues with the approval of competent authority.

Yours Faithfully,

(K.M.S. Narayanan)

Assistant Director

Tel:+911123387263

Extension of Date for Filing e-Form CRA-2:
As per rule 6 (2) of the Companies (Cost Records and Audit) Rules, 2014, companies are required to inform appointment of cost auditor to the Central Government by filing e-Form CRA-2, within a period of thirty days of the Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year, whichever is earlier. Considering delay in availability of e-Form CRA-2 on the MCA website, the Ministry has extended the date of filing of the e-Form CRA-2 up to 31.01.2015 without any penalty. The e-Form CRA-2 will be made available on the MCA website shortly. And companies which have filed e-From 23C for appointment of Cost Auditor for the financial year 2014-15 need not file e-Form CRA-2 afresh for the financial year 2014-15 (General Circular No. 42/2014 dated 12.11.2014).

Cabinet Clears the Companies (Amendment) Bill, 2014:
The Union Cabinet approved the introduction of the Companies (Amendment) Bill, 2014 in Parliament to make certain amendments in the Companies Act, 2013. The Bill seeks to amend 21 provisions (covering 14 issues). The Bill proposes to address some issues raised by stakeholders and facilitate ease of doing business in the country. Important amendments proposed in the Act are as follows: Omitting requirement for minimum paid up share capital  at  the time of incorporation; prescribing specific  punishment for non-repayment of deposits by companies; prohibiting public inspection of Board resolutions filed in the Registry; including provision for writing off past losses/depreciation before declaring dividend for the year; enabling provisions to prescribe thresholds beyond which fraud shall be reported to the Central Government; bail restrictions to apply only for offence relating to fraud under Section 447; winding up cases to be heard by 2-member Bench instead of a 3-member Bench; and Special Courts to try only offences carrying imprisonment of two years or more etc.

Company Law Settlement Scheme, 2014:
The Ministry of Corporate Affairs has further extended the 'Company Law Settlement Scheme 2014 (CLSS-2014)' up to 31.12.2014. CLSS-2014provides a one-time opportunity for defaulting companies to file their annual statutory documents, with granting immunity from prosecution and reduced fee (General Circular No. 44/2014 dated 13.11.2014).

Companies General Rules and Forms (Amendment) Rules: 

The Government of India has amended the Rule 12A of the Companies (central Government's) General Rules and Forms, 1956, changing the nomenclature of 'Joint Director (Accounts)' to 'Joint Director' (Notification G.S.R. 815(E) dated   17.11.2014).

11thNational Awards for Excellence in Cost Management:
The Institute of Cost Accountants of India (ICoAI) organised "11thNational Awards for Excellence in Cost Management- 2013" on 25.11.2014 in New Delhi. The Hon'ble Union Minister of State for Finance Shri Jayant Sinha, who graced the occasion as Chief Guest, presented the awards to 22 companies for excellence in cost management practices. Shri M.J. Joseph, Additional Secretary, Ministry of Corporate Affair, graced the occasion a Special Guest and addressed the gathering.

Other Updates:

Do you want to start an Indian Company?
Apply for the name of the company to be registered by filing Form INC-1 for the same. After that depending upon the proposed company type file required incorporation forms listed below.

Form INC-7 or Form INC-2 : Form INC-7 for Application for incorporation of a company (Other than OPC) or Form INC-2 for Application for Incorporation of OPC.

Form INC-22 : Notice of situation or change of situation of registered office based on the option chosen in Form INC-7.

Form INC-22 is to be filed within 30 days from the date of Incorporation of OPC (If the registered address is different from the address given in Form INC-22) or other than OPC (if not filed earlier).

Form DIR-12: Particulars of appointment of directors and the key managerial personnel and the changes among them. This form is to be filed by OPC in case promoter is not the sole director or there are more than one director in an OPC.

Do you want to register a Part I Company?
In order to register Part I Company, applicant is required to file Form INC-1 for name availability. After approval of the same, applicant is required to file Form No. URC-1 along with filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be

Do you want to register a Section 8 Company?
To register a section 8 company, applicant is required to file Form INC-1 for name availability. Once the name is approved/made available, there is a further requirement of obtaining a license for a Section 8 Company, for which Form RD-1 is to be filed in order to obtain a license for such company. After obtaining license number, applicant can proceed further to incorporate a company by filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be.

Do you want to start a Foreign Company?
Any foreign company can establish its place of business in India by filling Form FC-1 (Documents delivered for registration by a foreign company). The eForm has to be digitally signed by authorized representative of the foreign company.

There is no need to apply and obtain DIN for Directors of a foreign company but the DSC of the authorized representative is mandatory, which again is not required to be registered on MCA Application.

Features of a private company:

1. A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed by its articles,

2. Restricts the right to transfer its shares, if any,

3. Minimum number of members two,

4. Limits the number of its members to fifty,

5. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,

6. Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives,

7. Minimum number of directors two.

Compliances to be adhered to by a Private Limited Company Features of a private company:
1.A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed
by its articles,
2.Restricts the right to transfer its shares, if any,
3.Minimum number of members two,
4.Limits the number of its members to fifty,
5.Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,
6.Prohibits any invitation or acceptance of deposits from persons other than its members, directors or
their relatives,
7.Minimum number of directors two

Compliance:

1. Need not hold a statutory meeting. File statutory report (Form 22) with the Registrar.

2. Intimation of the details of Director Identification Number (DIN) to Registrar in Form DIN-3.

3. Every company shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position.

4. Every company having a paid up share capital of Rs. 2 crores or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India.

5. U/S 383 A (1), every company which is not required to employ a whole time secretary and has a paid up share capital of Rs 10 lakhs or more shall file with the ROC a compliance certificate from a secretary in whole time practice.

Holding of various Meetings under Companies Act, 1956

Since the Company is a separate legal entity, the decisions are taken in democratic way. Decisions in case of a Company are taken at two levels i.e. decisions by Board of Directors and Decisions by the Members in General Meetings.

Check whether in all meetings notice along with agenda was served, quorum was present, previous minutes got confirmed, minutes entered into minutes book and signed.

Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors, to be kept by making within 30 days of the conclusion of every such meeting. Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed.

Board Meeting (BM)

i At least one meeting in every 3 calendar months and at least four such meetings shall be held every calendar year.

ii At first BM of the company these typical resolutions for election of chairman, constitution of the Board, first F.Y. of the company, appointment of first auditors, appointment of Secretary, Cost auditor, opening of bank account, adoption of common seal, registered office of the company, particulars of directors and general notice of interest, allotment of shares to subscribers to memorandum are passed.

iii Minutes of the meeting will be signed by the chairman of the said meeting or by the chairman of the next succeeding meeting.

Annual General Meeting (AGM)

i Every Company shall hold an Annual General Meeting each year.

ii A company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation.

iii Shall hold a BM before the AGM to approve the B/S, P&L, agenda and notice of the AGM.

iv There should not be a gap of more than 15 months between two Annual General Meetings.

v AGM is held within 6 months from the closing of the financial year i.e. by 30th September.

vi Closure of register of members or debenture holders.

vii 21 days clear notice to all the members of the company should be given.

viii The Ordinary Business at the AGM involves adoption of audited accounts of the Company, report of directors and auditors, appointment of Directors liable to retire by rotation (only in case of Limited Companies), declaration of dividend, if any and to appoint auditors and to fix their remuneration.

ix Minutes of the AGM will be signed by the chairman of the same meeting within the thirty days.

Extra-ordinary General Meeting (GM)

i The Meeting of the members of the Company other than the AGM.

ii Recording minutes of the general meeting.

 Monthly calendar of compliance

1. Change in Authorised / Paid up Capital of the Company.

2. Entering into new business / Partnership.

3. Alteration of memorandum and articles of association of the Company.

4. Further issue of shares.

5. Issue of shares to the Directors / employees of the Company.

6. Buy Back of shares of the Company.

7. Subdivision of face value of the shares of the Company.

8. Shifting the registered office of the Company from one place to other (within municipal limits / from 1 ROC to other in same state / from 1 state to other.)

9. Place of keeping and inspection of registers, keeping registers at place other than registered office.

10. Appointment or change of the Statutory Auditors of the Company.

11. Change in name of the Company.

12. Investment in share / other securities/ giving Loans to other Companies.

13. Declaration of Dividend / Issue of Bonus Shares.

14. Appointment of Director and removal of Directors.

15. Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.

16. Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.

17. Creation/modification/satisfaction of charges.

18. Executing the documents under the common seal of the Company.

19. Sale or purchase of the fixed assets of the Company.

20. Appointment of sole selling / sole buying agents.

21. Compromise/merger/arrangement/amalgamation of the Company.

22. Appointment of secretary/cost auditors.

Step 1 : Application For DIN; Step 2 : Acquire/ Register DSC; Step 3 : New User Registration; Step 4 : Incorporate a Company

To register a company, you need to first apply for a Director Identification Number (DIN) which can be obtained by filing eForm for acquiring the DIN. You would then need to acquire your Digital Certificate and register the same on the portal. Thereafter, you need to get the company name approved by the Ministry. Once the company name is approved , you can register the company by filing the incorporation form depending on the type of company

Step 1: Application For DIN

The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified.

You need to file eForm DIN-1 in order to obtain DIN. To get more information about the same click Director Identification Number

Step 2: Acquire/ Register DSC

The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies under MCA21 e-Governance programme are required to be filed with the use of Digital Signatures by the person authorised to sign the documents.

Acquire DSC -A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000.

Register DSC -Role check for Indian companies is to be implemented in the MCA application. Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with MCA. To know about it click Register a DSC

Step 3 : New User Registration

To file an eForm or to avail any paid service on MCA portal, you are first required to register yourself as a user in the relevant user category, such as registered and business user. To register now click New User Registration

Step 4 : Incorporate a Company

Apply for the name of the company to be registered by filing Form1A for the same. After that depending upon the proposed company type file required incorporation forms listed below.

Form 1 : Application or declaration for incorporation of a company

Form 18 : Notice of situation or change of situation of registered office

Form 32 : Particulars of appointment of managing director, directors, manager and secretary and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/ or undertaking to take and pay for qualification shares

Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. To know more about e-Filing process click "All About e-Filing"

In order to carry out e-Filing on Companies/LLPs, you have facility to download the e-Form and fill it in an offline mode. Every form has the facility to pre-fill the data available in MCA21 system. Once the e-form is filled you would need to validate the e-form using Pre-scrutiny button. You would then have to affix the relevant digital signatures and save the form. You would need to be connected to the internet to carry out the pre-fill and pre-scrutiny functions. The step by step process is given below. The filled up e-Form as per relevant instruction kit needs to be uploaded on the MCA21 portal. On successful upload, the Service Request Number (SRN) would be generated and you would be directed to make payment of the statutory fees. The step by step process is given below. Once the payment has been made the status of your payment and filing status can be tracked on the MCA portal by using the ‘Track Your Payment Status’ and ‘Track Your Transaction Status’ link respectively.

How to file paper attachments with the E-form?

You have to first get the paper attachments scanned and saved as a soft copy in PDF format. Then attach the same in the attachment section of the eForm by clicking the appropriate 'Attach' button.

How to upload/ submit the scanned documents?

You can upload / submit the scanned documents by attaching the same with the e-form and submitting on the MCA Portal.

How to ensure that the size of scanned PDF documents is not excessive?

To ensure that the size of scanned PDF document is within the permissible size limits, it is recommended that scanning should be done in ‘black & white’ mode at 200 dpi resolution and should not exceed 2.5 MB.

How to sign an e-form?

An e-form can be signed by the authorized signatory/ representative using the Digital Signature Certificate (DSC). Click the red colour signature box in the e-form to affix the digital signature. To avoid increase in size of the e-form beyond permissible limit of 2.5 MB, always affix the DSC using the 'Sign and Save As' option.

How to make payment electronically?

Payments can be made electronically through credit card/Debit Cards or Internet Banking. During the e-Filing process, the system will prompt you to make payment. You can choose the mode of payment and make the payment accordingly.

How to make offline payment?

If you are not having a credit card or Internet banking facility, you can make payment at the counter of an authorized bank through the pre-filled challan generated by the system after e-Filing.

Payments of value above Rs. 50,000, stakeholders would have the option either to make the payment in electronic mode, or paper challan. However such payments would also be made in electronic mode w.e.f .1st October’2011.)

For the purpose of collection of payments numerous branches in all major cities and towns of the following five Banks have been authorized: 

Details of the branches of the above banks offering this facility are given on 'List of Authorized Banks' link on the MCA21 portal.

On Successful e-Filing and payment you can view the status of your transaction using the “Track your transaction status” link and you would be required to enter the SRN no. Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. In case the status is other than approved , you would need to take the necessary action as detailed below:

Is the Transaction status of your SRN ‘Required Resubmission’?

In this case you are required to re-submit your eForm to rectify the defect(s)/ incompleteness pointed out by the concerned MCA office, before the due date mentioned in the status of your SRN. If you fail to re-submit your eForm within prescribed period, you will be required to file the eForm afresh with payment of fee and additional fee, as applicable.

Is the Transaction status of your SRN 'Waiting For User Clarification'?

In this case you are required to file eForm 67 (Addendum), to rectify the defects pointed out or furnish further information/ document(s) called for by the concerned MCA office. As per revised regulation 17, if you fail to furnish requisite information/ document within prescribed period, you will be required to file the eForm afresh with payment of fee and additional fee, as applicable.

Has your SRN being marked as 'Defective'?

In case of STP forms, for example annual forms 20B, 23AC & 23ACA etc, if there is any defect or incompleteness, same is marked by the RoC as ‘Defective’. You are required to file such form afresh after rectifying the defects/ incompleteness with payment of fee and additional fee, as applicable.

Is the Transaction status of your SRN 'Invalid and NBTR'?

In such cases where an eForm has not been re-submitted or the requisite information/ document(s) has not been provided through eForm 67 (Addendum) within prescribed period, the status of SRN is marked as ‘Invalid and Not been taken on record (Invalid and NBTR)’ and in case of an application as ‘Invalid and Transaction cancelled’. You are required to file such form afresh with payment of fee and additional fee, as applicable.

Is the Transaction status of your SRN 'Pending for approval under regulation 17(6)'?

It means that the eForm is pending for the want of requisite approval from Central Government, Regional Director, Company Law Board or any other competent authority.

How to view public documents facility on the MCA portal?

To avail the same you can register yourself on the MCA portal and click on the 'View Public Documents' link to view the documents of the specific companies available for viewing to public pertaining to specific company(s). Once you select the company(s), you will be prompted to make the payment of Rs. 50/- per company. On receipt of the payment, the system will allow you to view the documents pertaining to the selected company from the 'My Documents' link after logging on to the portal. You will be able to view the documents for a period of three hours from the time you start viewing. Documents such as balance sheets, annual returns for the preceding two years and permanent documents like MoA and AoA are available in the digital form for the companies falling under ROC going live on the MCA portal.

How to apply for certified copies of the documents?

You can avail this service by using the Get Certified Copies service. Once you make the necessary payment, your request will be routed to the concerned person.

Common ERRORS committed while availing services on MCA portal:

1.Payment of challan not done before the expiry date:

If payment of challan is not made before the expiry date, the transaction gets cancelled and applicant needs to file the eForm again on MCA portal to generate a fresh challan for payment.

2.Payment of fees (via challan) through other option:

Once a challan is generated, its payment has to be made in an auhorised bank branch. Payment against e-Filing should not be made using any mode of payment on MCA portal e.g. Miscellaneous Fee option, as in such a case the payment made does not get linked with the original Filing Transaction / SRN.

3.Duplicate Payment :

Always check the payment status of original / previous SRN before trying to make payment again for the same transaction. If the payment status is ‘Paid’ do not pay again.

4.Verification of status of e-Filing:

The SRN No. is the key for verification of status of e-Filing. Please note down the SRN generated by the system before making the payment / for the purpose of checking the payment / transaction status.

5.Inspection of public documents:

On confirmation of payment, a link is made available under ‘My documents’ tab to view the documents online. This link will be valid for seven days – you can view these documents anytime within 7 days of appearing those under ‘My Documents’. However, online viewing is provided for continuous three hours maximum, once you begin this activity.

6.eForm version used is not latest:

Always download a fresh eForm for e-Filing from the MCA portal. 

7.Modify or Sign the eForm numerous times which increases the size of the eform:

While signing the eform click on ‘Sign and save as’ option to affix the DSC to keep the size of the eForm minimum. 

8.Uploading eForm in case of “Required Resubmission” :

If the transaction status is “Required Resubmission”, the eForm needs to be filled again correctly and filed against the original SRN. Do not use ‘Addendum’ option as transaction through ‘addendum’ will not be processed against ‘Resubmission’. ‘Addendum’ facility is used for providing additional information, if any, to RoC.

9.Mistaking the status “Required Resubmission” as rejection of the eform and take no action.

If the status of SRN is “Required Resubmission“ then file the eForm again by giving SRN of original filing and uploading eForm by clicking ‘Resubmit’ button, under ‘eForm upload’ link. After re-submission the status of SRN will change and eForm will be available for processing at RoC office. 

10.Wrong particulars in eForms – ensure accuracy while filling following values in the corresponding eForm:

Form 1A

a. Amount of authorized capital ( eg.10 Lacs instead of 1 Lac)

b. Company type, should be either Private or Public

c. State under the jurisdiction of same RoC (eg. Jharkhand instead of Bihar) 

d. Common reasons for rejection of a Company Name

Form 1

a. Company type (e.g. “Part IX Company” or “Producer Company” in place of “New Company” or vice-versa)

b. Company category / sub-category (e.g. “SGC” or “GOI”)

Form 8

a. Date of charge creation / modification

b. Original / Final amount while creation / modification of charge

Form 23

a. Type of resolution (Board / Shareholders / Ordinary / Special resolution type) selection differs from the attachment

Form 5

a. Wrong amount of revised capital

b. Simultaneous filing of multiple eForm 5 for a company before approval of erstwhile form 5 filed. Wait for first eForm’s approval before proceeding with next eForm 5.

Please check the particulars filled in the eform before filing. Once an eform is approved, any wrong information given in the eform cannot be rectified.

11.Update JAVA / Adobe software:

Use only prescribed versions of JAVA / Adobe software, as listed on the portal.

WHY GOVT.CHARGES TAX

 CONSTITUTION

 -----------------------

Concept Of Income

All revenue receipts are taxable unless specifically exempted and All capital receipts are exempt unless specifically taxable.

Income tax act gives inclusive definition of Income  and includes

Generally, Income from transfer of the revenue generating asset (i.e. the right which generates income) will be capital receipt and income from the product arises out of that asset will be revenue receipt.
for Eg.

As per golden rule of income tax we can conclude that all receipts are not assessable to tax. All receipts by an assessee can not necessarily be deemed to be the income of the assessee for the purpose of the income tax and the question whether any particular receipt is income or not depends on the nature of the receipt and scope read with residential status of person.

Definitions

India : includes-
(i) The territory of India (it means the land mass of India and Territorial waters/EEZ means the sea area.)
(ii) Its territorial waters and an area of exclusive economic zone.

Income tax : The direct tax paid by the person whose income is more than maximum exemption limit prescribed

Income Tax Return : Annual statement of income received and taxes paid in Previous F.Y.

Assessee : person by whom tax, penalty, interest etc. payable under Income Tax Act 1961.

Financial Year : 1st April to 31st March

Asssessment year : Year following F.Y. in which assessment of Income & tax is made

Previous year : the financial year immediately preceding the assessment year.

Person : includes seven kinds of persons:-
1. Individual (Individual means a natural person i.e. a male, female, minor, idiot or lunatic)
Analysis-  However the income of a minor is generally included in the income of parent. Assessment of Lunatic or idiot is done through representative assessee.
2. Hindu undivided family (HUF) - HUF has not been defined under the act however it means a family which consist of all persons lineally descended from a common ancestor. (for ex- joint family business)
3. Company - Company includes both Indian company as well as foreign company.
4. Firm - Firm means partnership firm (including limited liability partnership firm) but there must be a partnership deed to assess the income in the name of a firm.
5. Association of persons(AOP) :   If a group of person’s  Works together voluntarily without any partnership deed then it will be called  As AOP.    
6.Body of individuals(BOI) :  If a group of individuals works  together  By operation of law without partner    
7. Local authority - Local authority means a authority which is responsible for the local maintenance of a place falls under his jurisdiction For eg.- Municipal committee of Delhi (MCD), Panchayat, and cantonment board etc.
8. Artificial juridical person (AJP) -Artificial juridical person means a person which is not natural but is a legal person in the eyes of law (ICSI, Delhi University etc.)

PAN CARD : it is issued by the Indian Income Tax department for the purpose of financial identification and Permanent Account Number (PAN), as the name suggests, is a permanent number and does not change during lifetime of PAN holder.

Form 16 : This form carries details of Salary Income and Income tax deducted by employer.

Form 16A : The certificate that mentions TDS on income from sources other than salary.

Form 26AS : Annual Tax statement on Tax information network of Income tax department.

Form 15G : Declaration under section 197A(1) and section 197A (1A) of the Income‐tax Act, 1961 to be made by an individual or Person (not being a company or firm) claiming certain receipts without deduction of tax.

Form 15H : Declaration under section 197A(1C) of the Income‐tax Act, 1961 to be made by an individual who is of the age of sixty years or more claiming certain receipts without deduction of tax.

TDS/TCS REMITTANCE DUE DATES

Due date for depositing Advance tax