Clarification on Form ADT - 1

Form ADT-1 is available for filing w.e.f 20th Oct 2014. ADT-1 should not be filed as attachment to Form GNL-2. 

Resolution for approval of accounts and Directors' Report for FY 2013 -14

APPROVAL OF ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2014.

“RESOLVED THAT the Balance Sheet as on March 31, 2014 and the Profit and Loss Account for the year ended on that date together with the Schedules and Annexures appended thereto as circulated among the members of the Board be and are hereby considered, adopted and approved."

"RESOLVED FURTHER THAT any two Directors of the Company be and are hereby authorised to sign the Annual Accounts on behalf of the Board and the same be sent to the Statutory Auditors of the Company for their report thereon.”

"RESOLVED FURTHER THAT Mr.………………, Director of the Company, be and is hereby authorised to file a certified copy of this resolution in Form No. MGT - 14 with the Registrar of Companies, Mumbai, within 30 days of its passing and to do all  acts, deeds, matters and things as may be necessary to give effect to this Resolution.”

APPROVAL OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2014

"RESOLVED THAT the draft Directors’ Report for the financial year 2013-14 as placed on the table of the meeting be and is hereby considered and approved.

RESOLVED FURTHER THAT any two Directors of the Company be and are hereby authorised to sign the same on behalf of Board of Directors.”

"RESOLVED FURTHER THAT Mr.………………, Director of the Company, be and is hereby authorised to file a certified copy of this resolution in Form No. MGT - 14 with the Registrar of Companies, Mumbai, within 30 days of its passing and to do all acts, deeds, matters and things as may be necessary to give effect to this Resolution.”

Format - Certificate from the Auditor for the proposed appointment in the AGM

(a) In case an auditor is an individual:

                                                       

  On the letterhead of the Auditor

To,

The Board of Directors,

Dear Sir,

Subject:  Certificate for the proposed appointment in the ensuing Annual General Meeting 

With respect to the proposed appointment as the Auditor of the Company in the ensuing Annual General Meeting of the Company as per Section 139(1) of the Companies Act, 2013 and Rule 4 (1) of Companies (Audit & Auditors) Rules 2014, I certify that:

(a) I am eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder;

(b) the proposed appointment is as per the term provided under the Act;

(c) the proposed appointment is within the limits laid down by or under the authority of the Act;

(d) there is no  list of proceedings pending against the me with respect to professional matters of conduct.

I further certify that I satisfy all the criteria provided under section 141 of the Act.

Thanking You.

Yours Faithfully,

For ____________.

Chartered Accountants

(______________)

Membership No.______

Date:

Place:

(b) In case an auditor is a firm:

                                                              On the letterhead of the Auditor

To,

The Board of Directors,

Dear Sir,

Subject:  Certificate for the proposed appointment in the ensuing Annual General Meeting 

With respect to the proposed appointment of the firm as the Auditor of the Company in the ensuing Annual General Meeting of the Company as per Section 139(1)of the Companies Act, 2013 (Act) and Rule 4 (1) of Companies (Audit & Auditors) Rules 2014, we certify that:

a) the firm is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act 1949 and the rules or regulations made there under;

b) the proposed appointment is as per the term provided under the Act;

c) the proposed appointment is within the limits laid down by or under the authority of the Act;

d) there is no list of proceedings pending against the audit firm or any partner of the audit firm with respect to professional matters of conduct.

We further confirm that the firm satisfies all the criteria provided under section 141 of the Act.

Thanking You.

Yours Faithfully,

For ____________.

Chartered Accountants

(______________)

Membership No.______

Firm Registration No.: _______

___________________

                                                            

Date:

Place:

Steps for striking the name of the Company off the Register under Section 560 of the Companies Act, 1956

Steps for striking the name of the Company off the Register under Section 560 of the Companies Act, 1956

1.      Hold a Board Meeting after giving notice to all the Directors and pass resolutions for making application for striking the name of the Company off the Register and for closure of Company’s current account(s).

2.      Make an application to the Bank(s) for closure of current account along with certified true copy of board resolution for closure of bank account. Surrender cheque book and other things to the bank. Ask for bank statement upto closure of the current account.

3.      Handover bank statement to the Statutory Auditor or Chartered Accountant for preparation of Statement of Accounts. The statement of accounts prepared as on date shall not be prior to more than one month preceding the date of filing of application in Form FTE.

4.  Once statement of accounts is prepared and signed, prepare affidavit and indemnity bond as per the requirements of FTE guidelines.

5.      File form FTE with the concerned Registrar of Companies together with all the attachments.

6.     The list of companies which have applied for striking off their name from the Register under the Fast Track Exit will be displayed on MCA21 portal. In case any stakeholder has any objections to the same, he/she may raise such objection to the concerned ROC Office within 30 days from the date of filing Form FTE.

LLP of Practicing Company Secretaries allowed Annual Return Certification and Secretarial Audit

LLP of Practicing Company Secretaries allowed Annual Return Certification and Secretarial Audit

Dear Professional Colleagues,

You are aware that the members in practice were allowed to carry out non-attestation services through Limited Liability Partnership.  Subsequently, there had been repeated requests to permit them to render attestation services also. 
I am pleased to inform that the Council in its meeting held on 24.8.2014 at Kolkata decided to allow Limited Liability Partnerships having all Practicing Company Secretaries as its partners to carry out Annual Return Certification and Secretarial Audit with effect from 1^st September, 2014. 
One of the objectives of the Companies Act, 2013 is governance through self-regulation and the professionals like us have to play a significant role in ensuring the process of self-regulation in the desired manner. It becomes a sacrosanct duty for us to uphold cherished values by adhering to prescribed standards and practices and exercising due care and diligence. Let’s commit ourselves in all full measure for total compliances and in the process, distinguish ourselves.

Income tax slabs for AY 2015 - 16 (FY 2014-15)

Income Tax Slab for A.Y. 2015-16 (F.Y. 2014-15) For individual resident aged below 60 years

S. N.	Income Tax slabs	Tax rates
1	Where the total income does not exceed Rs. 2,50,000/-	Nil
2	Where the total income exceeds Rs. 2,50,000/- but does not exceed Rs. 5,00,000/-	10% of the amount by which the total income exceeds Rs. 2,50,000/-
3	Where the total income exceeds Rs. 5,00,000/- but does not exceed Rs. 10,00,000/-	Rs.25,000 + 20% of the amount by which the total income exceeds Rs. 5,00,000/-
4	Where the total income exceeds Rs. 10,00,000/-	Rs. 1,25,000 + 30% of the amount by which the total income exceeds Rs. 10,00,000/-
	Surcharge will be applicable @ 10% when total taxable income is over 1 crore
	3% Education Cess, Secondary & Higher Education Cess will be applicable on income tax & surcharge

REVISED EXPOSURE DRAFTS OF SECRETARIAL STANDARDS WITH RESPECT TO GENERAL AND BOARD MEETINGS

The Secretarial Standards Board (SSB) of the Institute of Company Secretaries of  India (ICSI) had revised its Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) as per the new Act and Rules thereunder and hosted the Exposure Drafts thereon for public comments on its website. Many stakeholders expressed their inability to comment on the Standards owing to the busy season in the financial year & implementation of new law and requested
SSB / ICSI to extend the time-frame for comments. In the light of this and based on the public comments and suggestions already received from various quarters on the earlier Exposure Drafts, SSB has now once
again brought out Revised Exposure Drafts of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

(Last Date for comments: June 30, 2014) 


To download and provide suggestion on the draft Secretarial Standards please follow the link: http://14.140.246.74:8088/

Approach paper on draft SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014

SEBI on Monday (May 5, 2014) proposed a new set of rules that would require greater disclosures by companies and give more power to stock exchanges to check non-compliance.

The proposed norms, to be called SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014, would need to be followed by all listed companies, as also for listing of debentures, bonds and mutual funds on stock exchanges. The final norms, which would be framed after taking public comments, would replace the existing provisions for Listing Agreements that currently act as a contract between a stock exchange and the entity seeking to list on its platform. The Sebi has sought public comments on the proposed norms by May 30, 2014.

Sebi has brought in provisions related to powers of bourses in case of non-compliance by listed entities, empowering bourses to impose penalties on entities for violations, listing and disclosure requirements for mutual funds, among others.

"The stock exchange shall, in case of non-compliance with provisions of these regulations, initiate appropriate action against the listed entity, including levying of fines, suspension, freezing of promoter shareholding etc, as specified by the Board through circulars or guidelines issued in this regard from time to time," the draft norms said. "The stock exchange shall revoke suspension, unfreeze promoter shareholding etc, of the listed entity in the manner as directed by the board from time to time," it added.

The new rules would include provisions related to the revised corporate governance framework, such as requirement by companies to get shareholders' approval for related party transactions, setting up a whistleblower mechanism, elaborate disclosures on pay packages and requirement of at least one woman director on company boards.

The draft norms are also likely to include rules that would require entities to give prior intimidation about fundraising events such as preferential issue and debt issue as well as file an annual information memorandum.

Sebi said that in order to ensure uniformity in disclosure norms, additional requirements have been made applicable to Small and SMEs as well.

These include related party disclosure and disclosure requirements while preparing the financial results.

"In order to ensure uniformity in disclosure requirements, the provisions of various clauses of equity listing agreement have also been made applicable to SMEs," Sebi said.

Moreover, the proposed rules may also be made applicable to non-convertible debt securities and non-convertible redeemable preference shares.

According to Sebi, "policy changes" are being proposed separately with respect to financial results "by following a consultative process". The same would be included in draft regulations once the process is completed.

Meanwhile, Sebi said norms with respect to allotment, refund and payment of interest, book closure date, requirement of 1% security deposit, submitting multiple copies of documents to stock exchange, among others, may not be included in the new listing norms as they are either redundant or would be incorporated in separate set of regulations.

The approach paper on draft SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014 can be found at below link:

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1399287057388.pdf

Thanks & Regards,

CS Monali SHAH | Practicing Company Secretary | Monali Shah & Co.

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