NCLT impose penalty on company for non appointment of CS

M/s CARMEL ASIA HOLDINGS PRIVATE LIMITED WAS ASKED TO PAY A COMPOUNDING FINE OF Rs 4,72,675 for Not Appointing Company Secretary

Bangalore NCLT has made remarkable verdict where it ordered to pay a compounding fee of Rs 4,72,875 for Not Appointing Company Secretary .

Image result for ncltThe Company approached the erstwhile CLB and the present NCLT , Bangalore to compound the offence committed by it under section 383A for not appointing company secretary under section 383 A of the Companies Act ,1956. (Section 203 of Companies Act 2013)

It was argued by the petitioner company that even though it had appointed many company secretaries , they left the company in search of green pastures.

The Practicing Company secretary of the Company has informed the NCLT that the petitioner company is a subsidiary of M/s Sandur Power Company Limited and did not have adequate business activities and due to limited exposures , the appointed company secretaries are leaving the company in a short period. As such , the company is not able to get full time secretary during the intervening period.

It reflects that Petitioner Company has taken reasonable efforts to comply with the provision of the section 383 A of the CA 1956 but could not get a Company Secretary for the continuous period.

383A. Certain companies to have secretaries (1) Every company having such paid-up share capital as may be prescribed (Rs. 5 crores) shall have a whole-time secretary and where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company: Provided that every company not required to employ a whole-time secretary under sub-section (1) and having a paid-up share capital of 10 lakh rupees or more shall file with the Registrar a certificate from a secretary in whole-time practice in such form and within such time and subject to such conditions as may be prescribed, as to whether the company has complied with all provisions of this Act and a copy of such certificate shall be attached with Board’s Report referred to in Section 217.

It is to be noted that argument by the company that it took earnest efforts to appoint a company secretary and is using the services of a practicing company secretary was not accepted by the NCLT , Bangalore.

Image result for Tribunal orderNow , the available company secretaries has touched the land mark trend of 50000 numbers , companies in India cannot argue that adequate company secretaries are not available for employment and they are taking earnest efforts to find a company secretary or using the services of a practicing company secretary.

There are lot of company secretaries who have qualified recently are find it difficult to sit in a job and they are jobless. They are vexed to blame themselves for successfully completing the company Secretaries course.

If any member finds that a company avoids to fill in a company secretary position , they can bring it to the notice of concerned Registrar of Companies.

NCLT , Bangalore decision is a land mark decision and it is an eye opener for those erring companies which has not appointed a company secretary.

Click here to read final order

Company Closer Through Fast Track Exit Process

What is Fast Track Exit (FTE)?

fast-track-signFast Track Exit (FTE) is one of the quick ways to shut down a company, when it is non-operational over a period of time. In its place, under the Companies Act, 2013 has brought in a process called Removal of Names of Companies from Register (Section 248 of Companies Act, 2013), with effect from 26 December 2016.

On 26 December 2016, Ministry of Corporate Affairs (MCA) issued a Notification notifying Section 248, 249, 250, 251 and 252 of Companies Act, 2013 (Chapter XVIII). This chapter deals with Removal of Names of Companies from Register of Companies.

A company can apply for a shut down under the new process when:

  1. A company has failed commence business within one year of incorporation,
  2. The subscribers to MOA have not paid the subscription amount within 180 days and no declaration filed to this effect,
  3. Not carrying any business or operation for a period of two years (earlier it was one year) and has not sought to call itself a dormant company,
  4. When a company voluntarily wants to shutdown, it can, after clearing all its liabilities, by obtaining consent of at-least 75% of shareholders in terms of paid-up capital.

shutterstock_296968973Which type of Companies are not covered under FTE mode-

  1. listed companies,
  2. companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
  3. vanishing companies;
  4. companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation  are pending in the Court;
  5. companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
  6. companies against which any prosecution for an offence is pending in any court;
  7. companies whose application for compounding is pending before the competent authority for compounding the offences committed by the  company or any of its officers in default;
  8. companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same.
  9. companies having charges which are pending for satisfaction; and
  10. companies registered under section 25 of the Companies Act, 1956 or section 8 of CA, 2013.

company-shut-downApplication for removal of name of Company

  1. An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of INR 5000. along with an Indemnity Bond from directors, Statement of Accounts certified by a chartered accountant, Affidavit from directors, Shareholders special resolution signed by every director, a statement that there are no pending litigations involving the company.
  2. The registrar on receipt of application shall examine the same and if application found in order, it shall intimate to all the directors at the address on record.
  3. ROC will further intimate and seek objections if any, from income tax, central excise, service tax authorities. There is a time line of 30 days within which such authorities has to respond and if no response is received, then it is presumed that such authorities do not have any objection.
  4. Based on the company’s business, such as NBFC, insurance, housing finance, collective investment schemes, asset management companies, then ROC requires a no-objection certificate from the applicable regulatory bodies.

The attachments to Form STK-2 are as follows:-

The application in Form STK 2 shall be accompanied by –

  1. Indemnity bond duly notarised by every director in Form STK 3;
  2. a statement of accounts containing assets and liabilities of the company made up to a day, not more than  thirty days before the date of application and certified by a Chartered Accountant;
  3. An affidavit in Form STK 4 by every director of the company;
  4. a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent  of the members of the company in terms of paid up share capital as on the date of application;
  5. a statement regarding pending litigations, if any, involving the company.

Dissolution of the Company:

The notice of striking off the name of the company from the register of companies and its dissolution to be published in the Official Gazette in Form STK 7 and the same shall also be placed on the official website of the Ministry of Corporate Affairs by the ROC

Note. Sample of Form STK-2 and STK-3 are also attached to this articles, blogger can also get help of that.

 Click here to download STK – 3 | Click here to download form STK -2

 

Know Your Bank Notes

Currency notes reflect the nation’s rich and diverse culture, her struggle for freedom and her proud achievements as a nation.

With a view to bringing the identity closer to the cultural heritage of the country as also for showcasing her scientific advances, a new series of notes in a new design is being launched.Image result for rs 500 note

The new design bank notes are distinctly different from the current Mahatma Gandhi Series of bank notes in colour, size and theme. The theme of the new series notes is India’s heritage sites.

A few new other elements added in these notes are numerals in devnagari and the logo of Swachh Bharat. The new notes also have design elements in myriad and intricate forms and shapes.

Image result for rs 2000 noteWhile the security features in the current series of bank notes, such as water mark, security thread, latent image of denomination numeral, denomination numeral in colour shifting ink, number panels, see through register, electro-type, bleed lines, etc., continue to remain, their relative positions may have changed in the new design notes.

Rs 2000 NOTE

Rs 500 NOTE

Exchange Limit Increased – RBI

New Limits

  • ATM Withdrawal – Rs 2500
  • Exchange Limit – Rs 4500
  • Withdrawal Through Cheque – Rs 24000 (Per Week)

The decision came after the Finance Ministry reviewed the position regarding availability and distribution of all denomination of bank notes.

Furthermore, banks have been advised to increase the issuance and use of mobile wallets and debit/credit cards as also to provide them to those customers and establishments not having access to these non-cash means of payment and the last date for submission of the annual life certificate for the government pensioners, which is to be submitted in November every year, has been extended up to January 15.

Request form for currency exchange (Rs 500 & Rs 1000)

Image result for Currency ExchangeThere are chances that you may not get printed forms which are necessary to exchange your notes or you can save time to fill them by standing in bank / queue by printing & filling the currency exchange form pdf file.

So simple suggestion is to take printout of above PDF, fill in advance at home and then approach bank.

  • Option 1 : Exchange old notes
    At a time you can exchange 4000 Rs only, i.e. four 1000 Rs notes or 8 500 Rs notes or combination of them to maximum 4000 Rs, per day.
  • Option 2 : Deposit old notes to your bank account
    No limit for value or quantity of old bank notes to be credited to the bank account maintained by that person (KYC norms must be complete for the bank account).

3 more days to use Rs 500 and Rs 1000 Notes

Image result for PublicGovt extends use of old Rs 500, Rs 1,000 notes to pay utility bills by another 72 hrs. In a move to assuage frayed nerves, the Central government on Friday extended the use of old Rs 500 and Rs 1000 notes for paying public utility bills such as:-

  • Electricity bills,
  • Property taxes, and
  • Water bills by another 72 hours.
  • While withdrawing Rs 500 and Rs 1,000 notes from the night of November 8-9, the government had allowed use of the old currency at government hospitals, railway ticketing, public transport, airline ticketing at airports, milk booths, crematoria/burial grounds and petrol pumps for 72 hours. This list was later expanded to include payments for metro rail tickets, highway and road toll, purchase of medicines on doctor prescription from the government and private pharmacies, LPG gas cylinders, railway catering, electricity and water bills and ASI monument entry tickets.
  • Public utility bills include only household bills. Court fee will also be allowed to be paid in old 500 and 1,000 rupee notes. Old Rs 500, Rs 1000 notes will be accepted for payment of fees, charges, taxes, penalty to central and state governments, including municipalities and local bodies. Such old notes will also be accepted for payment of
    utility charges like water and electricity. The official said while the old notes were allowed to be accepted for highway toll payment, the Ministry of Road Transport and Highways has freed national highways of any toll charges till November 14.