Category Archives: Companies Act 2013

NCLT ORDER 2 Lacs penalty for accounts not legibly scanned

NATIONAL COMPANY LAW TRIBUNAL
NEW DELHI BENCH
NEW DELHI
C.P.NO. 16/119/16
CA. NO.
PRESENT: SMT. INA MALHOTRA
Hon’ble Members (J)

 

NATIONAL COMPANY LAW TRIBUNAL
NEW DELHI BENCH
NEW DELHI
C.P.NO. 16/119/16
CA. NO.
PRESENT: SMT. INA MALHOTRA
Hon’ble Members (J)

ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF NEW DELHI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 7.10.2016
NAME OF THE COMPANY: M/s MVM Metal and Alloys Pvt. Ltd.
SECTION OF THE COMPANIES ACT: 621A

ORDER

The petitioner company, which was incorporated on 29.05.2007, has filed the present compounding application having been charged with the offence under section 220 of the Companies Act, 1956. Though the company filed its annual report for the financial year 2011-12 along with Board’s report dated 01.09.2012 during its scrutiny it was observed that the financial accounts for the year ending 2011-12 were not legible and hence not accepted.
2. It is submitted by the petitioner that the alleged non compliance was totally unintentional and without any malafide intention, on account of bad quality of scanning. On being put to notice, physical copies were submitted in the office of the RoC.
3. The offence is punishable u/s 162 of the Comapanies Act, 1956 which provides for an imposition of fine whcih may extend to Rs. 500/- for each day’s default.
4. Accordingly, the office of the Roc has calculated and recommended the imposition of the maximum fine of Rs. 5,83,500/– on the petitioner company and its three directors till resubmission of the documents in hard copy on 03.12.2013.
5. As per the report, prosecution has not been initiated.
6. Given the facts of the case as there is no legal impediment in compounding, the offence and the fact that the said default appears to be unintentional, it would be sufficient to impose a fine of Rs. 50,000/- on each of the petitioners, i.e. the company and its below mentioned three directors. Accordingly, the fine is imposed as under for the entire period of default.
Name of the Applicant Penalty
M/s. M V M Mettal & Alloys Pvt. Ltd. Rs. 50,000/-
Mr. Vijay Singla, Director Rs. 50,000/-
Mr. Ajay Budhiraja, Director Rs. 50,000/-
Ms. Pooja Gupta, Director Rs. 50,000/-
Total Rs. 2 Lacs

7. Subject to the remittance of the aforesaid fine within 30 days, the offence shall stand compounded. Compliance Report be placed on record with due intimation to the office of the RoC.
8. Petition stands disposed off in terms of the above and consigned to Record Room.

small company big company cash flow companies act 2013

BIG Company = Cash Flow cash flow

Small Co Sec 2 (85) as per Co act 2013 ‘‘small company’’ means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees or such
higher amount as may be prescribed which shall not be more than five crore
rupees; or
(ii) turnover of which as per its last profit and loss account does not
exceed two crore rupees or such higher amount as may be prescribed which shall
not be more than twenty crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;

Small Company

Big Company

Private Co Public CO
Paid Up Capital Up To or Less Than 50 Lacs Paid Up Capital More than 50 Lacs
Turnover upto 2 Cr and Less Than 2 Cr Turnover More Than 2 Cr
Both Paid and Turnover Condition Must be Satisfied Any Condition Paid and Turnover be Satisfied

Cash Flow

Definition 2(40)

 “financial statement” in relation to a company, includes— (i) a balance sheet as at the end of the financial year; (ii) a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year; (iii) cash flow statement for the financial year; (iv) a statement of changes in equity, if applicable; and (v) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv) Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement; It means all the companies whether private or public needs to include cash flow statement in its financial statement except the One Person Company, small company and dormant company. Now we have to check the definition of One Person Company, small company and dormant company
Not applicable to Applicable to
Small Co Public
OPC Listed
Dormant XBRL
BIG
Format Since the Companies Act, 2013 does not lay down any format for preparation of cash flow statement, companies will need to follow AS 3 in this regard. In respect of listed companies, the listing agreement requires the indirect method for preparing cash flow statements. Thus, under the Companies Act, 2013, non-listed companies will have a choice of either applying the direct or indirect method under AS 3 to prepare the cash flow statement. Due to the listing agreement requirement, that choice will not be available to listed companies

Private company can accept unsecured loans even from a relative of director without any limit 15-09-2015

Private company can  accept unsecured loans apart from director even from a relative of a director of the company without any limit…

Without any upper limit of amount,  private company can  accept unsecured loans apart Relative Companies Act 2013from director even from a relative (as per definition) of a director of the company with simple declaration saying the relative has not borrowed same from others.

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Companies (Indian Accounting Standards) Rules, 2015 MCA 16-02-2015 39

Companies (Indian Accounting Standards) Rules, 2015

The Ministry of Corporate Affairs has issued a Notification dated 16th February, 2015 MCA 21 Accounting Standardand has notified the road map for the applicability of the Indian Accounting Standards (Ind AS) for compliance by the class of companies specified in the said roadmap.

Date 16-02-2015
No of Accounting Standard 39
Rule The Companies (Indian Accounting Standards) Rules, 2015

Thirty Nine (39) Indian Accounting Standards shall continue to comply with Accounting Standards as prescribed in the Companies (Accounting standards) Rules, 2006.

 

Companies (Indian Accounting Standard) Rules, 2015

Notifications Description
G.S.R dated 16 Feb 2015 The Companies (Indian Accounting Standards) Rules, 2015.
Indian Accounting Standard (Ind AS) 101 First-time Adoption of Indian Accounting Standards
Indian Accounting Standard (Ind AS) 102 Share-based Payment
Indian Accounting Standard (Ind AS) 103 Business Combinations
Indian Accounting Standard (Ind AS) 104 Insurance Contracts
Indian Accounting Standard (Ind AS) 105 Non-current Assets Held for Sale and Discontinued Operations
Indian Accounting Standard (Ind AS) 106 Exploration for and Evaluation of Mineral Resources
Indian Accounting Standard (Ind AS) 107 Financial Instruments: Disclosures
Indian Accounting Standard (Ind AS) 108 Operating Segments
Indian Accounting Standard (Ind AS) 109 Financial Instruments
Indian Accounting Standard (Ind AS) 110 Consolidated Financial Statements
Indian Accounting Standard (Ind AS) 111 Joint Arrangements
Indian Accounting Standard (Ind AS) 112 Disclosure of Interests in Other Entities
Indian Accounting Standard (Ind AS) 113 Fair Value Measurement
Indian Accounting Standard (Ind AS) 114 Regulatory Deferral Accounts
Indian Accounting Standard (Ind AS) 115 Revenue from Contracts with Customers
Indian Accounting Standard (Ind AS) 1 Presentation of Financial Statements
Indian Accounting Standard (Ind AS) 2 Inventories
Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows
Indian Accounting Standard (Ind AS) 8 Accounting Policies, Changes in Accounting Estimates and Errors
Indian Accounting Standard (Ind AS) 10 Events after the Reporting Period
Indian Accounting Standard (Ind AS) 12 Income Taxes
Indian Accounting Standard (Ind AS) 16 Property, Plant and Equipment
Indian Accounting Standard (Ind AS) 17 Leases
Indian Accounting Standard (Ind AS) 19 Employee Benefits
Indian Accounting Standard (Ind AS) 20 Accounting for Government Grants and Disclosure of Government Assistance
Indian Accounting Standard (Ind AS) 21 The Effects of Changes in Foreign Exchange Rates
Indian Accounting Standard (Ind AS) 23 Borrowing Costs
Indian Accounting Standard (Ind AS) 24 Related Party Disclosures
Indian Accounting Standard (Ind AS) 27 Separate Financial Statements
Indian Accounting Standard (Ind AS) 28 Investments in Associates and Joint Ventures
Indian Accounting Standard (Ind AS) 29 Financial Reporting in Hyperinflationary Economies
Indian Accounting Standard (Ind AS) 32 Financial Instruments: Presentation
Indian Accounting Standard (Ind AS) 33 Earnings per Share
Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting
Indian Accounting Standard (Ind AS) 36 Impairment of Assets
Indian Accounting Standard (Ind AS) 37 Provisions, Contingent Liabilities and Contingent Assets
Indian Accounting Standard (Ind AS) 38 Intangible Assets
Indian Accounting Standard (Ind AS) 40 Investment Property
Indian Accounting Standard (Ind AS) 41 Agriculture

 

 

Now Small Company : Paid Up Capital Up To 50 Lacs ++AND++ Turnover upto Rs. 2 crores (Earlier OR)

Now Small Company = Paid Up Capital Up To 50 Lacs +AND Turnover upto Rs. 2 crores (Earlier OR)

Removal of Difficulties Dated 13-02-2015

Ministry has come up with Order of Removal of Difficulties relating to Chapter I (Preliminary), Section 2(85) (Definition of “Small Company”) and Chapter XII (Meeting of Board and its Powers), Section 186(11)(b)(i)(Loan and Investment by Company), of Companies Act, 2013.

Removal of Difficulties w.r.t Section 2 (85) “Small Company”:

Now a Company needs to satisfy both the conditions i.e. paid up capital upto Rs. 50 lakhs AND Turnover upto Rs. 2 crores, to be classified as Small Company.
ordinary course of its business.

http://mca.gov.in/Ministry/pdf/ROD_1st_2015.pdf
Dated: 13-02-2015

MCA – Circular – Extension of time for filing of notice of appointment of the cost auditor in Form CRA-2 vide circular no. 2/2015 Form CRA-2 without any penalty/late fee is hereby extended upto 31st March, 2015.

MCA – Circular – Extension of time for filing of notice of appointment of the cost auditor in Form CMA Cost AuditCRA-2 vide circular no. 2/2015 Form CRA-2 without any penalty/late fee is hereby extended upto 31st March, 2015.

In continuation to the General Circular No. 42/2014, the last date of filing of Form CRA-2 without any penalty/late fee is hereby extended upto 31st March, 2015.

http://www.mca.gov.in/Ministry/pdf/General_Circular_02_2015.pdf

Circular No
No. 1/40/2013-CL-V-Part
Government oflndia
Mlnistry of Corporate Affalrs
sth Floor,’A’ Wing, Shastri Bhawan,
New Delhi: 110001
Dated: 11.h February, 2015
To
All Regional Directors,
All Registrars of Companies,
All Stakeholders
Subiect Extension oftlme for filing of Notlce ofappointment ofthe Cost
Auditor ln Form CM-2.
Sir,
In continuation to the General Circular No. 42/201,4, the last date of
filingof Form CM-2 withoutany penalty/late fee is hereby extended upto 31$
March.2015.
2. This issues with the approval ofcompetent authority.
Yours faithfully,

(Kamna Sharrna)
Assistant Director
Tel:233A7263

Small Company Require only Two Board Meeting As per Co Act 2013

Companies-Act-newAs per Section 173 of Companies Act, 2013, For a small Company : minimum 1 board meeting should be conducted in each half of the calendar year. First half of the calender year I conducted one board meeting in February 2015. Then now in the second half of the calendar year I will conduct the board meeting with disclosure and annual accounts in September 2015. As last date of financial year is 31st December 2015. Disclosure will still be valid as November meeting is the first meeting of the company in that financial year

Date Resolution Passed In the Board Meeting Meeting No
01/02/2015 General Matter M1
01/09/2015 Disclosure of Interest M2
01/09/2015 Account Sign and Approval M2
01/09/2015 Directors Report Sign Approval M2
Two Meeting Must for Each Calender year 01-01-2015 to 31-12-2015 Complied
Disclosure in the First Meeting of Financial Year 01-4-2015 to 31-03-2016 Complied
One meeting in each half of the Calender year Complied
Gap Shoud not Be Less than 90 Days Complied
NB:
Board Meeting Sec 173 as per Co act 2013 173. (1) Every company shall hold the first meeting of the Board of Directors within
thirty days of the date of its incorporation and thereafter hold a minimum number of four
meetings of its Board of Directors every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by notification, direct that the provisions
of this sub-section shall not apply in relation to any class or description of companies or
shall apply subject to such exceptions, modifications or conditions as may be specified in
the notification.
(2) The participation of directors in a meeting of the Board may be either in person or
through video conferencing or other audio visual means, as may be prescribed, which are
capable of recording and recognising the participation of the directors and of recording and
storing the proceedings of such meetings along with date and time:
Provided that the Central Government may, by notification, specify such matters which
shall not be dealt with in a meeting through video conferencing or other audio visual means.
(3) A meeting of the Board shall be called by giving not less than seven days’ notice in
writing to every director at his address registered with the company and such notice shall be
sent by hand delivery or by post or by electronic means:
Provided that a meeting of the Board may be called at shorter notice to transact urgent
business subject to the condition that at least one independent director, if any, shall be
present at the meeting:
Provided further that in case of absence of independent directors from such a meeting
of the Board, decisions taken at such a meeting shall be circulated to all the directors and
shall be final only on ratification thereof by at least one independent director, if any.
(4) Every officer of the company whose duty is to give notice under this section and
who fails to do so shall be liable to a penalty of twenty-five thousand rupees.
(5) A One Person Company, small company and dormant company shall be deemed to
have complied with the provisions of this section if at least one meeting of the Board of
Directors has been conducted in each half of a calendar year and the gap between the two
meetings is not less than ninety days:
Provided that nothing contained in this sub-section and in section 174 shall apply to
One Person Company in which there is only one director on its Board of Directors.
Small Co Sec 2 (85) as per Co act 2013 (85) ‘‘small company’’ means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees or such
higher amount as may be prescribed which shall not be more than five crore
rupees; or
(ii) turnover of which as per its last profit and loss account does not
exceed two crore rupees or such higher amount as may be prescribed which shall
not be more than twenty crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;

 

Companies Act amendment Bill tabled and Passed in Lok Sabha 16-12-2014 and it Rajya Sabha Turn Now

Companies Act, 2013 (Act) was notified on 29th August, 2013.
The government has moved amendments to the Companies Act in the Lok Sabha. The bill seeks to amend seven key provisions. Finance Minister Arun Jaitley said, “After a detailed consideration, some minor amendments are required in the principal act. Now, most of them are indented for one purpose – the ease of doing business and in some cases, they were oversight which were left out. Now it is only to rectify those and in rectification of those mistakes provision in the Bill itself. The advice of the law ministry was that these changes could not be covered and therefore, these small consequential amendments have arisen because of that.” As a part of the amendments, related party transactions (RPT) are set to get simpler, as companies will only need an ordinary resolution and not a special resolution. In addition, auditors will have to report on fraud to the government, which are only above a particular threshold. Any fraud below the threshold can be reported only to the audit committee of the company. The threshold will depend on profit or turnover of the company. Meanwhile, the government is also looking to strengthen the National Companies Law Tribunal to speed up winding up of companies. These will be the key changes to the Companies Act
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