Article on incorporation of company

Friends,

Just click here to download the article on incorporation of the company

http://www.ziddu.com/download/7144413/incorporationprocedurecompany.pdf.html


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Companies Bill, 2009-Place your suggestions here

Dear Member,

Sub: Companies Bill, 2009

As you are aware, the Companies Bill, 2009 has been introduced in Lok Sabha on 3rd August, 2009.

The new Bill proposes to open up new avenues for the professionals especially Chartered Accountants and at the same time casts a lot of responsibility on them for conduct of affairs of the companies.

Appreciating the need of the hour and in view of the importance of the Bill, the Corporate Laws Committee has formed study groups at National level, Regional level and Branch level to consider the provisions of Companies Bill in depth. The suggestions emanating there from shall be forwarded to the Ministry of Corporate Affairs by making a suitable representation.

You are requested to kindly give your valuable suggestions/views/comments on the Bill and send the same to the Corporate Laws Committee at corporatelaws@icai.in latest by 25th September, 2009. A copy of the Bill is placed on the website of the Institute at http://www.icai.org/resource_file/17166companies_bill_2009.pdf

With kind regards,

Yours faithfully,


Secretary,
Corporate Laws Committee

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Notification issued by MCA regarding online stamping

[ PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY, PART – II,
SECTION 3, SUB-SECTION (ii)]
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, 7th September , 2009.

S.O. 2276 (E) – In exercise of the powers conferred by sub-section (2) of
section 610B of the Companies Act, 1956, the Central Government hereby makes
the following Scheme to amend the Scheme for Filing of Statutory Deocuments
and other Transactions by Companies in Electronic Mode, namely:-
1. (1) This Scheme may be called as the “Scheme for Filing of Statutory
Documents and other Transactions by Companies in Electronic Mode
(Amendment) Scheme, 2009.

(2) This scheme shall come into force on the 13th day of September, 2009.
2. In the Scheme for Filing of Statutory Documents and other Transactions by
Companies in Electronic Mode, in Annexre ‘A’, in pragraph 4, for sub-paragraph
(8), the following sub-paragraph shall be subsitutued, namely:-
“(8) Collection of Stamp Duty on documents through MCA portal and
dispensation of physical submission thereof.

(a) The Central Government, for the purpose of making all transactions faster,
improving service delivery and making Office of the Registrar paperless, has decided to
dispense with the physical submission of documents. The Central Government shall
initially collect stamp duty payable on Form No.1, Memorandum of Association, Article
of Association, Form No. 5 and Form No. 44 at the time of their e-filing, through MCA
portal www.mca.gov.in. The Central government shall collect the stamp duty on behalf of
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the State Governments and Union territories for specific purpose of e-filing of documents
under the provission of the Companies Act, 1956 and to remit the same directly to the
accounts of the State Governments and Union territories in accordance with the approved
payment and accounting procedure. The procedure for collection of stamp duty shall
come into force with effect from the 13th day of September, 2009. Out of twenty eight
States and seven Union territories, except State of Sikkam, where the provisions of the
Companies Act ,1956 are not extended, the Central Government has sought authorisation
to generate e-Stamps on their behalf. The Central Government has received authorization
from only twenty-two State Governments and Union territory Administrations. As soon
as the authorization from the remaining twelve States and Union territories, namely,
Chandigarh, Daman and Diu, Himachal Pradesh, Kerala, Mizoram, Puducherry, Dadra
and Nagar Haveli, Goa, Jammu and Kashmir, Lakshadweep, Nagaland and Tripura is
received, the Central Government shall start collection of stamp duty on their behalf also.
(b) There shall be a transition period of three and a half months to enable the
companies to use their already purchased stamp papers. The 1st day of January, 2010
shall be the cut off date for a company to compulsorily make payment electronically for
stamp duty in respect of the States which have authorized the Central Government to
collect stamp duty on their behalf. In respect of the States from whom the authorization
is yet to be received, the company shall continue to pay stamp duty outside the MCA
portal .
(c) The company shall not make physical submission of documents on which
stamp duty is paid electronically through MCA portal. However, documents on which
stamp duty is not paid through MCA portal, the company shall, in addition to their
electronic filing, submit physical copies of such stamped documents at the office of the
Registrar also, simultaneously.
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(d) Documents other than those specified in clause (a) which are not covered
for payment of stamp duty through MCA portal, and on which stamp duty payable in
respective State is equal to or less than one hundred rupees, such stamped documents,
shall be scanned by the company and filed electronically for evidencing by the Registrar
and need not be submitted physically except those required to be filed for compounding
of offence under clause (a) of sub-section (4) of section 621A. However, the company
shall retain such documents duly stamped in original for a minimum period of three years
from the date of filing of such documents and shall be required to produce the same as
and when the same is required for inspection and verification by the competent
authorities namely, the Collector of Stamps of the respective State or Union territory or
the Registrar”.
[F No 1/04 /2009 CL.V]
Renuka Kumar,
Joint Secretary.
Note: The principal scheme was published vide number S.O.1844 (E) dated the 26th
October, 2006.

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Shri R. Bandyopadhyay takes over as the New Secretary, Ministry of Corporate Affairs SHRI ANURAG GOYAL JOINS THE COMPETITION COMMISSION OF INDIA AS MEMBER

Shri R. Bandyopadhyay joined as the new Secretary in the Ministry of Corporate Affairs here today. An IAS officer of 1974 batch, Shri Bandyopadhyay has worked in various capacities in the spheres of Planning & Programme implementation, Energy , Power, Communication & IT, Commerce and Industry. Before joining the Ministry of Corporate Affairs, he was the Secretary, D/o Public Enterprise, Ministry of Heavy Industries & Public Enterprises.

Shri R. Bandyopadyay has replaced Shri Anurag Goel, who has joined as Member, Competition Commission of India

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Companies Bill, 2009 introduced in Lok Sabha

Lok Sabha  

Minister for Corporate Affairs, Shri Salman Khurshid today introduced the Companies Bill, 2009 in the Lok Sabha. The main objectives of the Companies Bill, 2009 are as follows -

(a) to revise and modify the Companies Act, 1956 in consonance with the changes in the national and international economy;

(b) to bring about compactness by deleting the provisions that had become redundant over time and by regrouping the scattered provisions relating to specific subjects; 

(c) to re-write various provisions of the Act to enable easy interpretation; and 

(d) to delink the procedural aspects from the substantive law and provide greater flexibility in rule making to enable adaptation to the changing economic and technical environment.

   

  Earlier last year Companies Bill, 2008 was introduced in the Lok Sabha on 23rd October, 2008. Due to dissolution of the Fourteenth Lok Sabha, the Companies Bill, 2008 lapsed. As the provisions of the Companies Bill, 2008, are broadly considered to be suitable for addressing various contemporary issues relating to corporate governance, including those which have been recently noticed during the investigation into the affairs of some of the companies.

  In view of above, the Government decided to re-introduce the Companies Bill, 2008 as the Companies Bill, 2009, without any change except for the Bill year and the Republic year. The Companies Bill, 2009,inter-alia, provides for :- 

(i) The basic principles for all aspects of internal governance of corporate entities and a framework for their regulation, irrespective of their area of operation, from incorporation to liquidation and winding up, in a single, comprehensive, legal framework administered by the Central Government. In doing so, the Bill also harmonizes the Company law framework with the imperative of specialized sectoral regulation.

(ii) Articulation of shareholders democracy with protection of the rights of minority stakeholders, responsible self-regulation with disclosures and accountability, substitution of government control over internal corporate processes and decisions by shareholder control. It also provides for shares with differential voting rights to be done away with and valuation of non-cash considerations for allotment of shares through independent valuers.  

(iii) Easy transition of companies operating under the Companies Act, 1956, to the new framework as also from one type of company to another.  

(iv) A new entity in the form of One-Person Company (OPC) while empowering Government to provide a simpler compliance regime for small companies. Retains the concept of Producer Companies, while providing a more stringent regime for not-for–profit companies to check misuse. No restriction proposed on the number of subsidiary companies that a company may have, subject to disclosure in respect of their relationship and transactions/dealings between them. 

(v) Application of the successful e-Governance initiative of the Ministry of Corporate Affairs (MCA-21) to all the processes involved in meeting compliance obligations. Company processes, also to be enabled to be carried out through electronic mode. The proposed e-Governance regime is intended to provide for ease of operation for filing and access to corporate data over the internet to all stakeholders, on round the clock basis. (vi) Speedy incorporation process, with detailed declarations/ disclosures about the promoters, directors etc. at the time of incorporation itself. Every company director would be required to acquire a unique Directors identification number. 

(vii) Facilitates joint ventures and relaxes restrictions limiting the number of partners in entities such as partnership firms, banking companies etc. to a maximum 100 with no ceiling as to professions regulated by Special Acts.

 (viii) Duties and liabilities of the directors and for every company to have at least one director resident in India. The Bill also provides for independent directors to be appointed on the Boards of such companies as may be prescribed, along with attributes determining independence. The requirement to appoint independent directors, where applicable, is a minimum of 33% of the total number of directors. 

(ix) Statutory recognition to audit, remuneration and stakeholders grievances committees of the Board and recognizes the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Company Secretary as Key Managerial Personnel (KMP).  

(x) Companies not to be allowed to raise deposits from the public except on the basis of permission available to them through other Special Acts. The Bill recognizes insider trading by company directors/KMPs as an offence with criminal liability. 

(xi) Recognition of both accounting and auditing standards. The role, rights and duties of the auditors defined as to maintain integrity and independence of the audit process. Consolidation of financial statements of subsidiaries with those of holding companies is proposed to be made mandatory.  

(xii) A single forum for approval of mergers and acquisitions, along with concept of deemed approval in certain situations. 

(xiii) A separate framework for enabling fair valuations in companies for various purposes. Appointment of valuers is proposed to be made by audit committees. 

(xiv) Claim of an investor over a dividend or a security not claimed for more than a period of seven years not being extinguished, and Investor Education and Protection Fund (IEPF) to be administered by a statutory Authority.  

(xv) Shareholders Associations/Group of Shareholders to be enabled to take legal action in case of any fraudulent action on the part of company and to take part in investor protection activities and ‘Class Action Suits’.

(xvi) A revised framework for regulation of insolvency, including rehabilitation, winding up and liquidation of companies with the process to be completed in a time bound manner. Incorporates international best practices based on the models suggested by the United Nations Commission on International Trade Law (UNCITRAL). 

(xvii) Consolidation of fora for dealing with rehabilitation of companies, their liquidation and winding up in the single forum of National Company Law Tribunal with appeal to National Company Law Appellate Tribunal. The nature of the Rehabilitation and Revival Fund proposed in the Companies (Second Amendment) Act, 2002 to be replaced by Insolvency Fund with voluntary contributions linked to entitlements to draw money in a situation of insolvency.  

(xviii) A more effective regime for inspections and investigations of companies while laying down the maximum as well as minimum quantum of penalty for each offence with suitable deterrence for repeat offences. Company is identified as a separate entity for imposition of monetary penalties from the officers in default. In case of fraudulent activities/actions, provisions for recovery and disgorgement have been included.  

(xix) Levy of additional fee in a non-discretionary manner for procedural offences, such as late filing of statutory documents, to be enabled through rules. Defaults of procedural nature to be penalized by levy of monetary penalties by the Registrars of Companies. The appeals against such orders of Registrars of Companies to lie with suitably designated higher authorities. 

(xx) Special Courts to deal with offences under the Bill. Company matters such as mergers and amalgamations, reduction of capital, insolvency including rehabilitation, liquidations and winding up are proposed to be addressed by the National Company Law Tribunal/ National Company Law Appellate Tribunal. 

  The Companies Bill, 2009, on its enactment, would allow the country to have a modern legislation for growth and regulation of corporate sector in India. The existing statute for regulation of companies in the country, viz the Companies Act, 1956 had been under consideration for quite long for comprehensive revision in view of the changing economic and commercial environment nationally as well as internationally. In view of various reformatory and contemporary provisions proposed in the Companies Bill, 2009 together with omission of existing unwanted and obsolete compliance requirements, the companies in the country would be able to comply with the requirements of the proposed Companies Act in a better and more effective manner.  

Sources:PBI

Companies bill to be introduced in Parliament

The Companies Bill 2008 which lapsed when the 14th Lok Sabha session was dissolved is set to be re-introduced into the ongoing parliamentary session this week.

 

Since its last introduction in the parliament, lots of developments have been seen in the corporate world. The most important of them was the Satyam debacle.

 

Due to the above reason the government has proposed some important changes in the bill which were not included in the bill which was earlier presented in the previous parliamentary session.

 

For instance Corporate Affairs Minister Mr. Salman khurshid said that the ministry is considering insertion of clause relating to “Class Action Suits” in the Companies bill. Mr. Khurshid also laid stress on defining the duties and responsibilities of the Independent Directors of the company.

 

Unlike in U.S., small investors in Indian Cos are not able to get compensation in the cases of frauds. But after insertion of the law of class action suits, investors will be able to fight for justice.

 “Class action suit is one brought by one party on behalf of a group of individuals to file for claims against erring companies in a court of law.”

Cross border merger of companies

14:15 IST
Lok Sabha

The Government has said that as per the proposed Companies Bill 2009, the companies registered under the Companies Act, 1956 and companies incorporated in the jurisdiction of such countries as may be notified from time to time by the Central Government, may merge or amalgamate. By virtue of the specific clause on Cross Border merger in the proposed Bill, an Indian company would be able to merge with a foreign company incorporated outside India and vice-versa. Giving this information in the Lok Sabha in a written reply Shri Salman Khurshid, Minister for Corporate Affairs, said that the Companies Bill, 2009 is likely to be introduced in the present session of the Parliament.

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KKP/ska

SOURCE:PIB

Rates of depreciation under companies act

depreciation rates