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Plz clarify weather due date of all the ROC forms from Aptil 20 has been extended till September 2020?
Date Posted 26-Apr-2020
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A director can receive an income or payment from company in following ways
1. Directors’ Salary
If the company also employs you in a role other than a director, it can pay you a salary like any other employee. It is also required to pay you the superannuation guarantee that is currently at the rate of 9.5%.
2. Directors’ Fees
Directors’ fees are compensation for services performed as director of company. Director is entitled to receive directors’ fees, if he is :
• not also an employee of the company; and
• satisfy certain procedural requirements.
For example directors are paid sitting fees for attending Board meetings.
3. Payment Through Dividends
Companies declare Dividends for their shareholders and Directors are entitled to receive dividends if they hold shares.
Date Posted 26-Dec-2019
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Section 165 of Companies Act 2013 restricts any director from holding office as director in more than 20 companies at the same time including any alternate directorship,
But further provided that the maximum number of public companies in which a person can be appointed as director shall not exceed 10.
So in simple language, total number of directorship an individual can hold is in 20 companies but in public companies can not exceed more than 10 companies and director ship in holding or subsidiary (which is private limited company) of a public limited company shall be counted as directorship in public limited company.
In case of contravention to the maximum number of directorship, the person shall be punishable with fine which shall not be less than 5000 rupees but which may extend to 25000 rupees for every day after the first during which the contravention continues.
Date Posted 26-Dec-2019
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To be appointed as director in a company no formal or special education, experience, or skill is required. But in some cases the articles of association (AOA) of the company may impose a shareholding qualification for the directors which must be complied with by all the directors.
Date Posted 26-Dec-2019
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A company can, however, have a maximum of fifteen Directors and it can be increased further by passing a special resolution.
Minimum Number of Directors:
I. Private Limited Company – 2 Directors
II. Limited Company – 3 Directors
III. One Person Company – 1 Director
Maximum Number of Directors:
A company can have maximum of 15 directors but the same can be increased by way of passing special resolution.
Requirement of Women Director:
There has been a change in law, according to which, every listed public company and other public limited company which are not listed but having a
i) paid-up share capital of Rs. 100 crore or more
or
ii) having a turnover of Rs. 300 crores or more
are required to appoint at least one woman Director. But there is no women Director requirement for a private limited company registration.
If any director contravenes the provisions of this section such director shall be punishable with fine which shall not be less than Rs.1,00,000/- but which may extend to Rs.5,00,000/-.
Date Posted 26-Dec-2019
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Following persons are allowed to be appointed as Independent director:
A) Who, in the opinion of the Board , is a person of integrity and possesses relevant experties & experience;
B) i) Who is or was not a promoter of the Company or its Holding, Subsidiary or Associate Company;
ii) Who is not related to Promoters or directors in the company, its Holding, Subsidiary companies;
C) Who has or had no Pecuniary (relating to Money) relationship with Company and its its Holding, Subsidiary companies or their promoters, directors during the two immediately preceding financial years or during the current financial year;
D) none of whose relatives has or had pecuniary relationship with company, its Holding, Subsidiary companies or their Promoters, directors -amounting to 2% or more of its gross turnover or total income; -or fifty lakhs or such higher amount as may be prescibed, whichever is lower. During the two immediately preceding financial years or during current financial year.
E) Who neither himself nor any of his relative-
1. Holds or has held the position of KMP or has been employee of the Company or its its Holding, Subsidiary companies in any of the 3 financial years;
2. He or his relative has an employee or proprietor or a partner in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed- as a auditor firm, Company Secretary in practice, Cost Auditor, Legal Consultant of the company or its Holding, Subsidiary companies;
3. Holds with relaives 2% or more of the total voting power of the Company;
4. He or his has not be Chief Executive or Director of any Non Profit Organization that receive 25% of its receipt from the Company or its Holding, Subsidiary companies or its Promoters or directors or that NGO holds 2% or more of the total voting power of the Company.
F) Who possesses such other qualification as may be prescribed. Tenure of Director:- an independent director hold office for a term up to 5 consecutive years, -Also eligible for reappointment by passing Special Resolution and also require its reappointment in Boards Report. -He shall not hold office for more than 2 Consecutive terms, but shall not be eligible to appoint after expiration of 3 Years of ceasing to become an independent director. Remuneration to Independent Director:- An independent director shall not be eligible for any stock option as per section 149(9) of Act. But they may receive remuneration by way of fee provided under section 197(5) of the Act. Sitting fees for Board meeting and other committee meeting shall not be exceed Rs. 1,00,000 per meeting.
Date Posted 26-Dec-2019
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A company can have different types of directors such as:
Managing Director:
A 'Managing Director' refers to a Director who, by a resolution passed at its annual general meeting, or by its Board of Directors or by the virtue of the Articles of Association of the company or by an agreement with the company or, is entrusted with the substantial powers of the management of the affairs of the company.
Whole-time Director:
A Whole-time Director is one who is in full-time employment of the company.
Executive Director:
An Executive Director is also one who is in full-time employment of the company. He can be a whole time director or Managing Director.
Ordinary Director:
An 'Ordinary Director' refers to a Director who participates in the matters that are put before the Board of Directors and attends the Board meetings of a company. These Directors are neither the Whole-time Directors, Executive Directors or Managing Directors.
Independent Director:
An independent director in relation to a company, means a director other than a Whole Time Director, Managing Director, Or Nominee Director. The following companies have to appoint at least two independent directors:
A. Public Companies having Paid up Share Capital of Rs.10 Crores or More;
B. Public Companies having Turnover of Rs.100 Crores or More;
C. Public Companies have total outstanding loans, debenture and deposits of Rs. 50 Crores or More.
Additional Directors:
Any Individual can be appointed as Additional Directors by a company under section 161(1) of the New Act.
Alternate Directors:
As per Section 161(2) A company May appoint, if the articles confer such power on company or a resolution is passed (if an Director is absent from India for atleast three months).
• An alternate Director cannot hold the office longer than the term of the Director in whose place he has been appointed.
• Additionally, he will have to vacate the office, if and when the original Director returns to India.
• Any alteration in the term of office made during the absence of the original Director will apply to the original Director and not to the Alternate Director.
Shadow Director:
A person, who is not appointed to the Board, but on whose directions the Board is accustomed to act, is liable as a Director of the company, unless he or she is giving advice in his or her professional capacity.
Nominee Directors:
They can be appointed by certain shareholders, third parties through contracts, lending public financial institutions or banks, or by the Central Government in case of oppression or mismanagement.
Date Posted 26-Dec-2019
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As a company is a separate legal entity and artificial legal person created by law which act only through the agency of natural persons / human beings. So, the company is managed by a body of persons who are called “Board of Directors”. So the Board of Directors means a group of those individuals who are elected by the shareholders of a company in order to manage the affairs of the company.
And “Director” is a person who is elected by the shareholders of a company in order to direct the company’s policies; the person appointed or elected according to rules & Regulations, or who are authorized to manage and direct the affairs of a company.
And Only an individual living person can be Director of a company. A body corporate, business entity or other company can not be appointed as Director of a company.
Date Posted 26-Dec-2019
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To report repayment or satisfaction of registered charges to MCA, you need to file Form CHG-4 (satisfaction of charge).
Date Posted 16-Dec-2019
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A foreign company can change its information by filing following eForms:
I. Form FC-2
II. Form FC-3
Form FC-2 is required to be filed when: -
a. Alteration in the charter, statute or memorandum and articles of association
b. Alteration in registered or principal office of the company in the country of incorporation.
c. Alteration in places of business in India of the company.
d. Alteration in directors and secretary of a foreign company.
e. Alteration in particulars of company authorized representative(s)
Form FC-3 is required to give notice in case of -Annual accounts and list of places of business established in India by a foreign company.
Date Posted 16-Dec-2019
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To register a charge or make modification in registered charges (other than those related to debentures), Form CHG-1 needs to be filed.
Date Posted 16-Dec-2019
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A public company can be converted in to a private company by filing Form MGT-14 (Alteration of MOA and AOA) and then taking approval of Form INC-27.
Date Posted 16-Dec-2019
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Following eforms needed to be filed in MCA for increase in capital:
1. For increase its authorised capital by - eForm SH-7
2. For increase in subscribed capital and paid up capital of the company - eForm PAS-3 (Return of allotment of shares).
Date Posted 16-Dec-2019
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A private company can be converted into a public company by filing Form MGT-14 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form INC-27.
Date Posted 16-Dec-2019
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A company can intimate changes among Managing Director, Directors, Manager and Secretary of a company by filing eForm DIR-12 with Registrar of Companies (ROC) within 30 days (Event date + 30 days) from the date when such change takes place.
Date Posted 16-Dec-2019
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In case a company wants to change its object clause, it can do so by filling passing necessary resolution and file eForm MGT-14.
Date Posted 16-Dec-2019
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In case company has changed its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.
Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, first eForm MGT-14 and then eForm INC-22 are required to be filed to Registrar of Companies (ROC) to give effect to such change.
In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another, it needs to file following forms to give effect to such change:
1) Form MGT-14
2) Form INC-23 - File application with Central Government
3) Form INC-28
4) Form INC-22
Date Posted 16-Dec-2019
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For changing company name following process is to be followed:
1. The existing company needs to reserve the new name through ‘RUN’.
2. After approval of new name, MGT-14 (necessary resolution for alteration of Memorandum of Association and Articles of Association (MOA and AOA) needs to be filed.
3. eForm INC-24 (Application for approval of Central Government for change of name) needs to be filed.to give effect to change in name.
Date Posted 16-Dec-2019
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Following companies are exempted from reporting financial statements in XBRL:
I. Non-banking financial companies,
II. Housing finance companies
III. Companies engaged in the business of Banking and
IV. Companies in Insurance sector
Date Posted 15-Dec-2019
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If a company filed its financial statements in XBRL taxonomy either under Companies Act 1956(23AC/23ACA /Other XBRL documents) or Companies Act 2013(AOC-4 XBRL or Other XBRL documents), it has to file in its financial statements and other documents as per XBRL only irrespective of whether it satisfies the criteria in later years or not.
Date Posted 15-Dec-2019
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The following shall file their financial statements and other documents under section 137 of the Act with the MCA in e-form AOC-4 XBRL as per Annexure I:
(i) Companies having paid up capital of 5 crore rupees or above;
(ii) Companies having turnover of 100 crore rupees or above;
(iii) Companies listed with stock exchanges in India and their Indian subsidiaries;
(iv) All companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015
Provided that the companies preparing their financial statements under the Companies (Accounting Standards) Rules, 2006 shall file the statements using the Taxonomy provided in Annexure-II
and
Companies preparing their financial statements under Companies (Indian Accounting Standards) Rules, 2015, shall file the statements using the Taxonomy provided in Annexure-II A.
Date Posted 15-Dec-2019
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No. XBRL is just a language for information. It reflects reported data accurately under different standards – it does not change them.
Date Posted 15-Dec-2019
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There are a number of ways to create financial statements in XBRL:
I. XBRL-aware accounting software products are becoming available which will support the export of data in XBRL form. These tools allow users to map charts of accounts and other structures to XBRL tags.
II. Data from accounting databases can be extracted in XBRL format. It is not strictly necessary for an accounting software vendor to use XBRL; third party products can achieve the transformation of the data to XBRL.
III. Statements can be mapped into XBRL using XBRL software tools designed for this purpose
IV. Applications can transform data in particular formats into XBRL. The route which an individual company may take will depend on its requirements and the accounting software and systems it currently uses, among other factors
Date Posted 15-Dec-2019
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Following are the benefits to a company from using XBRL:
1. XBRL increases the usability of financial statement information. The need to re-key financial data for analytical and other purposes can be eliminated.
2. By using XBRL, a company can benefit investors and other stakeholders and enhance its profile. It will also meet the requirements of regulators, lenders and others consumers of financial information, who are increasingly demanding reporting in XBRL. This will improve business relations and lead to a range of benefits.
3. With full adoption of XBRL, companies can automate data collection.
4. Once data is gathered in XBRL, different types of reports using varying subsets of the data can be produced with minimum effort.
5. A company could quickly and reliably generate internal management reports, financial statements for publication, tax and other regulatory filings, as well as credit reports for lenders.
Date Posted 15-Dec-2019
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