Monthly Archives: August 2017

Shifting of regd office within the state

The MCA has vide its notification dated 27th July, 2017 amended the Companies (Incorporation) Rules, 2014. Rule 28 which pertains to shifting of registered office within the same state i.e. from jurisdiction of one Registrar in the state to that of another Registrar within the same state.

Hitherto, the Rules required publication of a notice in the newspaper, serving individual notices to debenture holder, creditor, depositor etc. while making the application for change of regd office as such.

Now the rules are made much more simpler. All that is required is

(a) Board Resolution for shifting of registered office;
(b) Special Resolution of the members of the company approving the shifting of registered office;
(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;
(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
(e) acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting”.

An application has to be made in form INC-23 alongwith the aforesaid documents for shifting the registered office from one Registrar to another within the same state. The application goes to the Regional Director.

Leave a comment

Filed under company law, company secretary, compliance, Uncategorized

Disclosures of defaults on loans etc. by listed entities

SEBI has vide circular dated 4th August, 2017 made it mandatory for listed entities to disclose to the stock exchanges where their securities are listed where there is a default in payment of interest/ instalment obligations on debt securities (including commercial paper), Medium Term Notes (MTNs), Foreign Currency Convertible Bonds (FCCBs), loans from banks and financial institutions, External Commercial Borrowings (ECBs) etc.

It applies to all listed entities which have listed any of the following, viz:
specified securities (equity and convertible securities), non-convertible debt securities and non-convertible and redeemable preference shares.

The entities shall make disclosures within one working day from the date of default at the first instance of default in the format specified in Clause C1. This format is given in the circular.

If there is any outstanding amount under default as on the last date of any quarter , then within 7 days from the end of such quarter, additional disclosures are required to be given in format specified in C2.

Listed entities entity shall also separately provide information pertaining to defaults to the concerned Credit Rating Agencies in a timely manner and as may be specified by SEBI from time to time.

This circular shall come into effect with effect from October 1, 2017. This is to enable listed companies to put appropriate systems in place for prompt submission of disclosures as stipulated in this circular.

The circular can be found at

http://www.sebi.gov.in/legal/circulars/aug-2017/disclosures-by-listed-entities-of-defaults-on-payment-of-interest-repayment-of-principal-amount-on-loans-from-banks-financial-institutions-debt-securities-etc_35538.html

Leave a comment

Filed under company secretary, compliance, securities laws, Uncategorized

Companies Amendment Bill – section 403

One of the provisions of the Companies Amendment Act, 2017 which has been passed by the Lok Sabha is as follows:
Presently, under Section- 92 (Filing of Annual Return), section 137 (filing of audited accounts) and other sections (filing of other forms) Companies shall be required to file the Annual Return within 60 days of AGM audited accounts by 30 days and other documents by 30 days from the date of event. In the case of auditors appointment and change of registered office it is 15 days from the date of the event.
First proviso to section 403 of the Companies Act, 2013 gives a further 270 days for filing of the said form by paying additional filing fee. Which means effectively companies are given 270 days plus the initial period to complete the filings.

Now under the Companies Amendment Act, 2017, this proviso is being sought to be removed by the following i.e. the additional period of 270 days is being removed from the section.
“Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 92 or 137 is not submitted, filed, registered or recorded, as the case may be, within the period provided in those sections, without prejudice to any other legal action or liability under this Act, it may be submitted, filed, registered or recorded, as the case may be, after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day and different amounts may be prescribed for different classes of companies :
 
Provided further that where the document, fact or information,as the case may be, in cases other than referred to in the first proviso, is not submitted, filed, registered or recorded, as the case may be, within the period provided in the relevant section,it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded as the case may be, on payment of such additional fee as may be prescribed and different fees may be prescribed for different classes of companies:
 
Provided also that where there is default on two or more occasions in submitting, filing, registering or recording of the document, fact or information,it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded, as the case may be, on payment of a higher additional fee, as may be prescribed and which shall not be lesser than twice the additional fee provided under the first or the second proviso as applicable.”;
The import of these amendments is that if the documents are not filed with the specified periods given in the respective sections, then the additional fee shall be Rs.100/- per day and different amounts shall be specified for different classes of companies.
Morever, where there is a default on two or more occasions in filing the documents, the additional fees payable will become higher but not less than twice the additional fee provided above. So it shall be not less than Rs.200/- per day, if there is a default on two or more occasions. There is also a threat of a legal action against the Directors and officers in default.
This bill is still with the Rajya Sabha. After it is passed by the RS, it will go to the President for his assent and then the MCA will notify the provisions of the Amendment Act. Only on notification by the MCA in the official gazette will the amended provisions come into effect.

Leave a comment

Filed under company law, company secretary, compliance, Uncategorized

Aadhar no. for registration of deaths

The Aadhaar number will be required for the purpose of establishing the identity of the deceased for the purpose of Death registration w.e.f 1st October, 2017. In a notification issued today the Registrar General India (RGI), Ministry of Home Affairs has said the use of Aadhaar for the applicants of Death Certificate will result in ensuring accuracy of the details provided by the relatives/ dependents / acquaintances of the deceased. It will provide an effective method to prevent identity fraud. It will also help in recording the identity of the deceased person. Further, it will obviate the need for producing multiple documents to prove the identity of the deceased person.

The RGI has further directed concerned Department in the respective State/UT responsible for registration of birth and death to ensure compliance by concerned registration authorities and a confirmation to this effect by on or before 1st September 2017.

The above provisions shall come into effect immediately for residents of all States except J&K, Assam & Meghalaya for which a date will be notified separately.

The RGI, in exercise of powers conferred under Section 3(3) of the Registration of Birth and Death Act, 1969, directed that the Aadhaar number will be required for the purpose of establishing the identity of the deceased for the purpose of Death registration in the following manner:

An Applicant applying for death certificate is required to provide Aadhaar number or Enrolment ID Number (EID) of the deceased and other details as sought in the application for death certificate for the purpose of establishing the identity of the deceased.

An Applicant who is not aware of the Aadhaar number or Enrolment ID Number (EID) of the deceased will be required to provide a certificate that the deceased person does not possess Aadhaar number to the best of his/her knowledge and it should be duly informed and also prescribed that any false declaration given by the applicant in this regard will be treated as an offence as per the provisions of the Aadhaar Act, 2016 and also Registration of Birth and Death Act, 1969. Applicant’s Aadhaar number shall also be collected along with the Aadhaar number of the spouse or parents.

The RGI notification follows provisions of the Aadhaar Act and Regulations framed there under that have come into effect from 14th September 2016 and notifications to this effect have been published in the Official Gazette. Section 57 of the Aadhaar Act 2016 permits the use of Aadhaar number for establishing the identity of an individual for any purpose pursuant to any law or any contract to this effect.

The registration of births and deaths are being done under the provisions of Registration of Births and Deaths (RBD) Act, 1969 and the corresponding Rules made thereunder by the State Governments. The office of the RGI is the central authority to coordinate and unify the activities of Chief Registrar of birth and deaths of States/UT’s in respect of registration of births and deaths. The extract/certificate of birth and death are issued by the registering authority notified by the State/UT Governments under section 12 and 17 of the RBD Act, 1969. These are issued on the basis of entries collected through birth and death reporting forms prescribed by the State Government.

PIB press release dated 4th August, 2017

Leave a comment

Filed under Uncategorized