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Q:- The Companies (Acceptance of Deposits) Rules, 2014 contains definition of both deposit and depositor. While deposit covers many categories of persons, the depositor on the other hand is defined as the member of the company who has made a deposit with the company in accordance with the provisions of sub-section (2) of section 73 of the Act. So while filing Form DPT-4, whom should we cover i e. only members of the company or all the categories as covered in deposits?

Q:- FORM DPT 4 REQUIRES ATTACHMENT OF AN AUDITOR CERTIFICATE. WHETHER THE RULES HAVE PRESCRIBED ANY FORMAT FOR THE SAME? IF NOT, THEN WHAT THE SAID CERTIFICATE SHOULD COVER?

Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.

Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.

Q:- As per Section 74, in case the due date for repayment of the depsoit falls after 31.03.2015,whether the non-eligilible companies needs to repay it on 31.03.2015 or on the due date? kindly clarify with the section and rule reference.

Q:- Whether a Director of a Public Unlisted Company make a deposit of his own funds in the company and get interest on it? Such company's limits on deposits are well within the limits as prescribed in the Companies(Acceptance of Deposits) Rules,2014. - CS.PR.RAMANATHAN

Q:- The question is regarding the Acceptance of Deposits under the Companies Act, 2013. Certain section of people are of view that as pet the Rule 2 (c) (xi) a company can accept deposits which are non interest bearing from anybody. Though i differ on this personally. Your expert guidance on the matter shall be highly appreciated.

Q:- Whether the disclosure of holding the designation of trustee in a trust or membership or designation in a society required to be disclosed in MBP-1?

Q:- Whether the director is required to disclose his interest in a Firm in HUF capacity when he is the Karta of the HUF?

Q:- Whether the directors have to disclose their nature of interest in Non Profit Organisations, Section 25 Company (now Section 8 Company) and their equity investments in listed companies as well?

Q:- Whether the directors of section 8 company are also required to make disclosures in MBP-1 and MGT-14 is required to be filed by Section 8 company in this regard?

Q:- Whether the disclosure of holding the designation of trustee in a trust or membership or designation in a society required to be disclosed in MBP-1?

Q:- A ltd is sole beneficiary of x trust, which is holding 25% of shares of B ltd. Whether A ltd is required to consolidate its accounts considering accounts of B ltd, being Associate?

Q:- An Indian company forms a JV in foreign country with 40% participation. Is it required to be consolidated BS?

Q:- A public limited company [commercial company] holds 20% equity capital in a Section 8 company, promoted by the same public company for CSR activities. Query: Whether accounts of section 8 company need to be consolidated with promoter company? How to consolidate? Section 8 company prepares I&E account or P&L?

Q:- A public limited company [commercial company] holds 20% equity capital in a Section 8 company, promoted by the same public company for CSR activities. Query: Whether accounts of section 8 company need to be consolidated with promoter company? How to consolidate? Section 8 company prepares I&E account or P&L?

Q:- Company Incorporated on 27.02.13. Books closed on 31.03.14 What would be the due date for AGM. Whether withing 18 months of Incorporation or 9 months as per new Act.

Q:- A listed company doesn’t wish to disclose the details required under rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Is there any way available ?

Q:- While preparing the Director’s report lot of disclosure are required pursuant to section 134 of the Companies Act 2013 read with rules like composition of audit company. Mr company doesn’t have any audit committee, no I need to disclose the said fact or need to not make any disclosure?

Q:- What is the procedure for preferential basis allotment of equity shares ? i

Q:- What is the procedure for preferential basis allotment of equity shares ?

Q:- What is the procedure for preferential basis allotment of equity shares in private limited company ?

Q:- Hi, A Pvt. Ltd co has authorized capital of 10 lacs and issued capital of 9.65 lacs. how by means of private placement it has made an offer of 0.20 lacs. does the co need to file MGT - 14 before allotment of shares (in PAS- 3) by way of private placement. After allotment can the Pvt ltd Co take loan of 10 lacs from the new member if the co has taken a Term loan from a nationalized bank which has said that margin of 40% is to be brought in by promoters before disbursement of full loan amount.

Q:- A Closely held Private Limited Company wants to raise equity capital from another company (not a subsidiary/ holding/ associate company) through private placement at Par i.e. Rs.10/- per share. The Book Value/Fair Market Value arrived at following the Valuation Procedure comes to Rs.35/- per share. Can the company issue shares at Rs.10/- per share. Is it permitted under the Companies Act, 2013?

Q:- Director of Unlisted public limited deposited money with the Company as a deposit. Now company wants to issue shares in lieu of deposits. Can a company issue shares to such Director ? If yes how the conditions of separate bank account, PAS 4 and 5 can be fulfilled ?

Q:- One Private Limited Company have appointed “Voluntarily” (Not Mandatorily as required in terms of Section 203 of the Act) one office of the Company as CEO who is not a Director of the Company. Kindly clarify the following :- 01. Will he term and considered as KMP in term of Provision of Section 2(51) of the Act ? 02. Will he termed and considered as officer in default in terms of Provision of section 2(60) of the Act ? 03. Whether the Company require to File Form DIR-12 in respect of his appointment as CEO ? 04. Is it mandatory to disclose details of appointment of such CEO in Board’s Report in terms of section 134 (3)(q) read with sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2015 ? 04. Is it mandatory to sign Financial Statements by him in terms of section 134(1) of the Act ?

Q:- One Private Limited Company have appointed “Voluntarily” (Not Mandatorily as required in terms of Section 203 of the Act) one office of the Company as CEO who is not a Director of the Company. Kindly clarify the following :- 01. Will he term and considered as KMP in term of Provision of Section 2(51) of the Act ? 02. Will he termed and considered as officer in default in terms of Provision of section 2(60) of the Act ? 03. Whether the Company require to File Form DIR-12 in respect of his appointment as CEO ? 04. Is it mandatory to disclose details of appointment of such CEO in Board’s Report in terms of section 134 (3)(q) read with sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2015 ? 04. Is it mandatory to sign Financial Statements by him in terms of section 134(1) of the Act ?

Q:- Hi in one Private limited company there are only two Directors and they are only shareholders. The Company proposes to enter related party transactions with a Firm in which such both Directors and shareholders are partners in that Firm. Please let me know company can pass special resolution in this case ? b/c third prov of section 188 say that no member of the company shall vote on such special resolution to approve contract or arrangment which may be entered into by the company, if such member is a related party ?

Q:- Hi in one Private limited company there are only two Directors and they are only shareholders. The Company proposes to enter related party transactions with a Firm in which such both Directors and shareholders are partners in that Firm. Please let me know company can pass special resolution in this case ? b/c third prov of section 188 say that no member of the company shall vote on such special resolution to approve contract or arrangment which may be entered into by the company, if such member is a related party ?

Q:- Can a Pvt. Ltd. Company pay remuneration to its ordinary directors who are neither MD or WD etc. on monthly or yearly basis without approval of shareholders? or any other approval is required ?

Q:- Can a Pvt. Ltd. Company pay remuneration to its ordinary directors who are neither MD or WD etc. on monthly or yearly basis without approval of shareholders? or any other approval is required ?

Q:- We are a public company unlisted company . We have changed our method of Depriciaiton from WDV to Starightline method as per the new companies act 2013 applicable on useful life of the asset from 1.04.2014. Due to this there is change in the carrying cost of the asset where surplus in profit and loss account arises to the the extent of Rs. 7 Crores My question is whether this amount is to be excluded from profits for the calculation of net profits for managerial remuneration under sec 198 .

Q:- If a person appointed u/s 196 and not u/s 203 reason being, KMP is not applicable and Co. is a public Ltd. Co and remuneration paid to the WTD (Non-KMP) is within limit as per Schedule V and Ordinary Resolution is passed. then MR-1 is required to be filed but for this, SRN of MGT-14 is required. Please let me know under which section MGT-14 is to be filed because Section 117 is not applicable as matter is OR and not covered under section 179 and rules made thereunder. Hope you will reply as early as possible because no professional advised me in this regard.

Q:- There are different views as to whether MBP-1 is required to be filed in MGT-14 as MBP-1 is not a mandatory attachment to MGT-14. Please clarify whether MBP-1 is required to be attached in MGT-14 along with the copy of Board Resolution?

Q:- The directors of an unlisted public limited company and a closely held private limited company disclosed their interest in Form 24AA in March, 2014. However the First board meetings of both the companies for the F.Y. 2014-15 were held on 12.04.2014 and 15.04.2014 respectively but they didnot disclose their interest in Form MBP-1 because they were not aware of the Form and provisions. They have submitted their disclosures in MBP-1 in the last week of June, 2014. whether taking note of the disclosure at the Board Meeting held on 30.06.2014 and filing the resolution with ROC in MGT-14 alongwith the reason for doing so suffice the compliance of the section?

Q:- Dear Sir! does director's retirement by rotation applicable to govt. companies also?

Q:- Dear Sir! does retirement of Directors by rotation applicable to govt. companies too?

Q:- Whether in a Private Company consolidation financial statement is mandatory if having wholly owned subsidiary company or associate Company ?

Q:- Whether in a Private Company consolidation financial statement is mandatory if having wholly owned subsidiary company or associate Company ? and Whether filing is mandatory to ROC ?

Q:- COMPANIES ACT 1956 HAD PROVIDED A SCHEME OF EASY EXIT FOR CLOSURE OF A COMPANY. NOW, WHETHER THIS SCHEME CONTINUES IN THE NEW ACT OR SOME OTHER GUIDELINES/ PROVISIONS HAVE BEEN INTRODUCED FOR THE PURPOSE?

Q:- For easy exit, a company has to submit inter-alia a statement of account duly certified by a CA in practice or auditor of the company. Please tell how much old-dated statement of accounts can be submitted. Can Statement dt. 31.03.14 will do for closure in this month

Q:- Is it required to have separate resolutions passed in respect of amendment of each regulation wherein there is adoption of entirely new set of regulations in the articles of association of a Company or it will be sufficient if a single resolution is passed to adopt the entire new set of regulations?

Q:- Is it required to have separate resolutions passed in respect of amendment of each regulation wherein there is adoption of entirely new set of regulations in the articles of association of a Company or it will be sufficient if a single resolution is passed to adopt the entire new set of regulations?

Q:- In how many Board Committees can a Director be member/Chairman? Which are the applicable provisons in this regard

Q:- In how many companies can a person be an Independent Director, say in Listed Companies and overall limit?

Q:- Would an issue of unsecured non convertible debentures on private placement basis by a listed company be considered as issue of deposit??

Q:- Would an issue of unsecured non convertible debentures on private placement basis by a listed company fall under the definition of deposits??

Q:- Could you pl confirm whether to carry out CSR activity, a company can float a charitable trust as settlor and PROMOTER director as Trustees.Can this new Trust shall carry out the CSR activities on behalf of Company or for other companies also?

Q:- A Company covered under CSR wants to distribute scholarships to poor and deserving students. Whether the expenditure incurred on function organized for distributing scholarship will be covered under CSR budget ?

Q:- If Loan from Shareholder is repaid on 01-04-2014 or converted into share application still there is requirement to file DPT-4? As in DPT-4 we need to give outstanding loan as on 01-04-2014. many Many Thanks in Advance

Q:- If Loan from Shareholder is repaid on 01-04-2014 or converted into share application still there is requirement to file DPT-4? As in DPT-4 we need to give outstanding loan as on 01-04-2014. many Many Thanks in Advance

Q:- Hello, Can some one let me know the activities / resolutions passed in the members meeting and board of directors meeting which requires to be filed with ROC in Form MGT-14.

Q:- A pvt Co has two directos - A and B. Director A resigns u/s 168 and there is a casual vacancy and the number of Director resulted in less than minimum two.It is proposed that the continuing director B complying with Sec174(2) hold a Board meeting for a limited purpose of appointing a new director C to fill up casual vacancy caused by resignation of A and appointment confirmed in AGM to comply provisions u/s152(2). Is is permitted? Or C is to be compulsorily appointed as Addl Director u/s 161(1)?

Q:- what will the date of first AGM for the Company incorporate in 28/01/2013?

Q:- In which e-Form attachment Form ADT-1 for appointing First Auditor will be attached and filed with ROC? Will it be filed in GNL-2?

Q:- Dear All, In the Form AOC-4, ADDT-1 SRN number is mandatory, We filed GNL-2 for appointment of auditors for the last year, if we fill the GNL-2 SRN it showing the error message while uploading i.e. Invalid GNL-2 SRN Number. Can we attach letter and fill the ADT-1 which we filed for the year 2015-16 and upload? Please suggest us in this regard.

Q:- Resolution for increasing Authorise capital and MOA is amended then whether share can be issued even if on the date of issue Form MGT-14 & SH-7 pending the allotment.

Q:- A wholly owned subsidiary wants to issue zero coupon bonds to its holding company. The bonds will be of 5 years . Can zero coupon bonds be issued under new companies act, 2013. Both the companies are not NBFC companies. which sections and rules govern the issue of zero coupon bonds?

Q:- 1. In Form DPT-1 being Circular or circular in form of advertisement for inviting deposit, in sub-para No. d in para 4. i.e. Financial Position of the company it is stated that Audited Cash Flow statement for the last three years immediately preceding the date of issue of circular or advertisement. My questions is in some of Company auditors has not prepared audited cash flow statement for those last three years or any of one year out of those last three years as it was not applicable to the company including private company as per Accounting standard, so let me know it is compulsory to provide audited cash flow statement for last three years in form DPT-1 even though it was not applicable in those last three years ?

Q:- If company propose to issue shares of private placement /preferential basis then that case company need to comply with provisions the provisions of both section 42 and 62 of companies act, 2013, in that case : 1) is it compulsory to issue shares at premium ? 2) is it compulsory to obtain valuation certificate if company is existing company want to issue shares at par ? 3) In case of new company, can company issue shares at par and in that case valuation certificate is compulsory ? 4) In new company suppose valuation certificate obtained ant value comes Rs. 8/- per share than it is compulsory for the company to issue shares at discount ?

Q:- Two private Companies 'A Pvt Ltd' &' B Pvt Ltd'. Both companies having two Directors each. Directors of both the companies are same two persons. 'A Pvt Ltd' holds 50% equity in 'B Pvt Ltd'. Rest 50% held by two Directors. 'B Pvt Ltd' holds 30% equity in 'A Pvt Ltd' . Rest 70% held by two Directors. Q: Whether Holding/subsidiary relationship is established? If yes, how? Which is holding company?

Q:- Dear Sir/Madam My client has missed filing Form -IEPF- 6 for the financial year 2016-17. The client wishes to file it now, however I am doubtful that it might go for compounding as 300 days have already passed. Please help me in knowing whether the form can go for compounding or can i just pay the required additional fee and complete necessary process Thanks and Regards

Q:- Has Central Government prescribed any rules under provisions of the section 157, so as to intimation of DIN by a person to the companies in which he/she is holding position as a director? If yes, please indicate the rules and forms applicable. If not, what course of action should be taken in the absence of a form functioning parallel to earlier form DIN-3?

Q:- upto which level the management should consider the Senior Mangerial Personnel, whether President, GM or Asst GM for noting appointment and removal or changes in respect of the same. Also clarify whether the Board should note the details of existing persons in this category

Q:- Can anyone please share the declaration to be given in Form INC-21, for Certificate of Commencement of Business. I am also not clear about the Stamp Duty that needs to be paid here, how much and how ...

Q:- Affidevitt of all the members are required for conversion of co-operative society to Company ? Form URC-1 states the requirement by way of attachment as Affidevitt from Members / partners. Kindly clarify.

Q:- What is the registration fees for incorporating a private limited company with one lakh authorised capital under the new act.I am asking as the fees for small company is Rs.2000 and other than small company is Rs.5000. Also what will be the fees for filing MOA and AOA?

Q:- Can an Independent Director be appointed by the Board as Additional Director under Sec 161 of the Act. Also can this appointment be regularised at the next ensuing AGM?

Q:- In a 100% State Government Company, all Directors are appointed by the State Government. Apart from full time Directors they are also appointing Non Whole Time Directors (NWTD) from other Companies in the same sector, for constituting Audit Committee (under old Act). Can these NWTDs now be re-designated as Independent Directors, pursuant to the exemptions given for 149(6)(a) and 149(6)(c).

Q:- Can a company accept Interest Free Loan from another unrelated Company. Is there be any violation for loan receiver under section 73-76, 186 or any other section. Kindly confirm.

Q:- As per new provisions of companies act a director interested in a resolution can not participate in a Board meeting. In my case a private limited company with two directors having a plot of land. The company wants to take on lease the plot of land owned by its directors and their relatives. on which to construct a factory building for its use.Can any one guide me as to how to enter into the agreement with the plot owner

Q:- Please guide whether analysis given below is proper. Interim dividend once declared cannot be revoked except in 2 cases 1) Where declaration of dividend is ultra virus 2) Where co ceases to be a going concern Co cannot withdraw withing five days also after declaration as interim dividend once declared, like final dividend, is a debt due from co. Declaratin of dividend out of reserve: 1) Out of C.Y. Profit- set off losses and unab. Dep of all the P.Y's 2) Out of reserve- set off of LOSS ONLY ( and not dep.) Of that f.y. in which dividend is to be declared. Non payment of dividend is an offence Which is not compoundable as there is 'and' and not 'or' so be careful.

Q:- My Question is whether Pvt. Ltd. Company needs to comply with the provisions of section 42 and rules 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of issue of shares by that company to person other than its existing members on preferential basis u/s. 62(1) (c) ? because definition of Private Company u/s. 2(68)(3) provide for prohibition any invitation to the public to subscribe for any securities of the company. Please clarify the same-

Q:- A Pvt Comany wants to issue shares on preferential placement basis. The Book value of the shares comes to Rs. 20/- per share and value as per discounted cash flow comes to Rs. 40/- per share. Can the Comapny issue shares @ a price of Rs. 160/- per share if any shareholder is willing to buy it?

Q:- Would a private company or a public company having a paid up share capital of less than INR 10 crore need to undertake compliance with respect KMP provisions, in case it were to have KMP(s).

Q:- can a private company give the guarantee to a partnership firm in which company is a partner but directors are not partners and their relatives are partner .

Q:- There are some loans which were given by the Company to its directors in the year 2010. What will be the treatment of these loans after coming into force of Section 185.

Q:- Whether loan to employee covered under this section? Whether loan to employee require Board approval? Whether minimum rate of interest is chargeable for loan to employee. (employee referred here is not director KMP)

Q:- Is LLP included in the definition of Firm under clause b of Explanation to sub-section 1 of section 185. i.e., can a private limited company (not exempted by the recent notification) grant loan to a LLP in which a director of the Company is a designated partner.

Q:- Activities Covered under CSR inadvertently shown under the head Donation. Whether can be claimed as a CSR Expenditure ?

Q:- One unlisted Public Limited Company, the company has passed special resolution u/s. 42 and 62 offer of Companies Act, 2013 on 25th June, 2014 authorizing the Board of Directors to create, offer, issue and allot 30,00,000 equity shares of Rs. 10/- each for cash at par in one o more tranches from time to time. The company has given list of 85 proposed allotters with their % post paid up capital in explanatory statement in terms of rule 13 of the Companies (Share Capital and Debentures) Rules, 2014. Subsequently Board of Directors of the Company approved Private Placement offer Letter in Form PAS-4 on 27/06/2014 and record private placement offer in Form PAS-5 and send offer to 45 persons alongwith Private Placement offer letter in Form PAS-4 to those persons on 27/06/2014. The company has received application money and allotted shares to those 45 persons. Subsequently the company has record private placement offer in Form PAS-5 and send offer to 30 persons alongwith Private Placement offer letter in Form PAS-4 to those persons on 23/07/2014. Please let me know what date of circulation of private placement offer letter in both Form PAS-5 i.e. For 1st Offer- date of circulation of private placement offer letter : 27/06/2014 For 2nd Offer- date of circulation of private placement offer letter : 23/07/2014 Also explain me that date of circulation of private placement offer letter is the date of approval of Private Placement offer letter or date on which private placement offer letter send to proposed allottees b/c Private Placement offer letter is approved by Board one time for entire offer and issue of Shares i.e. offer, issue and allot 30,00,000 equity shares of Rs. 10/-

Q:- Hi, Can a company delegate the power to allot shares & issue share certificate to any Board level committee under the Companies Act, 2013. Section 179 and Rule 5 (1) of The Companies (Share Capital and Debentures ) Rules, 2014 give power to the Board for issuance of securities. Rule 5 (3) (a) however provides for the authority to committee as well for giving authorisation for signing of share certificate. View of experts are invited on the above CS Neeraj Aggarwal 9871293629

Q:- Under Companies Act, 1956, a trust purchased shares of a Company through its trustee. Now after applicability of Companies Act, 2013, trust wants to demateralise shares its own name. Is it possible? If yes, what is the procedure and what about the share certificate previously issued in the name of trustee on behalf of trust?

Q:- If a Private Company Have Interest Free Deposit From its Share Holder can its come into the Defination of Deposit.

Q:- What is the prescribed manner for informing ROC in case of Deposits From Shareholders in case of private Ltd companies (upto 100% of share capital and reserves). Further, is DPT-3 Required to be filed in case of Private company which has accepted deposits from Shareholders only in above case.

Q:- One company want to issue shares to person who may or may not be members of the company on preferential basis u/s. 62(1)c) of Co. Act, 2013, Please let us know whether provisions of section 42 are applicable ? if yes the company need to comply with provisions of both sections and both rules made there under ?

Q:- Companies Act 2013 specifies age limit for appointment of Managing Director, Whole Time Director etc.. Now, is there any age limit specified under Companies Act 2013 for appointment of ordinary Directors?

Q:- Whether it is necessary to receive duly filled and signed MBP-1 from all Directors before dispatch of notice for calling Board Meeting or we simply place agenda item as " To take note of Disclosure of Interest" ( Though I am not in receipt of MBP-1 from all Directors ) and request all Directors to bring their duly signed MBP-1 at the Board Meeting.

Q:- Recently MCA has given list of Disqualified Directors and period of Disqualification is 5 years. My query is if one person has a Director in 4 different Companies say A Ltd, B. Ltd, C Ltd & D Ltd A Ltd - Company Status is Strike off -- MCA has given his name in Disqualified Directors List B Ltd -- Company Status is Active -- MCA has given his name in Disqualified Directors List due to annual return is not filed. C Ltd - Company Status is Active -- MCA has not given his name in Disqualified Director List -- Annual Return is pending for filing past 3 Years D Ltd- Company Status is Active -- MCA has not given his name in Disqualified Director List - Company is regular in filing of his annual return. Whether above Director is disqualified from all 4 Companies ? Whether he should continue or Discontinue in active Companies ? in Case of B Ltd and C Ltd ,Whether Company can file its annual return without prior approval of any authority? In D Ltd Director should continue or not ? How to Remove disqualification of Director ?

Q:- If paid up capital of Pvt. Ltd. is Rs.1 lakh and Loan from Share holder is Rs.1500 only still it is required to file DPT-4 irrespective of the fact that loan is paid prior to 30-06-2014. Pl. Guide Thanks in Advance

Q:- ESOP issued to foreign subsidiary has been vested and during the time of allotment, can i get the excercise price & related perquisite tax in INR or the employees has to deposit in USD? or exercise price should be in INR & tax amount to be collected in US? Which tax to be deducted, it is as per US taxation or Indian taxation.

Q:- If the Board of Directors of the Company borrowed money and mortgaged its properties in excess of its paid up capital and free reserves, then can company subsequently in general meeting ratify the borrowing so made and properties so mortgaged before passing of special resolution u/s. 180 (1)(c) and 180 (1)(a) of the Companies Act, 2013 or is there any violation of the act.

Q:- Respected Sir / Madam, We wish to apply for Fast Track Exit Scheme on one of our Private Limited Company. The Company has made default in filing of Balance Sheet and Annual Return for past 6 years. In view of the above, whether we can proceed for fast track exit of the Company with defaulting status. Please accord your valuable direction.

Q:- Can someone guide me... incorporated a pvt ltd co in 2010 have not filed any documents with ROC or anyone... just a few deposits made towards capital and received one payment from a client ( 2013) for which the money was paid to vendors ( for the payment received ) the project went for a toss and had to refund the amount paid by the client. since then no transactions Can someone help me what needs to be done to regularise this mess ? what would be the fees and penalties payable Thanks for your time Joshua

Q:- Is Schedule V of Companies Act, 2013 applicable to Pvt. Ltd. company for appointment, re-appointment, remuneration of MD/WD ?

Q:- Whether Section 188 is applicable for Foreign Subsidiary? Regards Raja

Q:- Is there any prescribed Qualification provided for appointment of CFO (Chief Financial Officer) and CEO (Chief Executive Officer) u/s. 203 of the Co. Act. 2013

Q:- Appointment of Additional Director is till the date of the Annual General Meeting. His appointment in AGM is subject to the proposal by a shareholder to appoint him as a Director. The proposal has to be accompanied with a sum of Rs. 1.00 Lac. Are there any exemptions available to any Company?

Q:- In a Pvt Ltd, in 2013 a promoter director was appointed as an executive director at a remuneration beyond the present notified schedule V. Whether the remuneration holds good after 01.04.2014

Q:- Whether filing of ADT-1 is mandatory for appointment of first Auditor at Board meeting ? And what about in case first auditor is appointed by members in EGM ?

Q:- Payment of Managerial Remuneration A Unlisted Public Limited Company having no profit or inadequate profit want to appoint/re-appoint managing Director/WD and proposes to pay or revise remuneration which is less than Slab mentioned in Part (a) of section II of schedule V of companies Act, 2013. For Example (i) Effective capital is Negative or Less than 5 Crores and Limit under this slab is Rs. 30 Laks P.A.- In this case company propose to pay or revise remuneration of Rs. 25 Lacs P.A., So company need to pass ordinary Resolution. Please clearly that in this case is it compulsory for the company to approve the remuneration by Nomination and Remuneration committee ?

Q:- Do we have to amend the AOA of the co. as per new act?

Q:- The Companies which fall within the purview of Rule 5 of Companies (Audit & Auditors) Rules, 2014 and Section 139(2) of Companies Act 2013 have been given a time transition of 3 years to comply with the provisions of rotation of auditors. Meaning that they need to appoint a new auditor in case the existing auditor has already exceeded the term permitted in the said Section. My query is: What about companies to whom the section is not applicable on 1.4.14 but by virtue of fresh borrowings beyond the limit given in Rule 5, the section becomes applicable to them? Do they also get a time transition of 3 years? Or do they need to make fresh appointment in this year itself.

Q:- Sir In Form DPT-1 the company has to furnish detail about financial position of the company including Audited Cash Flow Statement for the three years immediately preceding the date of issue of circular or advertisement. My question is that in private limited and unlisted public limited company, auditors has not prepared audited cash Flow statement for last three years as it was not applicable at that time. Then is it mandatory for those companies to furnish the audited cash Flow statement for the three years immediately preceding the date of issue of circular or advertisement in form DPT-1 ?

Q:- X Private Limited want to acquire 100% shares of Y Private Limited. Y Pvt Ltd. has three directors of which two are Foreign National and residing abroad. These two FN are shareholders. X Pvt Ltd will have new 2 additional directors. After appointment of additional directors - position is as under IN - 3 Directors, FN - 2 Directors. At the Board meeting to be held in India for transfer of shares of X to Y - can FN Directors participate in the meeting through video conferencing ? Can the votes of FN Directors be treated as valid vote for transfer ? Whether the subject of transfer of shares is to be treated as acquisition of company ? And If it is to treated as Acquisition, whether the said business can be transacted through video conferencing method ? Please reply. CS ATUL KULKARNI

Q:- WHETHER CERTIFYING THE DPT 4 FORM ITSELF BY THE CA IS SUFFICIENT COMPLIANCE OF THE RELEVANT DEPOSIT RULES OR A SEPARATE CA CERTIFICATE HAS TO BE ANNEXED? IN CASE OF INDEPENDENT CERTIFICATE, WHAT SHOULD BE THE CONTENT?

Q:- Can CA and Cs be partners, if they are Statutory Auditors and Secretarial Auditors respectively of the same Company? And if CS is pre-certifying the forms?

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