New Budget Highlights 2017


1.INDIVIDUALS

  • Existing tax rate for personal income of INR 2.5 – 5 lakhs reduced from 10% to 5%
  • 50% tax savings if a person is earning less than INR 5 lakhs
  • 10% surcharge to be levied on annual income from INR 50 lakhs – 1 Crore
  • 87A Rebate decreased from INR 5000 to INR 2500
  • Dividend Income taxable @ 10% if exceeds Rs 10 Lakhs, except for domestic companies or trust or institution or fund registered under
  • section 12AA or referred to in section 10(23C).
  • Simple one-page form to be filed as Income Tax Return – if taxable income other than business income is up to 5 lakhs
  • Levy of Additional Fees Max to 10000 for delay in Return Filling.
  • LIC to issue pension with 8% return
  • Once in A Year TDS @ 5% to be deducted on Rent Paid beyond 50000 P.M.
  • Restriction on set off of loss from house property to Rs 2 lakhs
  • Indexation benefit to be obtained from 1/4/2001 instead of 1/4/1981
  • Holding period for immovable property for LTCG reduced to 2 years

2. BUSINESS/PROFESSION

  • Corporate tax of 25% on Domestic Companies with turn over less than the INR 50 Crore
  • MAT credit can be availed up to 15 years
  • No Cash transaction above INR 3 lakhs, Penalty may be Levi able.
  • Allowable cash limits for cash payments reduced from INR 20,000 to INR 10,000 for all revenue and capital expenditure
  • No major changes under indirect taxation
  • Allocation to Make in India Schemes to be increased
  • A tax return can be revised in 12 months from completion of F.Y
  • For turnover up to INR 2 Crores, presumptive income is reduced from 8% to 6% for turnover which is by non- cash means
  • Maintenance of book of accounts for individual & HUF, if annual turnover is 25 lakhs (what about Professionals)

3. OTHER IMPORTANT ANNOUNCEMENTS

  • FIPB to be phased out
  • A new ETF with diversified CPSE stocks and other Government holdings to be launched in 2017-18
  • By 2019, all coaches of Indian Railways will be fitted with bio toilets
  • New Metro policy to be announced
  • Tier 2 airports infrastructure to be taken under PPP mode
  • A proposal to mandate all government receipts through digital means, beyond a prescribed limit, is under consideration
  • Strategic crude oil reserves proposed to be set up at 2 more locations
  • Head post office to issue PASSPORTS<
  • Introduction of a system to measure annual learning outcomes in schools
  • Skill Acquisition and Knowledge Awareness for Livelihood Promotion programme (SANKALP) to be launched
  • Next phase of Skill Strengthening for Industrial Value Enhancement (STRIVE) to also be launched in 2017-18
  • A scheme for creating employment in the leather and footwear industries along the lines in Textiles Sector to be launched

Corporate Social Responsibility

“ARE YOU A GOOD CORPORATE CITIZEN?”

CSR might be defined as corporate strategic philanthropy, even narrowed to “effective public relations” where the excellence of the organization and build accommodating relationships with stakeholders. It can be viewed as cause-related marketing. At best, it can be conceived of as knowing, achieving, and communicating about higher standards of performance in the public or community interest.

Consideration of corporate social responsibility is as old as organizations themselves. The central question always has been this: Does each organization, as it strives to achieve its mission and vision, add value to the society which explores its existence? Long before consideration focused on business, especially large corporations, questions about CSR addressed the rationale and acceptability by the government.

Here are the related provisions that are dealt with Corporate Social Responsibility in accordance with Companies (corporate social responsibility) Rules 2014.

Sl.no     Provisions Description/ explanations
1. Governance
  • Sec.135 of Companies Act,2013
2. Applicability

To

  • Every Companies having net worth of Rs.500 crores or more. (or)
  • Every companies having turnover of Rs.1000 crores of more. (or)
  • Every companies having net profit of Rs.5 Crores or more.
3. Minimum limit for Spending
  • Atleast 2% of their Average net profits accrued over last 3 years.
  • List of Activities may be initiated on CSR projects have been specified in schedule 7 of the Act, along with board’s approval.

4. Methods of implementation
  • On Suo-motto basis

  • Via Not for profit venture setup.

  • Collaborating or pooling their resources with other companies.

5. Domains where CSR activities are carried in
  • Education
  • Communication Ecology and health care
  • Business sustainability
  • Diversity.
6. Benefits/Advantages
  • Enhances business relationships with clients

  • It encourages both professional and personal development.

  • Ability to have positive impact in the society.

  • Cost Reduction

  • Employee retention.

7. Critics/Disadvantages
  • Larger companies take advantage as that costs would be included in cost of production, which inturn burdens the end customers.

  • Costs and expenses are needed for CSR Committee to set-up.

8. Disclosure
  • Disclosure of the reason for not spending the said amount is a compliance of the provisions. Non-disclosure, or absence of the details about the CSR policy and its implementation in the Boards’ report would attract penalties
9. Penalty for Contravention
  • For Companies: Failure to comply fine of not less than 50,000 which may extend to 25 lakhs.

  •  For Officer-in-default:  Imprisonment upto 3 years or with fine of not less than 50,000 which may extend upto 25 lakhs for every officer-in-default or with both.

 

CHARGES

Meaning of Charges

As per Section 2 (16) of the Companies Act, 2013 , charges means an interest or lien created on the property or assets of the company or any of its undertakings or both as security and includes a mortgage.

Essential Features of Charges

There should be 2 parties:- creator of charge and chargeholder. There should be a subject matter of charge, which may be current or future assets. The intention of borrower, in respect of repayment of borrowed money plus interest at agreed rate, should be displayed by an agreement entered by him.

Registration of Charges

All types of charges are required to be registered whether:

  • Created within or outside India.
  • Created on property or assets or any of the company’s undertaking.Creation is tangible or otherwise, situated in or outside India.

 

**If the company fails to register the charges within 300 days of creation or modification or within 30 days of satisfaction, then it may seek extension from Central Government to condone the delay.

Satisfaction of charges

The company shall give intimation to the Registrar within 30 days of payment or satisfaction of charges.

** The Registrar shall issue a notice to the charge-holder within 14 days, if the satisfaction form (i.e. Form CHG-4) is not signed by the holder or if it is not satisfied with intimation made by the company. If no response comes from the holder then the Registrar shall record the same and inform the company.

Consequences of Non-Registration Of Charges

Following are the consequences of non-registration:-

  • Charge becomes void.
  • Charge holder becomes unsecured.
  • Debt is still recoverable.
  • Company is penalized for the same.

Penalty for Non-Registration Of Charges

Applicable to Fines and penalties
Company Rs 1,00,000 to Rs 10,00,000
Officer in default

Imprisonment- Upto 6 months

Or

Fine- Rs. 25,000 to Rs. 1,00,000

Or

Both

 

Particular of charges

The following particulars in respect of each charge are required to be filed with the Registrar:

(a) date and description of instrument creating charge;

(b) total amount secured by the charge;

(c) date of the resolution authorizing the creation of the charge; (in case of issue of secured debentures

only);

(d) general description of the property charged;

(e) a copy of the deed/instrument containing the charge duly certified

or

if there is no such deed, any other document evidencing the creation of the charge to be enclosed;

(f) list of the terms and conditions of the loan; and

(g) name and address of the charge holder.

List Of E-Filing Under Charge

Sl. No. E-Form                      Purpose
1 CHG-1 Creating or modifying the charge (for other than Debentures)
2 CHG-2 Certificate of registration
3 CHG-3 Certificate of modification of charge
4 CHG-4 Intimation of the satisfaction to the Registrar
5 CHG-5 Memorandum of satisfaction of charge
6 CHG-6 Notice of appointment or cessation of receiver or manager
7 CHG-7 Register of charges
8 CHG-8 Application for condonation of delay shall be filed with the Central Government
9 CHG-9 Creating or modifying the charge in (for debentures including rectification)
10 CHG-10 Application for delay to the registrar

DIFFERENCE BETWEEN PRIVATE LIMITED COMPANY V/S ONE-PERSON COMPANY (OPC) V/S LIMITED LIABILITY PARTNERSHIP (LLP)

What kind of business you should Start off with?????

There are several platforms which are available, to Choose one’s plan of owning a business and deriving maximum benefits out of it. However, one need to make a proper analysis of the risks and returns of which they are anticipating of such occurrence before venturing into a new project or certainly the outcome from it.

Here’s the quick analysis of the 3 different forms of organization.

There are various criteria which distinguishes Private ltd company, OPC & LLP.

 

Aspects Private Ltd Company One-person Company(OPC) Limited Liability partnership(LLP)
Governed by Companies Act 2013 Companies Act 2013 Limited Liability partnership Act 2008
Minimum No of Members Min.2 members (Can be body corporate also) 1 member who is resident of India, and 1 nominee should be present. LLP should have a minimum of 2 members. There is no limit on maximum number of members.
Minimum No of Directors Min.2 Directors out of which 1 Director has to be present in India. 1 Director who has to be a resident of India. 2 Designated partners out of which 1 director has to be present in India.
Name shall include Name of the Private Company to end with “Private Limited”. “One-person Company” shall be mentioned in brackets below the name of such company. Name to end with LLP (Limited Liability partnership)
Minimum Capital No minimum requirement No minimum requirement No minimum requirement
Taxation Taxed at 30% + Surcharge + Cess. Taxed at 30% + Surcharge + Cess. Taxed at 30% + Surcharge + Cess.
Annual filings Annual accounts and annual returns to be filed with ROC. Financial Statements and Annual return to be filed with ROC. Annual statement of Accounts and Solvency & Annual Return has to be filed with ROC.
Statutory Audit Compulsory Compulsory If Contribution is >than 25 lakhs, or turnover is

>40 lakhs.

Minimum Number of Meeting (Including Board & AGM)
  • Atleast 4 Board Meetings, 1 in each quarter & the gap between 2 meetings should not be more than 120 days.
  • AGM to be held within 6 months from closure of Accounts (usually in the month of September of every year)
  • Atleast 1 Board Meetings, 1 in each half year & the gap between 2  meetings should not be less than 90 days.
  • No requirement of AGM.
  • No specified Limits.
Suitability More suitable for businesses, trade, manufactures, large industrial establishments etc. Suitable for Individuals whose Capital requirements are less than 50 lakhs or Turnover is less than 2 Cr. More suitable for professionals like CA, CS, Advocates etc.
Conversion Can be converted into LLP. Can be converted only after the expiry of 2 years from the date of incorporation. Can be converted into Company/Firm.
Time taken for Registration 5-7 days 7-10 days 10-15 days
Procedure for Incorporation
  • Obtain Director Identification Number(DIN).
  • Obtain Digital Signature Certificate(DSC)
  • Name Approval
  • Filing of Various Documents & forms required for Incorporation
  • Obtain Director Identification Number(DIN).
  •   Obtain Digital Signature Certificate(DSC)
  •   Name Approval
  •   Filing of Various Documents & forms required for Incorporation
  •   Filing Nominee Details.
  • Obtain Director Identification Number(DIN).
  •   Obtain Digital Signature Certificate(DSC)
  •   Name Approval
  •   Filing of Various Documents & forms required for Incorporation
  • File LLP Agreement.
Liability Limited Liability Limited Liability Limited Liability

Conclusion:

  • One-person Company is a new concept that has been introduced in India. Still there are lot of Changes having to be undergone and lot more review for the improvement of OPC Company is required.
  • In an LLP, one partner is not responsible or liable for another partner’s misconduct or negligence. This is an important difference from the traditional unlimited partnership under the partnership Act, in which each partner has joint and several
  • Private Limited Company the business owners hold all shares of the company privately. Shareholders may operate the business themselves, or hire directors to manage the Company on their
  • Forming a private limited Company results in protection of personal assets, access to more resources, financial assistance and greater
Deposit

Demonetisation Update: Things you need to know about depositing old notes in banks

Last date

  • Last date to deposit old notes is Dec 30

 

Restrictionsa

  • Old notes above value of Rs.5000 can be deposited only once before Dec 30.

 

 

Magnify

  • Deposit of old notes above value of Rs.5000 will be subject to audit and taken on record. A satisfactory explanation will be required during such deposit.

 

scrutiny

  • Deposits made in small amounts above value of Rs.5000 via old notes will be subject to scrutiny

 

Regulations

  • Only KYC compliant bank accounts will be credited with full value of deposits made above Rs.5000. Non complaint accounts will be restricted to credits limiting upto Rs.50,000

 

Exempt

  • The regulations are exempt for deposits under Taxation and Investment Regime for the Pradhan Mantri Kalyan Yojana, 2016

ADVANCE TAX AND SELF-ASSESSMENT TAX

For Individuals, there are two types of tax that you might have to pay before submission of your return as on 31st July 2017:

  1. Advance Tax

If you have annual tax dues of more than Rs.10, 000, you must pay income tax in advance. Usually, for the salaried, these income tax payments are taken care of via TDS deductions by employer.

Due Dates of payment of Advance Tax for FY 2016-17

For Individuals

On or before 15th June – Up to 15% tax

On or before 15th September – Up to 45% of tax

On or before 15th December- Up to 75% of tax

On or before 15th March- Up to 100% of tax

How to calculate and pay advance tax:

  • Estimate your Total Income: Add income from all sources. Include salary income, interest income, capital gains etc.

  • Allow deductions: From your total income reduce deductions and arrive at your taxable income.

  • Calculate Tax due on total income: Apply the latest income tax slab rates on your taxable income to calculate your income tax due. Reduce any TDS that may have been deducted from your total tax due. These have to be paid as per the installments mentioned above.

  1. Self Assessment Tax

Your income tax return cannot be submitted to the tax department, unless you have paid tax dues in full. Sometimes, you may see tax payable at the time of filing your return (in spite of paying advance tax).

You can only file the returns once you have successfully paid the income tax online.

Usually, interest under section 234B and 234C will also have to be paid along with your tax due, if you are paying tax after 31st March.

For online payment of both advance tax and self assessment tax

Step 1: Login to http://www.tin-nsdl.com > Services > e-payment: Pay Taxes Online.

Step 2: Select the relevant Challan (CHALLAN NO./ITNS 280)

Figure: Challan for payment of Advance Tax and Self Assessment Tax

Step 3: Select your bank and pay the amount through net banking.

Step 4: A challan counterfoil will be displayed containing CIN, payment details and bank name through which e-payment has been made. This counterfoil is proof of payment being made. Please store the Counterfoil.

In case you need some expert help to calculate the tax payable and the amount of advance tax to be paid, contact us: info@unicomply.com or call: 9739002844.

Why is PAN card Important?

Based on the Circular by GOI, CBDT as on 17th November 2016, PAN will be mandatory for these 5 new transactions along with the earlier list of transactions.

The Income Tax Department prescribes a list of transactions for which quoting of Permanent Account Number (PAN) is mandatory. These are listed in Rule 114B of the Income Tax Rules, 1962 that were first inserted with effect from 1st November 1998 and have been amended from time to time. The list under Rule 114B as on date requiring PAN to be quoted includes the following banking transactions:

a. Deposit with a banking company or a co-operative bank in cash exceeding fifty thousand rupees during any one-day.

b. Purchase of bank drafts or pay orders or banker’s cheques from a banking company or a co-operative bank in cash for an amount exceeding fifty thousand rupees during any one-day.

c. A time deposit with a banking company or a co-operative bank or a Post Office

d. Opening an account [other than a time-deposit referred to above or a Jandhan / Basic Bank Deposit Account] with a banking company or a co-operative bank.

In addition to the existing requirement of quoting of PAN in respect of cash deposits in excess of Rupees fifty thousand in a day, quoting of PAN will now also be mandatory in respect of cash deposits aggregating to Rupees two lakh fifty thousand or more during the period 09th November, 2016 to 30th December, 2016 as per an amendment notified by CBDT on 15-11-2016.

The Department has already issued close to 25 crore PAN till date. You can also apply for PAN applying to the NSDL in a prescribed format with the necessary documentary proof.

In case you are having trouble we can help you with your PAN application. Please contact us on +91 7022251221, 080-40463170 or drop in an email at info@unicomply.com

Understanding Demonetization

Why Demonetization?

The incidence of fake Indian currency notes in higher denomination has increased. For ordinary persons, the fake notes look similar to genuine notes, even though no security feature has been copied. The fake notes are used for antinational and illegal activities. High denomination notes have been misused by terrorists and for hoarding black money. India remains a cash based economy hence the circulation of Fake Indian Currency Notes continues to be a menace. In order to contain the rising incidence of fake notes and black money, the scheme to withdraw the specified notes has been introduced.

What is Demonetization?

The legal tender character of the existing bank notes in denominations of 500 and 1000 issued by the Reserve bank of India till November 8, 2016 (hereinafter referred to as Specified Bank Notes) stands withdrawn. In consequence thereof these Bank Notes cannot be used for transacting business and/or store of value for future usage. The Specified Bank Notes can be exchanged for value at any of the 19 offices of the Reserve Bank of India or at any of the bank branches of commercial banks/ Regional Rural Banks/ Co-operative banks or at any Head Post Office or Sub-Post Office.

District Central Cooperative Banks (DCCBs) can allow their existing customers to withdraw money from their accounts upto (24,000 per week upto November 24, 2016. No exchange facility against the specified bank notes (500 and 1000) or deposit of such notes should be entertained by DCCB’s. The Reserve Bank has accordingly advised all banks to permit withdrawal of cash by DCCBs from their accounts based on need.

How much time to exchange the notes and make cash deposits?

The scheme closes on December 30, 2016. The Specified banknotes upto 4500 per day can be exchanged at branches of commercial banks, Regional Rural Banks, Urban Cooperative banks, State Cooperative Banks and RBI till November 24, 2016 and the cash amount can be deposited till 30th December, 2016, at specified RBI offices. As there is ample time, people need not rush to exchange putting avoidable strain on the banking branch network.

Proof of identity that needs to be carried to exchange/ deposit the Specified bank notes

Aadhaar Card, Driving License, Voter ID Card, Pass Port, NREGA Card, PAN Card, Identity Card Issued by Government Department, Public Sector Unit to its Staff.

A brief summary of the dates, events and remarks are given below for your better understanding:

Start Date

Particulars

End Date

Limits (Rs.)

Remarks

8-11-2016

Old Currency notes are no longer valid. Certain specified outlets still accept the old currency till the end date.

11-11-2016

will still be accepted in Petrol Pumps, government hospitals, Railway, airline, government bus ticket booking counters, Consumer co-operative stores run by state or central government, Milk booths authorized by state governments, Crematoriums and burial grounds till 11th November 2016.

9-11-2016

ATMs shut down and Banks closed to public.

10-11-2016

ATMs will not work and banks will not be accessible to public  to adjust to the changes made.

10-11-2016

Old Notes can be deposited in banks

30-12-2016

Valid Bank Account or Post Office saving account

10-11-2016

Old Notes can be exchanged for new ones.

24-11-2016

4,500/-amount to be reviewed later

Original Identity Proof with a copy in the form of Aadhaar card, PAN Card, ration card, passport, driver license.  Exchange can be made in all branches of commercial banks/RRBS/UCBs/State Co-op banks or at any Head Post Office or Sub-Post Office and all Issue Offices of RBI

10-11-2016

Money can be withdrawn from ATMs.

18-11-2016

2,000/- per day

10-11-2016

Money can be withdrawn from Banks

10,000/- per day limited to 20,000/- per week

Weekly amount includes amount withdrawn from ATMs.

19-11-2016

Amount that can be withdrawn from ATMs is increased.

4,000/- per day

31-12-2016

Old Notes can be deposited in cases where depositing before 30-12-2016 was not possible.

31-3-2017

ID Proof, Pan & Declaration Form

Foreign Tourists

within 72 hours after the notification

foreign exchange equivalent to Rs. 5,000/-

provide proof of purchasing the old notes

Person not in India

authorize in writing enabling another person in India to deposit the notes

Same as for any Indian

Same as for any Indian

person so authorized has to come to the bank branch with the old notes along with the authorization letter and a valid identity proof

NRIs

Same as for any Indian

Same as for any Indian

deposit the old banknotes to their NRO account.

I have a problem, whom should I approach?

You may approach the control room of RBI by email or on Telephone Nos 022 22602201/022 2260294.

You can also contact us on +91 7022251221, 080-40463170 or drop in an email at info@unicomply.com

ANY HIGH VALUE CASH TRANSACTION IN BANK ACCOUNT? YOU MAY RECEIVE A NOTICE BY THE IT DEPT.

Firstly lets understand what is a High value cash Transaction?

With an aim to curb black money mess and to track high value cash transactions, the government has decided to implement new reporting guidelines w.e.f November 2016. As per the govt’s notification, all goods & services providers have to report to the IT department about high value cash transactions & cash receipts.

Under the new norms, cash receipts, purchase of shares, mutual funds, immovable property, term deposits, sale of foreign currency will have to be reported to the tax authorities in a prescribed format, which is Form 61A.

  • Immovable Property: The Registrar of properties will have to report purchase & sale of all immovable property exceeding Rs 30 Lakh to the Income Tax authorities.

  • Professionals: The Professionals will be required to inform the tax department of receipt of cash payment exceeding Rs 2 lakh for sale of any goods or services.

  • Cash Deposits in Banks: Banks will have to report cash deposits aggregating Rs 10 lakh or more in a financial year in one or more accounts (other than Current Account / Time Deposit) of a person.

  • Term Deposits in Banks:  Banks will have to report cash deposits aggregating Rs 10 lakh or more in a financial year in one or more Time Deposit accounts of a person (other than a time deposit made through renewal of another time deposit). These norms will also cover deposits and withdrawal made in Post Office Account.

  • Deposits in Current Accounts: Cash deposits or withdrawals aggregating to Rs 50 lakh or more in a financial year in one or more Current Account of a person will have to be reported by the bank to the I-T authorities.

  • Any cash payment of Rs 10 lakh or more in a financial year for purchase of bank drafts or pre-paid instrument issued by RBI will also be reported.

  • Investments in Financial Securities : A company has to report receipt of Rs 10 lakh or more from a person/an investor in a financial year for acquiring bonds, debentures, shares or mutual funds (other than the amount received on account of transfer from one scheme to another scheme of that Mutual Fund).

  • Cash Deposits during 9th Nov to 30th Dec, 2016: Cash deposits during the period 09thNovember, 2016 to 30th December, 2016 aggregating to –

    • (i) Rs 12.5 Lakh or more, in one or more current account of a person (or)

    • (ii) Rs 2.5 Lakh or more, in one or more accounts (other than a current account) of a person.

In addition to the above list, quoting your PAN is now mandatory for many financial transactions. Based on this data also the IT department can track your financial transactions.

If you receive any notice by the IT department for any high value cash transaction, you can follow these steps to response to the IT department

Step 1: Log in to e-filing portal https://incometaxindiaefiling.gov.in. 

Step 2: If you are registered, fill in your details and click on the compliance tab. If not, register yourself and proceed.

Step 3: Under the Compliance tab click on “ Accounts with Cash Transaction” link. You may also find this option under “Quick Link”. This will direct you to “ Bank/ Financial Account(s) with substantial Cash Transaction page.

Step 4: Check the details of the bank account related to you.

Step 5: Please select your reason amongst the one given in the page and make the submission. Keep the acknowledgement for your record.

Step 6: In case you make a mistake in submission of response, you may further revise it by login to e-filing portal.

In case you are having trouble we can help you. Please contact us on +91 7022251221, 080-40463170 or drop in an email at info@unicomply.com

Conversion from Public to Private Company

 CONVERSION OF PUBLIC COMPANY TO PRIVATE COMPANY

                                                               

                                             private-to-public-company-conversion-services-250x250

The Companies Act, 2013 was expected to simplify the provisions but on the contrary it brought lot of restrictions on doing business. Therefore, many public companies are converting themselves into private limited company.

REGULATORY REQUIREMENTS:

Legal Provisions related to Conversion of Public Company into Private Company are given in Section 18 and 14 of the Companies Act, 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014.

As per Section 13 and Section 14 of the Companies Act 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014. A public company can be converted into the private company only after obtaining its shareholders approval by way of passing of special resolution in general meeting.

 

[As per Second Proviso of Section 14(1)]

For Conversion of Public Company into Private Limited Company foremost requirement is Alteration in Article of Association of Company. According to the Act alteration of article of association of public company cannot be done without previous approval of Tribunal.

 

But as per General Circular No. 18/2014 dated June 11, 2014 “For Conversion of Public Company into Private Limited Company the corresponding provisions of Companies Act, 1956 shall remain in force till corresponding provisions of Companies Act, 2013 are notified. Power of Central Government will be vest into the ROC.

 

PROCEDURE/STEPS FOR CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY

S. No. STEPS ACTION
A.   BOARD MEETING ISSUE NOTICE 

In accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors.

Main agenda for this Board meeting would be:

  AGENDA :

 

1. Pass a board resolution to get in principal approval of Directors for conversion of a public company into a private company by altering the AOA subject to the approval of Central Government;

2. Fix date, time and place for holding Extraordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for conversion of a public company into a private company.

3. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

4. To authorize the Director or Company Secretary to issue Notice of the Extra-Ordinary General meeting (EGM) as approved by the board.

 

B.NOTICE OF GENERAL MEETING:

1.  Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date of the EGM :

·   All the Directors.

·  Members

·  Auditors of Company

 

C.CONVENE A GENERAL MEETING: ·        

 

1.   Check the Quorum.

2.  Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).

3. Pass Special Resolution.[Section-114(2)] to get shareholders’ approval for Conversion of Public Limited Company into Private Limited Company along with alteration in articles of association.

4.       Approval of Alteration in MOA & AOA.

 

D. ROC FORM FILING

For alteration in Article of Association for conversion of public company in Private Company under section 14, few E-forms will be filed with concerned Registrar of Companies at different stages as per the details given below

1.        E- Form MGT.14

As per Section 117(3) Copy of this special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing special resolution in the EGM.

 

ATTACHMENT:

i. Notice of EGM along with copy of explanatory statement under section 102;

ii. Certified True copy of Special Resolution;

iii. Altered memorandum of association;

iv. Altered Articles of association

v. Certified True copy of Board Resolution may be attached as an optional attachment.

It is relevant to note that first you have to file form MGT.14 as SRN No. of form MGT.14 will be used in form INC.27

Accordingly, an Application for conversion of a public company into a private company is required to be filed in e-Form INC.27 to the ROC concerned, with all the necessary annexure and with prescribed fee.

 

ATTACHMENT

i.      It is mandatory to attach Minutes of the member’s meeting where approval was given for conversion and altered articles of association.

ii.      No need to attach copy of order of Competent Authority.

iii.    Altered Articles of Association.

iv.    Other information if any can be provided as an optional attachment

Note:

 Some ROC require following further documents in INC-27.

i.   Affidavit from Director or MD or WTD stating following:

ü.  That Company was never listed with any stock exchange, never it accepted any deposit;

üi.  Letter of no objection have been obtained from all creditors   /Debentures holders.

iv.  No demand from Sales Tax or Income Tax or Excise is pending

v.   Copy of certificate of Commencement of Business.

vi.  Certified list of Creditors of the Company as on date of EGM.

iv.  Certified list of Members of the Company as on date of EGM.

v.   Proof of filing of statutory report with ROC.

vi.  List of cases pending before any court of Law where company is a party.

If ROC satisfied then ROC shall close the former registration and issue fresh certificate of incorporation, after registering the documents submitted for change in class of company.

 

 

 

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