Mandatory Registers Required under Companies Act, 2013

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MANDATORY REGISTERS REQUIRED MAINTAINED UNDER COMPANIES ACT-2013

From Incorporation to Liquidation for any Company, various Registers are required to be prepared and updated from time to time, as it is a statutory Requirement as prescribed under the provisions of Companies Act, 2013 and the relevant rules made thereunder.

There are Different Registers to be maintained. Not all the registers are needed to be maintained, however it depends upon the nature of Company (Whether it is Private Company, Public Unlisted Company or Public Listed Company, One-Person Company).

List of Registers as per Companies Act, 2013

Sr. No Relevant Sections & Rules Register Name
1. Sec. 46(3) & Rule 6(3) of Companies (Share Capital and Debenture rules) 2014

 

Register of Renewed and Duplicate Share Certificate
2. Section 54 and Rule 8(14) of the Companies (Share Capital and Debentures) Rules 2014

 

Register of Sweat Equity Shares
3. Section 62 (1)(b) and Rule 12(10) the Companies (Share Capital and

Debentures) Rules 2014

 

Register of Employee Stock Options
4. Section 68(9) and Rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014

 

Register of shares or other securities bought-back
5. section 85 and Rule 10(1) of the Companies (Registration of Charges) Rules, 2014

 

Register of charges
6. section186(9) & rule 12(1) Register of loans, guarantee, security and acquisition made by the company

 

7. Section 187(3) and Rule 14(1) Register of investments not held in its own name by the company

 

8. Section 189(1) and Rule 16(1) Register of contracts with related party and contracts and Bodies etc. in which directors are interested

 

9. Section 88 (1)(a) and Rule 3(1) of the Companies (Management and Administration) Rules, 2014

 

Register of Members
10. Section 88 (1)(b) and(c) and Rule 4 of the Companies (Management and Administration) Rules, 2014

 

Register of debenture holders/ other securities holders

 

 

 

 

 

MCA Update

 

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Amendment in Incorporation Rules dated 27.07.2016

Following are the major amendments mentioned in the Notification:

*1. Subscription Sheet of Incorporation*
Now, the type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness so long as they append his or her signature or thumb impression.

 

*2. Proofs of Subscribers*
In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.

 

*3. Form INC-10 is omitted. * 
Now, no need to attach Form INC-10 in Incorporation application.

 

*4. Publication of name by Company*
Every company which has a website, shall disclose/publish its name, address of its registered office, CIN, etc. on the landing/home page of the said website.

 

*5. Shifting of RO from One state to another*

  1. NOC from RBI to be attached with Form INC-23, in case Company is registered NBFC.
    b. In case of Listed Company, now no need to serve notice along with copy of application to SEBI.

 

FINISH filing your old Income Tax Returns by August 31 2016

Are you sure your IT Return has been filed and processed?  Merely uploading the IT return does not finish the process.  You also need to file acknowledgements of tax returns to complete the process or else the return submission is not complete.

Don’t worry, the Government has permitted all tax payers to regularise their returns for the last six assessment years by 31 August 2016 to complete the process.

The Central Board of Direct Taxes (CBDT) has given a final opportunity to taxpayers to complete pending tax returns for the previous six assessment years. This is being done to regularise income tax returns that have remained pending because the ITR-V (acknowledgement) was not received by the Central Processing Cell (CPC).

Returns for AYs from 2009-10 to 2014-15, which were uploaded electronically by the taxpayer within the time allowed but have remained incomplete due to non-submission of ITR-V for verification, will also be allowed for verification through an Electronic Verification Code (EVC).

It is mandatory for all the taxpayers who have annual total income of more than Rs.5 lakh or have a refund claim, to e-file their ITR. The next step is to verify the ITR-V using any of the following methods, and this needs to be done within 120 days from filing of the return:

  • Verification using a digital signature;
  • Sending a signed form ITR-V to tax department’s Centralized Processing Centre (CPC).
  • E-verification of ITR-V using a one time password (OTP), either through Aadhaar or Internet banking (introduced from AY 2015-16).

While most of the people generally file their returns, many forget to complete the last part of the process – verifying the ITR-V, which technically means that the return has not been filed.

Where tax filers have not submitted their ITR-V within the stipulated time period of 120 days, the return is not considered as Valid. However, the same can now be regularised for the returns from AY 2009-10 to AY 2014-15.

An intimation is generally received from the income tax department if your ITR is pending because of non-submission of ITR-V. Nonetheless, you can also find out the status yourself by logging on to the tax department’s website: https://incometaxindiaefiling.gov.in.

 

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Under services, you will find an option ‘ITR-V Receipt Status’. Enter your Permanent Account Number (PAN) and AY or e-Filing Acknowledgement Number. If ITR-V has not been received within the prescribed time, its status will not be displayed, which will mean that you need to take steps to complete the filing process.

Completing verification

You can either complete the verification process through any of the methods specified above.

Interest on refunds due

If there is a pending refund, interest on it will be calculated based on the rules under section 244(A)2 of the Act. However, if your ITR-V is pending for processing due to your mistake, interest on due refunds will be calculated only till the date of filing returns.

Please make sure you use this opportunity and regularise your Income Tax Returns. This is the final opportunity provided by the Government. If not done, it will be treated as though the return was never filed – aka – does not exist. Penalty of Rs.5,000 may also be levied apart from interest on pending taxes, and other penal actions can also be taken.

We strongly recommend you to check the status of your ITR – V on the tax department’s website and do the needful as early as possible. This is a good opportunity to get your tax filings in order.

Please note – the Government has only permitted to file the ITR-V till August 31, 2016. It does not mean that you can proceed to file your Income Tax Return now, if you have not filed earlier.

Ensure you check your e-Filed Returns status to know what is the status of the Income Tax Returns filed. Below is the sample of how the screen may look for the different years that you have filed your returns.

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If status is showing return uploaded, it means the return is pending for verification. You can click the green box just above the return status (which says “Click here to view your returns pending for e-verification”) and then e-verify to complete the process immediately.

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Should you require any clarification or assistance, please feel free to mail on info@unicomply.com

File your Income Tax Returns now – Do not delay it –Reasons & explanation

After every financial year ends, it is a good process to reflect upon the past year and make future outlook better.  Also, it is a time to set right all your financial details and file your income tax return (without waiting for the due date to reach close).

Many people procrastinate on this process, waiting until close to the July 31stdeadline to get going (and many people fail to do it even ater that, until and unless prompted by external factors like IT notice on non-filing, visa requirement etc).

There are many reasons why it’s a bad idea to wait to file your income tax returns.The intelligent and smart ones get going as soon as possible, and they reap the rewards of early filing.

If you are stuck in thought on whether you should take the steps to go ahead and file your income tax return or think of doing it later (cos you are busy busy busy), here are some negatives of procrastinating and a few reasons why it helps to file it soon…

  1. Mistakes often happen if you rush at the end moment

Think of the times that you have had to rush in doing some work and you have either messed it or not done your best with it. When you wait until the last minute, you will be working under pressure. You’ll be rushing to finish things, and you won’t have the time to go back and recheck or review the things that you need to recheck or review.

This leads to an increase in probability that you may make a mistake on your taxes.  You may forget to enter some important details, fail to disclose income, avail deduction etc.

If you start earlier, you will have a chance to go back, reflect and look at your Income Tax Computation workings with a fresh mind again.  You will ensure that it is all done properly & filed.

  1. Your Tax refund is your right – Why delay?

The Income Tax Returns can be filed by you as soon as the ITR Forms are available (mostly May starting).  The earlier the IT Filing is done, the earlier the returns can be processed by the IT Department.

People who wait to file till the deadline can have to wait for the refund as the processing may take longer (due to bulk inflow of IT returns).  Why delay filing when you can get your tax refund at the earliest?

  1. Opportunity loss as your money (refund) is not with you

In continuation of the last point, when you file your returns early, you get your tax refund sooner and you can use the same to make more wealth. Whether you putthat money in stock markets (risk and returns, both higher) or even keep it in the bank (where it grows a measly 4% to 7%), you have a chance to put that money to work for you.

The longer you wait, the longer you are lending your money to the Government of India without receiving any return. While impact may look smaller to you, this is a bad move in the long term, depriving you of the benefits of compound interest. Even if you’re not a stock market investor, it is useful to have the refund amount in your bank, as you can spend it on something you want or just keep it for safety and security.

  1. Professional help may be limited if filing returns closer to deadlines

A professional may give you more time when you approach him/her to file your returns.  Depending upon how complex your tax filing happens to be, you may benefit from more time with a professional who knows precisely what he/she is doing. If you wait until the last minute, you will have a difficultyin getting time with your accountant or tax expert.

If you start earlier, the professional can go through your data in order to ensure that you’ve availed all the possible deductions, exemptions, etc. This time can save you big money (and your time as well) over the long run.

  1. Waiting longer increases your chances of being noted in default lists

The IT department, with its increased technological push, is now starting to send default notices to people/ corporates/ PAN holders who have not filed their return of income.  The IT department can get hold of your transactions made (as PAN is now increasingly being used in various domains) and therefore, if IT return has not been filed, you may get a notice seeking explanation.

It is always wise to get a jump start on your tax filing. There is no reason to follow the crowd and waiting until the end of July 31 to file. The earlier you file, the better your chances of avoiding mistakes that could potentially cost you a lot of money in interest and penalties down the line. On top of that, you’ll have one less worry as you can concentrate to increase your wealth in current financial year.

 

Krishi Kalyan Cess – Have you treated it correctly? Applicability and impact on pending invoices/ payments as on June 1, 2016

Krishi Kalyan Cess 1 Krishi Kalyan Cess 5

As you are aware that the effective rate of service tax has increased from 14.5% to 15% with the introduction of KrishiKalyan Cess (“KKC”) of 0.5% with effect from June 1, 2016.  In this regard, it is to be noted that if the payment is received on or after June 1, 2016, then the service provider will be liable to pay KKC to the Government as per Point of Taxation Rules, 2011.

The applicability of KKC, being a new levy for the first time on services, is governed as per Rule 5 of Point of Taxation Rule, 2011.  The explanation thereto. Rule 5 of Point of Taxation Rules, 2011 is as under:-

“Where a service is taxed for the first time, then –

  1. a) no tax shall be payable to the extent the invoice has been issued and the payment received against such invoice before such service became taxable;
  1. b) no tax shall be payable if the payment has been received before the service becomes taxable and invoice has been issued within fourteen days of the date when the service is taxed for the first time.

Explanation 1 – This rule shall apply mutatis mutandis in case of new levy on services.

Explanation 2 – New levy or tax shall be payable on all the cases other than specified above.”

Krishi Kalyan Cess 2 Krishi Kalyan Cess 3

In lights of the above applicable provisions of the law and explanation thereto, any invoice which has been issued prior to 01-June-2016 for which the payment are made on or after 01-June-2016 shall attract the new levy KKC.

Krishi Kalyan Cess 4To illustrate, if an invoice is issued on May 30, 2016 with a service tax rate of 14.5% and the payment is received on June 2, 2016, then the service provider would be liable to pay KKC to the Government i.e. the effective rate would be 15%.  He will be required to either collect it from his customer or pay from his pocket.

We hereby request and advise you to make the payment on or before 31-May-2016 against invoice already issued. Without prejudice to the above, in the event, wherein, any invoice which remains outstanding as on 31-May-2016, it is necessary that an additional invoice be issued for levy of new tax KKC on such outstanding amount.

It may be further noted that the additional levy of KKC on such outstanding amount shall be eligible for CENVAT credit.

It is to be noted that if such payment is not made, then the service provider will be liable to pay interest and penalty on KKC not deposited based on the above provision.

In case of any clarifications you may contact us on info@unicomply.com or on +91-70222-51221.

Article Credit – CA Nitin Nahar & CA Mohit Bajaj

Are u a Start Up?????

The time Narendra modi, the Prime minister had announced the Start up India plan on 16th January, 2016 there has been buzz around everywhere specially amongst youths and entrepreneurs.

The main ideology behind this is to promote bank financing for start-up ventures to boost entrepreneurship and encourage Start-ups with jobs creation. The Start-up India initiative is also aimed at promoting entrepreneurship among SCs/STs & women communities.

Still the main question which arises in the minds of entrepreneurs is whether there businesses are eligible for schemes and benefits under Start up India plan????

If you are the one searching for the same query, then here lies the answer of your questions.

For a startup to be recognized as one, you must fall into these criteria as mentioned below:

  1. It must be an entity registered/incorporated as a:
    Private Limited Company under the Companies Act, 2013; or
    Registered Partnership firm under the Indian Partnership Act, 1932; or
    c. Limited Liability Partnership under the Limited Liability Partnership Act, 2008.
  2. Five years must not have elapsed from the date of incorporation/registration.
  3. Annual turnover (as defined in the Companies Act, 2013) in any preceding financial year must not exceed Rs. 25 crore.
  4. Startup must be working towards innovation, development, deployment or commercialisation of new products, processes or services driven by technology or intellectual property.
  5. The Startup must aim to develop and commercialise:
    a) a new product or service or process; or
    b) a significantly improved existing product or service or process that will create or add value for customers or workflow.
  6. The Startup must not merely be engaged in:
    developing products or services or processes which do not have potential for commercialisation; or
    undifferentiated products or services or processes; or
    c. products or services or processes with no or limited incremental value for customers or workflow
  7. The Startup must not be formed by splitting up, or reconstruction, of a business already in existence.
  8. The Startup has obtained certification from the Inter-Ministerial Board, setup by DIPP(Department of Industrial Policy and Promotion)  to validate the innovative nature of the business, and
  9. be supported by a recommendation (with regard to innovative nature of business), in a format specified by DIPP, from an incubator established in a post-graduate college in India; or
  10. be supported by an incubator which is funded (in relation to the project) from GoI as part of any specified scheme to promote innovation; or
  11. be supported by a recommendation (with regard to innovative nature of business), in a format specified by DIPP, from an incubator recognized by GoI; or
  12. be funded by an Incubation Fund/Angel Fund/Private Equity Fund/Accelerator/Angel Network duly registered with SEBI* that endorses innovative nature of the business; or
  13. be funded by the Government of India as part of any specified scheme to promote innovation; or
  14. have a patent granted by the Indian Patent and Trademark Office in areas affiliated with the nature of business being promoted.

* DIPP may publish a ‘negative’ list of funds which are not eligible for this initiative.

Here’s a quick analysis of the eligibility criteria:

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