MCA LATEST UPDATES-29.06.2016-Companies (Acceptance of Deposits) Amendment Rules, 2016

MCA LATEST UPDATES-29.06.2016

MCA vide notification dated 29.06.2016 has made following amendments in Companies (Acceptance of Deposits) Amendment Rules, 2016.

• In the Companies (Acceptance of Deposits) Rules, 2014 (hereinafter referred to as the principal rules), in rule 2 in sub_rule (1), in clause (c)-

(i)  in sub-clause (ix), for the words "five years" the words "ten years" shall be substituted; 

(ii) after sub-clause (ix), the following sub-clause shall be inserted, namely,-

 "(ixa) any amount raised by issue of non-convertible debenture not constituting a charge on the assets of the company and listed on a recognised stock exchange as per applicable regulations made by Securities and Exchange Board of India"

(iii) for sub-clause (xi), the following sub.clause shall be substituted, namely:-

"(xi) any non-interest bearing amount received and held in trust;";

• In Rule 3 of the Principal rules,-

(i) in sub-rule (3),-

(a) for the words "twenty five per cent", the words "thirty five per cent",

shall be substituted;

(b) the following proviso shall be inserted namely:

"Provided that a private company may accept from its members monies
not exceeding one hundred per cent of aggregate of the paid up share
capital, free reserves and securities premium account and such company
shall file the details of monies so accepted to the Registrar in such manner
as may be specified.".

• In rule 5 of the principal rules, in sub-rule (1), for the proviso, the following proviso shall be substituted, namely:-

"Provided that the companies may accept deposit without deposit insurance contract till the 31st March, 2017 or till the availability of a deposit insurance product, whichever is earlier.".

• In the principal rules, in the Annexure, in Form DPT-1, the following para shall be inserted, namely:-

"6. DISCLAIMER.- It is to be distinctly understood that filing of circular or circular in the Form of advertisement with the Registrar should not in any way be deemed or construed that the same has been cleared or approved by the Registrar or Central Government. The Registrar or Central Government does not take any responsibility either for the financial soundness of any deposit scheme for which the deposit is being accepted or invited or for the correctness of the statements made or opinions expressed in the circular or circular in the Form of advertisement. The depositors should exercise due diligence before investing in the deposits schemes.".

• These rules may be called the Companies (Acceptance of Deposits) Amendment Rules, 2016.

 

• They shall come into force on the date of their publication in the Official Gazette.

 

 

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Thanks & Regards,
RAVI GARG (CS)     

91-7838204665, 

91-7830007660

 

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Limited Liability Partnership and Partnership

Comparison of Firm and LLP

COMPARISON   OF LIMITED LIABILITY PARTNERSHIP (LLP) AND PARTNERSHIP FIRM (A) SIMILARITIES S.N Feature Partnership Firm Limited Liability Partnership (LLP) 1 Agreement Partnership may be entered into by an agreement LLP has to have a written agreement 2 Body corporate as partner  Body corporate or company can be a partner of a firm Body corporate or company can be a partner of a LLP 3 Partner employee Partner is not  an employee of firm Partner is not an employee of LLP 4 Holding out Liability of a person for ‘holding out’ ,i.e, representing himself as partner, though he is not a partner Liability of a person for ‘holding out’, i.e,. representing himself as partner, though he is not a partner u/s 29 of  LLP Act. 5 New Partner New partner can be introduced only with consent of all the existing partners New partner may be introduced only with consent of all  existing partners, unless LLP agreement provides otherwise 6 Insolvent Partner Insolvent person cease to continue as partner of firm Insolvent person can to continue as partner of LLP 7 Assignment of right Rights of partnership can be assigned Rights of partnership can be assigned in LLP 8 Liability for personal profit Partner is liable to firm for any personal profits made by him by use of property, name of business connection of firm Partner is liable to firm for any personal profits made by him by use of property, name, or business connection of LLP 9 Remuneration Partner of firm is entitled to remuneration / salary  if partnership agreement so provides Partner of LLP is entitled to remuneration if LLP agreement so provides 10 Competing business Partner cannot undertake competing business without consent of other partners. Partner cannot undertake competing business without consent of LLP failing which partner’s liable to account for and pay profits to LLP 11 Liability in fraud Partner is  liable to firm, if he commits fraud Partner is liable to LLP, if he commits fraud 12 Voluntary dissolution Voluntary dissolution is possible Voluntary winding up is allowed   (B) DISTINCTIONS S.N Feature Partnership Firm Limited Liability Partnership (LLP) 1 Statute Governed by Indian Partnership Act ,1932 Governed by Limited  Liability Partnership Act ,2008. 2 Administration Regulated and administered by Registrar of Firms   Regulated and administered by Registrar of Companies 3 Body corporate Firm is not a body corporate LLP is considered as a body corporate 4 Personal liability of partners Unlimited personal liability of each partner exists for dues of the partnership firm. Personal property of each partner is also liable There is no personal liability of partner, except in case of fraud. 5 Agreement Written agreement is not essential Incorporation document is mandatory 6 Execution of agreement Partnership deed/ agreement has to be executed . However, verbal agreement is also valid Incorporation document  is required to be executed in addition to LLP agreement 7 Registration Partnership can be registered under the Indian Partnership Act 1932. However, registration is not mandatory. LLP in incorporated under the LLP Act 2008. Incorporation of LLP is mandatory 8 Legal entity Firm is not a legal entity separate and distinct  from its partners LLP is a legal entity separate from its partners, having perpetual succession 9 Ownership of property Shares and property cannot be held or registered in name of partnership firm Shares and property can be held in name of LLP. 10 Documents to be filed at For registered firms, documents are required to be filed with Registrar of Firms (of concerned state) Office of Registrar of Companies is the administrating authority for LLPs 11 Number of partners A firm should have minimum two partners and maximum twenty partners (ten in case of banking business) LLP should have a minimum two partners. There is  no  limit on maximum number of partners 12 Participation of partners Each partner may take active part in business of firm All or any partner can take part in business of firm but LLP agreement can also provide otherwise. 13 Managing / Partner designated Partners may be designated as managing partner LLP should necessarily have at least two designated partners responsible for compliance of provisions of LLP Act and face penal consequences  14 Liability for compliance All partners are liable for statutory compliance under the Partnership Act, unless the deed stipulates otherwise Only designated partners are liable for statutory compliances required under the LLP Act .All partners may be liable under any other Act. 15 Business / Loan with firm Partner of a firm  cannot enter into business with firm, though he can give loan to firm. Partner of LLP can enter into business with LLP. He can also give loans to LLP as both are separate entities 16 Partners as agent Every partner of firm acts as an agent of firm and also of other partners. He binds partnership firm as well as other partners by his acts. Every partner of LLP is considered as an agent of LLP but not of other partners. LLP partners can bind LLP by his acts but not other partners. However, LLP agreement can restrict powers of individual partners. 17 Foreign firms / LLPs There is no concept like foreign partnership firms LLPs can be incorporated as foreign LLPs registered outside India having a place of business in India. 18 Filing of accounts etc. Filing of accounts, statement of solvency and annual return are not required under Partnership Act. Filing of accounts, statement of solvency and annual return are   required to be filed with office of Registrar of Companies 19 Resignation Partnership can be at will ,i.e,. any partner can resign or exit from the firm which may lead to dissolution Individual partners can resign but cannot dissolve the LLP 20 Conversion A firm can be converted into LLP or a company A LLP may be converted into a company but not  as a firm 21 Retirement of partners Public notice is required for retirement of a partner Filing of return of retirement of partner with ROC is required, but  there is no provision for public notice of retirement of partner. 22 Dissolution / winding  up Partnership firm can be dissolved by mutual consent LLP can be wound up under the law 23 Death of partner Death of partner dissolves partnership, unless there is stipulation to the contrary Death of partner does not dissolve a LLP and it continues till wound up. 24 Compromise etc. There is no specific provision to enter into compromise, arrangement, amalgamation, reconstruction, etc. This can be done only under civil laws. LLP can enter into compromise, arrangement, amalgamation  and reconstruction  as provided in LLP Act 25 Role of Tribunal in compromise etc There is no provision for any Tribunal in case of compromise,  arrangement, winding up etc. Special provisions exist in relation to winding up, compromise, arrangement etc to be regulated by Tribunal/ court. 26 Minor as partner A minor can be admitted to benefit of partnership though his guardian There is no specific provision to admit minor to benefit of partnership or as member of LLP. 27 Taxations Income of partnership is taxed which is not taxed again in hands  of partners Taxation of LLP’s is not specified .    28 Common  seal A firm is not required to have its common seal LLP require.

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Thanks & Regards

RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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