What is SPICe scheme of MCA? -MCA's notification dated 01/10/2016

MCA has taken a  step by introducing E-Form INC-32 under SPICe scheme vide MCA's notification dated 01/10/2016 notifying Companies(Incorporation) Fourth Amendment Rules, 2016.

SPICE means Simplified Proforma for Incorporating Company Electronically. 

Through this notification, MCA has notified simplified integrated process for incorporating a company in E-form INC-32 alongwith Memorandum of Association in E-form INC-33 and Article of Association in E-form INC-34.
Hence, through this initiative, MCA has simplified the procedure for incorporation by introducing filing of pre-drafted Memorandum and Article of Association electronically, which will make lots of work easier for the professionals. Earlier with effect from 01/05/2015, MCA came with the integrated process of incorporation by filing E-form INC-29.

This was a major reform brought by MCA for incorporation of company which require filing of only one E-form i.e. INC-29 as against five forms filed earlier
 (i.e. DIR-3 for application for obtaining DIN, INC-1 for approving the name of company, INC-7 for registration of company with MOA and AOA, INC-22 for registered office and Form DIR-12 for first directors of company).

1.     This form can be filed even after INC-1: Means even if we have already applied E-form INC-1, then also we can file INC-32. This facility was not there in E-Form INC-29. Although just like INC-29, we can also apply name of the company through form INC-32.

2.     MOA and AOA have been provided electronically in E-Form INC-33 and E-Form INC-34: Now under SPICe, Memorandum and Articles of Association need to be filed electronically, which will make lots of work easier. As in E-form INC-33, we just have to copy paste the objects of the company and in E-Form INC-34 which provides predrafted clauses of Articles of Association. We just have to choose the clauses to be mentioned in the Articles and also choose if any clause is not applicable or need to be altered. Hence, the task of drafting memorandum and Article of Association has become much easier for professionals.
 
3.     Digital Signatures of subscribers and witness of MOA and AOA will be affixed: Because of new electronic Memorandum and Article of Association of the company, there is no need of signatures of subscribers and witness. That means we just need to affix digital signatures of subscribers and witness on the E-Form INC-33 and E-form INC-34.
 
4.     Information in form INC-32 has been increased in comparison to INC-29:That means details in INC-32 is much more than INC-29 but at the same time INC-32 is quite similar with INC-29.

That means just like INC-29 which fulfil five purposes for company registration, which are application for DIN allotment, reservation of name, incorporation and even PAN and TAN, INC-32 provides same facility with further facilitating the process by introducing filing of Memorandum and Article of Association of the company electronically. Its an appreciable step taken by the Ministry because this will make lots of things easier, which is going to help professionals in very nice manner.
Click Here for updates and Key Highlights

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MCA Update 01.10.2016- Companies Incorporation Fourth Amendment Rules

Dear All,

The Ministry of Corporate Affairs (MCA) has issued Notification dated 01.10.2016 and made an amendment to the Companies (Incorporation) Rules, 2014.

KEY HIGHLIGHTS

·   These rules may be called the Companies (Incorporation) Fourth Amendment Rules, 2016

·   In Rule 33, for sub-rule (2), the following shall be substituted, namely:-

"(2) subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company, a.copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in From No INC-'27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal"

·   In the principal Rules, after Rule 37, the following rule shall be inserted, with effect from 2nd October 2016, namely:-

"38. Simplified Proforma for Incorporating Company Electronically (SPICE)

(1) The simplified integrated process for incorporation of a company in Form No. INC-32 along with e-Memorandum of Association in Form No. INC-33 and e-Article of Association in Form No. INC-34.

(2) The provisions of sub-rule (2) to sub-rule (13) of Rule 36 shall apply mutatis mutandis for incorporation under this rule.

Provided that for the purposes of references to form numbers lNC-29, INC-30 and INC-31 in Rule 36 with Form No. INC-32, Form no. INC-33 and Form No. INC-34 shall be substituted respectively.

·   In the principal rules after rule 38 as so inserted these rule, the following rule shall be inserted with effect from 1st November, 2016, namely:-

39. Conversion of a company limited by guarantee into a company limited by shares.

·   In the principle rules, after the Form No. INC-11A, the following form shall be inserted, namely:-

Form No. INC-11B Certificate of Incorporation pursuant to conversion of a company limited

by guarantee into a company limited by shares

For more details click here Notification Link





 

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MCA latest update_DAted 23.09.2016- Amendment to the Companies (Management and Administration) Rules, 2014.

​​Dear Professionals,

Please note the updates w.r.t. Amendment to the Companies (Management and Administration) Rules, 2014.

1.    In Rule 3(1) for the proviso, the following proviso shall be substituted, namely:-

"Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, '1956 shall be transferred to the new register of members in Form No. MGT-1 and in case additional information, required as per provisions of the Act and these rules, is provided by the members, 

such information may also be added in the register as and when provided.";

2.     In Rule 13 -following rule shall be substituted, namely:-

"Every listed company shall file with the Registrar, a return in Form No. MGT.10, with respect to changes in the shareholding position of promoters .....................................

3.    The amendments are made in Rule 3(1), (2), Rule 9(1), (2), Rule 13, Rule 17, Rule 20(2), Rule 22, Rule 25(1)(e)

 4.    Rule 25(1)(e) –Important Amendment

 5.     Form MGT-6 Return to the Registrar in respect of declaration of beneficial interest in shares under section 89 by the company is revised.

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***Checklist and Documents for Extension of Annual General Meeting of the Company***

***Checklist and Documents for Extension of Annual General Meeting of the Company***

1. Convene a Board Meeting to discuss the matter of filing an application before ROC for seeking extension of time for holding Annual General Meeting and pass a Board Resolution to this effect

      2.       File Form GNL-1 with ROC with the following attachments:

• Board Resolution passed for the purpose of making the application and also for digitally signing the e-form.
• Detailed Application containing the reason for extension and the period for which extension is required

 

EXTRACTS FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF                                 _______________________ HELD ON ______________

 

 APPLICATION TO REGISTRAR OF COMPANIES, BANGALORE FOR EXTENSION OF TIME FOR CONDUCTING ANNUAL GENERAL MEETING OF THE COMPANY FOR THE F.Y 2013-14

 

“RESOLVED THAT pursuant to the provisions of Section 96 and other applicable provisions, if any, of the Companies act 2013, the company do hereby make an application with the Registrar of Companies, Delhi for extension of time for holding the Annual General Meeting for the FY 2015-16 for a period of three (3) months from the last date on which the Annual General Meeting of the Company should have been held".

“RESOLVED FURTHER THAT any Director of the Company or Company Secretary of the Company be and are hereby SEVERALLY authorized on behalf of the Company to sign and file application with the Registrar of Companies, Bangalore and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.” 

 

“RESOLVED FURTHER THAT Director of the Company be and is hereby authorized to append his digital signature on any e-form/s to be filed with Registrar of Companies or any other competent authority as may be required”

  Draft Detailed Application

 To

The Registrar of Companies 

 

Dear Sir

Sub: Extension of time for holding the Annual General Meeting

In terms of section 96 of the Companies Act, 2013 the Company is required to hold the Annual General Meeting on or before 30^th September 2016.  It is submitted that it would not be possible to hold the Annual General Meeting before the said date for the following reasons.

 

1)           The Financial Statements has been approved by the Board at its meeting held on 09-09-2015 and the signed financial statements forwarded to the Statutory Auditor for their report and for onward transmission to the Principal Accountant General, Bangalore for conducting the supplementary audit and to communicate the comments of the Comptroller & Auditor General of India.  The statutory auditor has agreed to submit the accounts to the Principal Accountant General before 30^th September 2015.

2)           There was no regular Managing Director in place for nearly two months and also there is no regular staff on the rolls of the company. The present incumbent took charge on 1-08- 2015. Immediately thereafter the process of finalization of accounts was taken up. 

3)         Thereafter the notice of AGM along with the financial statements, Audit Report and comments of Auditor. would be sent to the shareholders of the Company giving 21 days notice.

 

The above process would take about 2- 3 months. In view of this the Board in its meeting held on 9^th September 2016 decided to seek extension of time for three months i.e., up to 31^st December 2016 from the Registrar of Companies. In view of the above, we request you to kindly grant extension of time of 3 months i.e., up to 31^st December 2016 to hold the Annual General Meeting and oblige.

 

Yours faithfully

 

For ----------------- Ltd     

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Thanks & RegardsRAVI GARG (CS)     

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91-7830007660

 

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Mca Notification dated 30.06.2016, Amended AOC-1 format, Director Report Disclosures

 

 

Provisions Relating to Director’s Report:-

 

Ø  Applicability of Provision of Section-134 of Director Report:

 

The provision of Director Report (u/s 134) is applicable only to financial year commencing on or after 1^st April, 2014.

Ø  Signing of Director’s Report along with Annexure:

1.       As per Section 134(6) Board Report and annexure thereto shall be signed by its ‘CHAIRPERSON’ if he is authorized by Board of director; Where he is not so authorized by,

2.       At least 2 (Two) Director, one of whom shall be a Managing Director.
3.       If there is no Managing Director then by Two Directors.

​​

1. Mca Notification dated 30.06.2016 w.r.t Disclosure in Director Report &

Amendment in Rule 3-No MR-1 is required for 

1. Chief Executive Officer (CEO), 
2. Company Secretary and 
3. Chief Financial Officer (CFO)~

http://www.mca.gov.in/Ministry/pdf/AmendmentRules_01072016.pdf​

​2. 

​​

AOC 1 FORMAT HAS BEEN AMENDED WHICH IS can be downloded from here​

http://csravi2014.blogspot.in/2016/09/aoc-1-format-has-been-amended.html

​3. ​Disclosure in 

Secretarial audit

​

Secretarial audit should disclose the fact

​ ​

That

• - SS has been followed ( as it has been applicable and followed
• - LODR has also been followed ​

MANDATORY DISCLOSURE TO BE MADE BY PUBLIC COMPANY

Disclosure about receipt of commission by MD/WTD- S 197(14)

Any MD/ WTD who receive commission from a company shall not be disqualified from receiving commission or remuneration from the Company’s holding or subsidiary if such fact is disclosed by the Company in Board’s Report.

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​AOC 1 FORMAT HAS BEEN AMENDED

​
                                                AOC 1 FORMAT HAS BEEN AMENDED

Form AOC-1

 

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

 

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

 

Part “A”: Subsidiaries

 

(Information in respect of each subsidiary to be presented with amounts in Rs.)

 

Sl. No.	Particulars	Details
1.	Sl. No.
2.	Name of the subsidiary
3.	The date since when subsidiary was acquired
4.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period
5.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
6.	Share capital
7.	Reserves & surplus
8.	Total assets
9.	Total Liabilities
10.	Investments
11.	Turnover
12.	Profit before taxation
13.	Provision for taxation
14.	Profit after taxation
15.	Proposed Dividend
16.	Extent of shareholding (In percentage)

 

Notes: The following information shall be furnished at the end of the statement:

 

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

 

Part “B”: Associates and Joint Ventures

 

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

 

Name of associates/Joint Ventures	Name 1	Name 2	Name 3
1.      Latest audited Balance Sheet Date
2.      Date on which the Associate or Joint Venture was associated or Acquired
3.      Shares of Associate/Joint Ventures held by the company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding (In percentage)
4.      Description of how there is significant influence
5.      Reason why the associate/joint venture is not consolidated
6.      Net worth attributable to shareholding as per latest audited Balance Sheet
7.      Profit/Loss for the year
i.                     Considered in Consolidation
ii.                   Not Considered in Consolidation

 

1. Names of associates or joint ventures which are yet to commence operations.

2. Names of associates or joint ventures which have been liquidated or sold during the year.

 

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.