February 7, 2024 | CA B K Goyal & Co LLP

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 27th October, 2023 G.S.R. 803(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 79 of the Limited LiabilityPartnership Act, 2008 (6 of 2009), the Central Government hereby makes the following rules further to amend the Limited LiabilityPartnership Rules, 2009, namely: –1. Short title and commencement- (1) These rules may be called the Limited Liability Partnership (Third Amendment) Rules,2023.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Limited Liability Partnership Rules, 2009 (hereinafter referred to as the said rules), after rule 22, the following rulesshall be inserted, namely:-“22A. Register of Partners.- (1) Every limited liability partnership shall, from the date of its incorporation, maintaina register of its partners in Form 4A which shall be kept at the registered office of the limited liability partnership:Provided that in the case of limited liability partnership existing on the date of commencement of the Limited Liability Partnership(Third Amendment) Rules, 2023, shall maintain the register of partners in Form 4A within thirty days from such commencement.(2) The register of partners shall contain the following particulars, in respect of each partner, namely:-(a) name of the partner; address (registered office address in case the member is a body corporate); e-mail address;Permanent Account Number or Corporate Identification Number; Unique Identification Number, if any; father ormother or spouse’s name; occupation; status; Nationality; name and address of nominee;(b) date of becoming partner;(c) date of cessation;(d) amount and nature of contribution (indicating tangible, intangible, movable, immovable or other benefit to the limitedliability partnership, including money, promissory notes, other agreements to contribute cash or property, and contractsfor services performed or to be performed) with monetary value; and(e) any other interest, if any,(3) The entries in the register maintained under this rule shall be made within seven days pursuant to any change made in thecontribution amount, or in name and details of the partners in the Limited Liability Partnership agreement, or in cases of cessationof partnership interest.(4) If any rectification is made in the register maintained under this rule by the Limited Liability Partnership pursuant to any orderpassed by the competent authority under any law, the necessary reference of such order shall be indicated in the respectiveregister and for reasons to be recorded in writing.22B. Declaration in respect of beneficial interest in any contribution.-(1) A person whose name is entered in the register of partners of a Limited Liability Partnership but does not hold anybeneficial interest fully or partly in contribution (hereinafter referred to as “the registered partner”), such person shall filewith the Limited Liability Partnership, a declaration to that effect in Form 4B within a period of thirty days from the date onwhich his name is entered in the register of partners specifying the name and other particulars of the person who actuallyholds any beneficial interest in such contributions:Provided that where any change occurs in the beneficial interest in such contribution, the registered partner shall, within a periodof thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4B.(2) Every person who holds or acquires a beneficial interest in contribution of a Limited Liability Partnership but his name isnot registered in the register of partners (hereinafter referred to as “the beneficial partner”) shall file with Limited LiabilityPartnership, a declaration disclosing such interest in Form 4C within a period of thirty days after acquiring such beneficialinterest in the contribution of the Limited Liability Partnership specifying the nature of his interest, particulars of the partnerin whose name the contribution stand registered in the books of the limited liability partnership:Provided that where any change occurs in the beneficial interest in such contribution, the beneficial partner shall, within a periodof thirty days from the date of such change, make a declaration of such change to the limited liability partnership in Form 4C.26 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]Provided further that if the beneficial interest of registered partner is limited to the contribution stated against his name in theregister of partners but he does not hold beneficial interest in contribution against any other registered partner, then, he shall notbe required to file such declaration.(3) Where any declaration under sub-rule (1) or sub-rule (2) is received by the Limited Liability Partnership, the LimitedLiability Partnership shall record such declaration in the register of partners and shall file, within a period of thirty daysfrom the date of receipt of declaration by it, a return in Form 4D to the Registrar in respect of such declaration with fees.”(4) Every Limited Liability Partnership shall specify a designated a partner who shall be responsible for furnishing of andextending co-operation for providing, information with respect to beneficial interest in contribution in Limited LiabilityPartnership to the Registrar or any other officer authorised by the Central Government and shall file information of suchdesignated partner with the Registrar in Form 4:Provided that until a designated partner is specified under sub-rule (4), every designated partner shall be deemed to be responsiblefor furnishing of, and extending co-operation for providing, information with respect to beneficial interest in contribution underthis sub-rule. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty

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The Companies (Management andAdministration) Second Amendment Rules, 2023

Companies Act 2013 / CA Bhuvnesh Goyal / February 7, 2024

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Business-to-business

Business / CA Bhuvnesh Goyal / February 7, 2024

Business-to-business (B2B) is a type of transaction that occurs between two businesses, such as a manufacturer and a wholesaler, or a wholesaler and a retailer. Business-to-business transactions usually involve goods and services that help one business to operate. Examples include raw materials for production, components for product assembly, and services such as advertising or consulting. What are the 4 types of B2B? Manufacturer-Distributor: This type of B2B relationship involves the purchase of products from a manufacturer by a distributor, who then resells them to the end consumer. Manufacturer-Retailer: This type of B2B relationship occurs when a manufacturer sells its products directly to a retailer who then resells them to the end consumer. Manufacturer-Wholesaler: This type of B2B relationship occurs when a manufacturer sells its products directly to a wholesaler who then resells them to the end consumer. Service Provider-Client: This type of B2B relationship involves providing services such as marketing, consulting, logistics, and financial services to businesses. What Is B2B Marketing? business-to-business marketing refers to the marketing of products or services to other businesses and organizations. It holds several key distinctions from B2C marketing, which is oriented toward consumers. In a broad sense, B2B marketing content tends to be more informational and straightforward than B2C. This is because business purchase decisions, in comparison to those of consumers, are based more on bottom-line revenue impact. Return on investment (ROI) is rarely a consideration for the everyday person—at least in a monetary sense—but it’s a primary focus for corporate decision makers. In the modern environment, B2B marketers often sell to buying committees with various key stakeholders. This makes for a complex and sometimes challenging landscape, but as data sources become more robust and accurate, B2B marketers’ ability to map out committees and reach buyers with relevant, personalized information has greatly improved. Who is B2B Marketing For? Any company that sells to other companies. B2B can take many forms: software-as-a-service (SaaS) subscriptions, security solutions, tools, accessories, office supplies, you name it. Many organizations fall under both the B2B and B2C umbrellas. B2B marketing campaigns are aimed at any individual(s) with control or influence on purchasing decisions. This can encompass a wide variety of titles and functions, from entry-level end-users all the way up to the C-suite. Creating a B2B Marketing Strategy Competition for customers, and their attention, is high. Building out a B2B strategy that delivers results requires thoughtful planning, execution, and management. Here’s a high-level look at the process B2B companies use to stand out in a crowded marketplace: Step 1: Develop an Overarching Vision Fail to plan, plan to fail. This truism remains eternally accurate. Before you start cranking out ads and content, you’ll want to select specific and measurable business objectives. Then, you’ll want to establish or adopt a framework for how your B2B marketing strategy will achieve them. Step 2: Define Your Market and Buyer Persona This is an especially vital step for B2B organizations. Whereas B2C goods often have a wider and more general audience, B2B products and services are usually marketed to a distinct set of customers with particular challenges and needs. The more narrowly you can define this audience, the better you’ll be able to speak to them directly with relevant messaging. We recommend creating a dossier for your ideal buyer persona. Research demographics, interview people in your industry, and analyze your best customers to compile a set of attributes you can match against prospects to qualify leads. Step 3: Identify B2B Marketing Tactics and Channels Once you’ve established solid intel around your target audience, you’ll need to determine how and where you intend to reach them. The knowledge you’ve attained through the previous step should help guide this one. You’ll want to answer questions like these about your ideal customers and prospects: Where do they spend their time online? What questions are they asking search engines? Which social media networks do they prefer? How can you fill opportunity gaps that your competitors are leaving open? What industry events do they attend? Step 4: Create Assets and Run Campaigns With a plan in place, it’s time to put it into motion. Follow best practices for each channel you incorporate into your strategy. Critical ingredients in effective campaigns include a creative approach, useful insights, sophisticated targeting, and strong calls to action. Step 5: Measure and Improve This is the ongoing process that keeps you moving in the right direction. In the simplest terms, you want to figure out why your high-performing content performs and why your low-performing content doesn’t. Understand this, and you’ll more wisely invest your effort and budget. The more vigilant you are about consulting analytics and applying your learnings, the more likely you are to continually improve and surpass your goals. Even with a well-researched foundation, the creation of content and campaigns inherently requires a lot of guesswork until you have substantive engagement and conversion data to rely on. The differences between business-to-consumer (B2C) and business-to-business (B2B) B2B and B2C e-commerce may look the same, but they are quite different. Business buyers and retail consumers have different purchasing needs. The differences can be: Buying Impulsively Vs. Buying Rationally – B2C buyers will buy on impulse and make one-off purchases, while B2B buyers plan for purchases and make recurring purchases. Single Decision Maker Vs. Multiple Decision Makers – B2C purchases are decided upon by the buyer, B2B purchases often involve several layers of approval and may involve different departments. Short-term Customer Relationship Vs. Long-term Customer Relationship – B2C purchases are often one-off purchases, and B2B purchases are based on long-term and ongoing relationships. Set, Fixed Prices Vs. Diverse Prices – B2C prices are generally not negotiable. B2B prices are usually negotiated individually. Pre-Delivery Payment Vs. Post-Delivery Payment – B2C e-Commerce is generally paid by credit card, debit card or PayPal before the goods are shipped B2B payment is often on terms and maybe 30 or more days after goods are shipped. Deliveries focused on speed Vs. Deliveries focused on punctuality – B2C buyers are looking for speed of

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e-Kharid

Government Schemes / CA Bhuvnesh Goyal / February 7, 2024

The Government of Haryana has undertaken e-Governance initiative through the “e-Kharid” which is an online trading portal for agricultural commodities. This platform aims to create better marketing opportunities for the farmers to sell their products through a competitive and transparent price discovery system along with online payment facility for the buyers. It is a single electronic platform for all stakeholders. The initiative was jointly set-up by the Haryana State Agriculture Marketing (HSAM) Board and the Food and Supply Department. What is e-kharid? An online trading portal, e-Kharid is an initiative taken by the government of Haryana for online trading of agricultural produce and other commodities. This is a revolutionary platform for farmers which aims at providing them more exposure to the market and the world of e-commerce through which they can themself trade their agricultural produce. The e-kharid is like any other e-commerce website and has an online payment option available. This works as a single platform for all stakeholders and is set up by the Haryana State Agricultural Marketing (HSAM) board and the food supply department. The stakeholders on the e-kharid platform are usually the farmers, traders, market committees, government agencies, commission agents, buyers and exporters. The e-kharid provides a common platform for all these stakeholders. The e-kharid platform works with an objective to provide e-commerce services to the farmers and expose them to trading and provide transparency on all levels of the trade. This also gives farmers a sense of security in the sense of the prices at which their produce is sold and also gives them real time information about the trade. Objective The “e-Kharid” online platform was launched to provide e-governance services to the farmers of the state. The objective is to bring transparency at all levels in the food grain procurement process, to enhance ease of doing business to the traders and to empower the farmers by providing real-time information and timely payment. Features and Benefits of e-Kharid The Agricultural Marketing Board promotes the interest of the farmer and facilitating the buyers. It also promotes uniformity in agriculture marketing by streamlining of procedures across the integrated markets. The middlemen in the purchase process of crops will be reduced and they won’t be any need to pay commissions to the middleman in the crops purchasing process. It has various facilities for agricultural marketing produce through 107 Principal Market Yards, 174 Sub Yards and 195 Purchase Centres. It benefits with logistics quality management certification, warehousing, and Logistics It empowers the farmers of the state to work accordingly to the real-time scenarios so that the farmers can be avail timely payments and more benefits. The portal that provides a pathway of online service to all residents on Haryana state and giving valid information. The provision of Soil Testing Laboratories is given for the selected mandi (market) in order to facilitate the farmers for visiting the mandi. The Government’s e-kharid initiative supplements the National Agricultural Marketing, a pan-India electronic trading portal of the existing APMC ‘mandis’, to bring transparency and efficiency in procurement of agricultural commodities. Stakeholders on Ekharid The below following are the stakeholders in e-Kharid portal listed as follows: Farmers Traders Market Committees Government agencies Commission Agents Buyers, Processors and Exporters Procuring Agency/Purchasers Eligibility Criteria All farmer-beneficiaries to be the resident of Haryana state. The applicant to be above 18 years of age to register under the portal. Framers including landlord, lessee or tenant on rent. Documents Required Identity Proof: PAN, Aadhar, Driving License, Voter Identity Card, etc. Address Proof: Aadhar card, legal Passport, Utility bill, Property tax bill, etc. Photo of a code size farmer Frozen land/Fortress/Necklace Land/property details documents Khasra and fort number of farmers who are in the bizarre area acre Details of the seed crop Bank account statements Any other documents (if applicable) Online Registration Procedure for Farmers he farmers can register in e-Kharid online portal by following the steps that are given below: Step 1: The applicant will have to access the e-Kharid portal of Haryana State Agricultural Marketing Board for registration. Step 2: Now click on the Farmer registration link in the homepage. Step 3: On clicking on the link, that directs to the instructions page, after reading the instructions, the applicant has to click on the Proceed for the Registration link. Step 4: The page will again redirect to the new registration page. Step 5: The farmer applicant has to fill out the registration form in a prescribed format. The form needs to be filled with a few the following details: Aadhaar Card Number Date of Birth Permanent address Mobile number Email address Village/District PIN code of the area Id Proof Type Bank Details (IFSC Code) Note: It is mandatory to upload the first page of the bank passbook detailing the account number of the farmer. In case of any provision of wrong information, the application will be rejected. Step 6: After entering all the requested details, click on the “Continue” button. Step 7: Now the farmer applicant will have to upload the photographs and documents specified above. Step 8: Now, the farmer applicant will have to upload all the photographs and supporting documents that are mentioned above onto the portal before submitting the application. Then click on the “confirm” button. Step 9: Click on the Continue button after uploading all the mandatory documents. Step 10: Upon clicking on submit, it will open the Seeding Detail Form. The following information is required to fill the seedbed details: Name of scheme Year of harvest Thing An area in fruit acres Fort Number: Enter the fort number where the cultivation is done. Manufacturer category- Fill in the type of producer category (landowner, lessee, tenant or joint) Step 11: Now, the applicant can click on submit to complete the registration process. Step 12: The farmer applicant will receive an acknowledgement through the registered mobile number and email address for further reference. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India

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Ordinary Business Special Business – Companies Act, 2013

Companies Act 2013 / CA Bhuvnesh Goyal / February 7, 2024

The executive board makes decisions and determines actions on behalf of a company in the corporate world. But how will this function in practice? It’s not quite as straightforward as the selections individuals make along the way. The goals set at this stage have such a significant impact on a significant number of people’s livelihoods and income. Corporation decisions make one’s way by the directors of the company to make major strategies legally binding. However, a resolution is a written document which came into existence specifically by the Board of Directors. It certifies a legally enforceable business action. Concept of Business The essential idea behind a firm is the business concept. This notion is used to construct the business model, plan, vision, and mission. For example, Uber was founded on the idea of combining taxi drivers and delivering on-demand services under one brand. This principle served as the foundation for all subsequent corporate strategies. Nature of the Business The phrase ‘General Meeting’ refers to shareholder meetings, including Annual General Meetings and Extra-Ordinary General Meetings, as defined by the Companies Act, 2013. Every company is supposed to convene an Annual General Meeting every fiscal year. This is a necessity that no firm is free from. A firm’s Annual General Meeting is held supplementary to some other meetings. Further, the importance of the Annual General Meeting stems from the nature of the business taking place there. Ordinary business and special business are the two categories of business that are reviewed during an Annual General Meeting. Additional bonus General Meetings take place in between Annual General Meetings to deal with any unique or essential matters that may require. Special Business refers to all activities conducted at an Extraordinary General Meeting. Concept of Ordinary Business It is the type of business which must be dealt at an Annual General Meeting (AGM). According to the Section 102 of the Companies Act, 2013, criteria for determining parameters, so that they can include it in ordinary business after fulfilling the certain conditions are: Consideration of financial Statements and the reports by the Board of directors; Declaration of dividend; Appointment of directors to replace those who are retiring; Recruitment of the auditors of fixing of their remunerations; Concept of Special Business The types of businesses other than the ordinary business are special business. Directors can discuss special business in an Annual General Meeting or a special meeting by assembling special needs Difference between Ordinary Business and Special Business The following are the difference between the ordinary business and special business: It is not essential to mention resolutions in any Ordinary Business whereas in the case of the Special Business the agenda for holding a meeting must be Ordinary Business shall not carry out under the postal ballot where as in the case of the Special Business it may be considered by means of postal Concept of Resolution A resolution is an agreement made by the company’s members at a meeting. It is a written document that contains crucial decisions. Ordinary and Special resolutions are discussed in the Companies Act, 2013, respectively. The resolutions are governed by the company’s MOA and AOA. It can be performed during both general and board meetings. There are two types of resolutions i.e. Ordinary Resolutions and Special Resolutions. According to Section 114(1), Ordinary resolutions make one’s way in Ordinary Notice for such meetings shall be given out before and almost 51% of the votes are vital to pass a resolution. According to Section 114(2), Special Resolutions may proceed with special However, in which 75% of the members voted in favor of the resolution. Amendment articles of association required special resolutions FAQs Is shareholder approval required for all Special Business matters? Yes, most special business matters require shareholder approval through a special resolution, ensuring that significant decisions are made with the support of a substantial majority of shareholders. What is Special Business under the Companies Act, 2013? Special business includes matters that are beyond the routine affairs of the company. These require special resolutions and often involve significant changes or decisions affecting the company’s structure or operations. Can Special Business be conducted at any general meeting? Special business is typically conducted at an extraordinary general meeting (EGM), which is called specifically to discuss and pass resolutions related to special business. 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