March, 2024 | CA B K Goyal & Co LLP

Delegates Power to the Regional Directors

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

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The Companies (Registration of Charges)Second Amendment Rules. 2018

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

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The Companies (Incorporation)Fourth Amendment Rules, 2018

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 18th December, 2018 G.S.R. 1219(E).—In exercise of the powers conferred by clause (41) of section 2, section 3, sub-section (1) ofsection 7, section 10A, section 14 and sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013),the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014,namely: –1. (1) These rules may be called the Companies (Incorporation)Fourth Amendment Rules, 2018.(2) They shall come into force on the date of their publication in the official Gazette.2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the said rules), after rule 23, the followingrule shall be inserted, namely:-“23A. Declaration at the time of commencement of business.-The declaration under section 10A by a director shall bein Form No.INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014 and¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 13the contents of the said form shall be verified by a Company Secretary or a Chartered Accountant or a Cost Accountant,in practice:Provided that in the case of a company pursuing objects requiring registration or approval from any sectoral regulatorssuch as the Reserve Bank of India, Securities and Exchange Board of India, etc., the registration or approval, as the casemay be from such regulator shall also be obtained and attached with the declaration.”.3. In the said rules, after rule 39, the following rules shall be inserted, namely:-“40.Application under sub-section (41) of section 2 for change in financial year(1) The application for approval of concerned Regional Director under sub-section (41) of section 2 , shall be filed ine-Form No.RD-1along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 andshall be accompanied by the following documents, namely:-(a) grounds and reasons for the application;(b) a copy of the minutes of the board meeting at which the resolution authorising such change was passed, giving detailsof the number of votes cast in favour and or against the resolution;(c) Power of Attorney or Memorandum of Appearance, as the case may be;(d) details of any previous application made within last five years for change in financial year and outcome thereof alongwith copy of order.(2) Where the Regional Director on examining the application, referred to in sub-rule (1), finds it necessary to call forfurther information or finds such application to be defective or incomplete in any respect, he shall give intimation ofsuch information called for or defects or incompleteness, on the last intimated e-mail address of the person or thecompany, which has filed such application, directing the person or the company to furnish such information, or to rectifydefects or incompleteness and to re-submit such application within a period of fifteen days, in e-Form No. RD-GNL-5.Provided that a maximum of two re-submissions shall be allowed.(3) (a) In case where such further information called for has not been provided or the defects or incompleteness has notbeen rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (2), the RegionalDirector shall reject the application with reasons within thirty days from the date of filing application or within thirtydays from the date of last re-submission made as the case may be.(b) In case where the application is found to be in order, Regional Director shall allow and convey the order within thirtydays from the date of application or within thirty days from the date of last re-submission, as the case may be.(c) where no order for approval or re-submission or rejection has been explicitly made by the Regional Director withinthe stipulated time of thirty days, it shall be deemed that the application stands approved and an approval order shall beautomatically issued to the applicant.(4) The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.INC-28within thirty days from the date of receipt of the order along with fee as provided in the Companies (Registration Officesand Fees) Rules, 2014.41. Application under section 14 for conversion of public company into private company. (1) An application underthe second proviso to sub-section (1) of section 14 for the conversion of a public company into a private company, shall,within sixty days from the date of passing of special resolution, be filed with Regional Director in e-Form No. RD-1along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompaniedby the following documents, namely:-(a) a draft copy of Memorandum of Association and Articles of Association , with proposed alterations including thealterations pursuant to sub-section (68) of section 2;14 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)](b) a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passedtogether with details of votes cast in favour and or against with names of dissenters;(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising tofile application for such conversion;(d) declaration by a key managerial personnel that pursuant to the provisions of sub-section (68) of section 2, thecompany limits the number of its members to two hundred and also stating that no deposit has been accepted by thecompany in violation of the Act and rules made thereunder;(e) declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177, 178,185,186 and 188 of the Act and rules made thereunder;(f) declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) ofsection 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was solisted, all necessary procedures were complied with in full for complete delisting of the shares in accordance with theapplicable rules and regulations laid down by Securities Exchange Board of India:Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaiddeclarations shall be filed any of the director.(2) Every application filed

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Appointed Shri Ashok Kumar Gupta as the Chairperson of the Competition

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

Appointed Shri Ashok Kumar Gupta as the Chairperson of the Competition Read More »

The National Company Law Tribunal (Amendment) Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

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The Insolvency and Bankruptcy Board of India (Salary, Allowances andother Terms and Conditions of Chairperson and members) third Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 18th January, 2019 G.S.R. 41(E).—In exercise of the powers conferred by clause (zd) of sub-section (2) of section 239,read with sub-section (5) of section 189 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), theCentral Government hereby makes the following rules further to amend the Insolvency and Bankruptcy Boardof India (Salary, Allowances and other Terms and Conditions of Service of Chairperson and members) Rules,2016 namely:—1. (1) These rules may be called the Insolvency and Bankruptcy Board of India (Salary, Allowances andother Terms and Conditions of Chairperson and members) third Amendment Rules, 2019.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Insolvency and Bankruptcy Board of India (Salary, Allowances and other Terms and Conditions ofServices of Chairperson and members) Rules, 2016, for rule 9, the following rule shall be substituted,namely:—“9. Provident Fund and Pension—The Chairperson and whole-time members shall be governed by theprovisions of the Contributory Provident Fund (India) Rules, 1962 and the Contribution PensionSystem”. [F. No. 30/3/2016-Insolvency]GYANESHWAR KUMAR SINGH, Jt. Secy

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The Specified Companies(Furnishing of information about payment to micro and small enterprise suppliers) Order,2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

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The Companies (Acceptance of Deposits) Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 22th January, 2019 G.S.R. 42(E).—In exercise of the powers conferred by clause (31) of section 2 and section 73 readwith sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the CentralGovernment, in consultation with the Reserve Bank of India, hereby makes the following rules further toamend the Companies (Acceptance of Deposits) Rules, 2014, namely:-1. (1) These rules may be called the Companies (Acceptance of Deposits) Amendment Rules, 2019.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Acceptance of Deposits) Rules, 2014 (hereinafter referred to as the said rules), in rule2, in sub-rule (1), in clause (c), in sub-clause(xviii), after the words “Infrastructure Investment Trusts,”the words “Real Estate Investment Trusts” shall be inserted.3. In the said rules, in rule 16, the following Explanation shall be inserted, namely:-“Explanation.- It is hereby clarified that Form DPT-3 shall be used for filing return of deposit orparticulars of transaction not considered as deposit or both by every company other than Governmentcompany.”.4. In the said rules, in rule 16(A), after sub-rule (2), the following sub-rule shall be inserted, namely:-“(3) Every company other than Government company shall file a onetime return of outstandingreceipt of money or loan by a company but not considered as deposits, in terms of clause (c) of sub-rule 1 ofrule 2 from the 01st April, 2014 to the date of publication of this notification in the Official Gazette, asspecified in Form DPT-3 within ninety days from the date of said publication of this notification along withfee as provided in the Companies (Registration Offices and Fees) Rules, 2014.”.

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mediator

learn / CA Bhuvnesh Goyal / March 27, 2024

You enjoy helping parties work through their conflicts, a career as a mediator may be a great choice for you. In this role, you can utilize creativity and problem-solving skills and work collaboratively with the parties to help them reach a mutually satisfying solution. Fully understanding the mediator role can help you determine whether you have the right skills and interests. What is a mediator? A mediator is a trained professional who acts as a neutral facilitator during the mediation process. Mediation is a procedure where parties discuss disputes and the mediator—the impartial third party—helps them reach an agreeable settlement. Some common situations in which mediators play a role include: Commercial transactions Worker’s compensation Divorce Domestic relations Labor or community relations Legal depositions or settlements Other matters that do not require complex procedural issues Mediator roles The role of the mediator is to bridge the interests of two opposing parties by defining their issues and eliminating obstacles to communication. They guide the conversation and the process to minimize or eliminate confrontation and ill will. They will seek concessions from each party to identify the middle ground and provide steps for each party to follow to enact a reasonable solution. The daily duties, roles and responsibilities of a mediator include: Convener: A convener helps the two parties to arrange for the meeting to happen and helps determine factors such as the time, location and involved parties. Educator: The mediator educates the involved parties about the process, other alternatives for resolving the conflict, issues that are usually addressed during the mediation process, court standards, research and principles that may be considered. Facilitator of communication: As a neutral third party, the mediator is present to ensure each party is fully heard during mediation by facilitating communication and ensuring proper language, behavior and listening. Translator: In some cases, the mediator may help to increase understanding by rephrasing or translating communication so it is better received and more accurately presented. Clarifier: The mediator confirms that everyone sitting at the mediation table fully understands one another by clarifying through repetition or summarization. Process advisor: They act as an advisor, suggesting procedures for moving forward with mediation discussions. This can include consulting with legal counsel or outside experts. Angel of realities: The mediator may exercise the right to question the practicality of solutions and whether they are consistent with the goals and interests that the parties expressed when beginning the mediation process. Catalyst: To help the parties reach a more rapid agreement, the mediator can suggest different resolution options, stimulate new perspectives or offer reference points to consider. Detail person: The mediator keeps track of necessary information and writes up the final agreement after the parties reach a resolution. Mediation steps 1. Introductory remarks When all parties are present, the mediator makes introductions. When everyone is ready and comfortable, the mediator gives an opening statement and outlines the role of the involved parties and their role as a neutral third party. They then use this time to explain the protocol for mediation to the parties and set the time frame. These opening remarks help the mediation process run smoothly. Some mediators also confirm the case data if briefs have been submitted in advance and may comment on what they believe to be the primary issue.Related: How To Become an Arbitrator 2. Statement of the problem After opening remarks, the mediator allows each party to fully share their side of the story without interruption. This allows each party to share the issue from their perspective and allows the mediator to gauge the emotional state of each party. If the parties have their lawyers present, they may give the initial statement. However, the mediator also asks the client to make a statement for themselves.Related: How To Become a Family Mediator in 6 Steps (With Tips) 3. Gathering of information During this stage, the mediator asks open-ended questions and repeats back key ideas and frequently summarizes statements. This style of information gathering ensures clarity and also helps build rapport with the parties. The mediator may also take notes or record information for future reference and accuracy. 4. Identification of the problems Ultimately, the mediator’s goal is to identify what the issue is, and in cases with multiple, which issues can be settled first or at all. This can occur throughout the prior two stages as well. They may use follow-up questions, outside sources and professional knowledge to prioritize and evaluate issues during this step.Related: Arbitrator Versus Mediator: What’s the Difference? 5. Bargaining and idea generation In this stage, the mediator may propose a brainstorming session to identify several potential solutions. The mediator may also suggest a private caucus. This allows each party to meet privately with the mediator to discuss the strengths and weaknesses of each position. Each party enters a separate room and the mediator goes between the two rooms to discuss the problem and exchange offers. The mediator continues this process as needed during the time allotted and uses advanced conflict resolution skills to facilitate a positive solution for all parties. 6. Resolution When the parties come to an agreement, the mediator typically puts the provisions in writing and asks each party to sign that they agree. If the parties cannot reach an agreement during the designated amount of time, the mediator may help them determine whether negotiations should continue over the phone or whether to meet again at a later date for additional intervention. If the parties agree to meet again, the mediator may repeat the mediation process at the next meeting to identify further issues and attempt additional resolutions. 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

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Can a Company take loan from directors and shareholders

Companies Act 2013 / CA Bhuvnesh Goyal / March 27, 2024

India, there are multiple ways through which a company can avail or raise long term capital. It can be through issue of equity shares, debentures, preference shares or by accepting money through deposits. In most of the cases, such capital is utilized for the purpose of expansion and growth of the company which includes purchasing non-current assets like plant an equipment, property, tangible assets, intangible assets etc. Many times, companies might also require immediate or short term funding which can be provided by the directors or the shareholders of the company as short term finance. However, there are certain provisions in the Companies Act, 2013 which must be followed for raising such short term finance. Loan by Companies from different sources A Company, especially a Private Limited Company can take loan from: Directors Relatives of Director Shareholders The directors and relatives of director can provide loan from their own fund i.e. Director’s fund or relatives from its own funds. On the other hand, shareholders can provide loan up to 100% of paid up share capital plus free reserves plus Security Premium Account. Key Factors to be considered while taking loans from directors, their relatives or Shareholders The position or the current standing of the director at the time of availing financial assistance will be considered A Self declaration from the director will be required stating that the amount which he is going to provide to the company has not been taken by accepting or borrowing loans. A Company is allowed to accept any amount of loan from the directors. Acceptance of loan by a Private Company from its directors, their relatives or shareholders A Self declaration from the director will be required stating that the amount which he is going to provide to the company has not been taken by accepting or borrowing loans. Details of the money accepted by the company must be disclosed in the Board’s Report Complete details regarding money received by the directors, their relatives or shareholders needs to be disclosed by the Private Company in its financial statement, by way of notes. Acceptance of loan from a Director who is also a shareholder Generally, in various Private Companies, the shareholders and the directors are the same when it comes to funding of the company. As per the limitations and compliances as mentioned in the law, it will be viable if the person providing the loan discloses the capacity in which he is providing loan to such company. In simple words, he needs to clearly disclose whether he is providing the loan in the capacity of shareholder or director. On the basis of this, the compliance will be ensured by the company which is very important with respect to acceptance of unsecured loans from the shareholders and directors of the company. Compliances to be followed while accepting the Loans from Directors The company has to file a return in e-Form DPT-3 on or before 30th June of every year with the Registrar of Companies (ROC) along with prescribed fees The company also needs to furnish requisite information contained therein as on 31st March of that particular financial year. Circumstances under which a Private Company can accept loan/deposit from members without complying provisions of Section 73(2) The company that accepts deposits from its member not exceeding 100% of the aggregate of the paid-up capital, free reserve and Securities Premium Account or, A Private Company which is a startup for 5 years from its incorporation date When The Company is not a subsidiary or associate of any other company; If The Borrowing limit from the banks or financial institutions or any company is less than twice of its paid-up share capital or fifty crore rupees, whichever is lower; and A company has not failed in the repayment of such borrowings subsisting at the time of accepting deposits under the section. FAQs Can a company take a loan from its directors or shareholders? Yes, in many jurisdictions, a company can take a loan from its directors and shareholders. However, there are usually regulations and guidelines governing such transactions to ensure transparency and prevent conflicts of interest. Are there any restrictions on the terms of the loan? Depending on the jurisdiction and the company’s governing documents (such as articles of association or bylaws), there may be restrictions on the terms of the loan. For example, the interest rate may need to be at a market rate to prevent preferential treatment. How should such transactions be documented? It’s crucial to document any loan transactions between a company and its directors or shareholders formally. This documentation typically includes a loan agreement outlining the terms of the loan, such as the principal amount, interest rate, repayment schedule, and any collateral provided. 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 Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice | Psara License | FCRA Online Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration

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March 2024