Simplifying your business ideas, structures, functionalities, relations & operations
Company Law Articles, Video, PPT, Discussion, Expert Analysis
As per Companies (Accounts) Third Amendment Rules, 2022 a sub rule & provisio inserted in rule 12 as under:
Sub-rule (1B)
(i) for the figures, letters and word “31st May, 2022”, the figures, letters and word “30th June, 2022”, shall be substituted;
Proviso
(ii) “Provided further that for the financial year 2021-2022, Form CSR-2 shall be filed separately on or before 31st March, 2023 after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be”.
Refer notification:
Case Reference
Mahima Datla Vs Dr. Renuka Datla (Supreme Court of India) dated 06/04/2022
The *Duomatic Principle* can be briefly stated as ‘anything the members of a company can do by formal resolution in a general meeting, they can also do informally, if all of them assent to it.’
It is noted that application of Duomatic Principle is only applicable in those cases wherein bona fide transactions are involved. Fraud is a clear exception to application of these principles, be it Duomatic Principle or Doctrine of Indoor Management.
Ministry of Finance and Ministry of Corporate Affairs today held a Curtain Raiser press conference of their ‘Iconic Week’ celebrations as part of the ‘Azadi Ka Amrit Mahotsav’ (AKAM) during the week of 6th to 11th June, 2022.
Prime Minister Shri Narendra Modi had inaugurated the “Azadi Ka Amrit Mahotsav” (AKAM) on 12th March 2021, marking a 75-week countdown to the 75th Anniversary of India’s Independence on 15th August, 2022. The AKAM celebrations will continue for a year, thereafter, till 15th August, 2023.
As part of celebration of 75th anniversary of India’s 75th year of Independence, a ‘Thank You’ (Shukriya) song was released which celebrates the unsung heroes of the battle against COVID-19 Pandemic and those who kept the financial system running during the most challenging times.
An e-booklet was also presented to provide a snapshot of the events unfolding during the week in which the two Ministries – Corporate Affairs and Finance, will not only showcase their achievements, new initiatives, but also traverse through an interesting journey of their growth and evolution over the years. CLICK HERE to acesss the schedule of events.
Prime Minister Shri Narendra Modi will grace the inaugural function on the 6th of June 2022 in Vigyan Bhavan, New Delhi. The 6th June ceremony would be celebrated live simultaneously in 75 cities across India keeping up with the spirit of 75years of India’s Independence.
During the Iconic week of Azadi ka Amrit Mahotsav, Ministry of Corporate Affairs and each Department of Ministry of Finance will showcase their rich history and legacy as well as readiness to face the challenges ahead. For example, a documentary will be released on the Development of Securities Market in India on the third day, i.e. 8th June 2022; and on the last day, 11th June 2022, the National Customs and GST Museum, ‘Dharohar’, which showcases an array of seized goods, antiques, and customs heritage will be dedicated to the nation.
Some other notable events during the Iconic Week celebrations of the Ministry of Finance & Ministry of Corporate Affairs include the International Conference on data analytics in public procurement that will deliberate on the best international practices in the field of public procurement and way forward to harness modern tech to bring more value for money in public procurement. Some major initiatives in public expenditure management and taxation, both direct and indirect will also be showcased.
The kick off celebrations of Iconic Week of Ministry of Finance & Ministry of Corporate Affairs was presided over by Finance Secretary & Secretary Expenditure, Dr T.V. Somanathan. Among attendees were Shri Tuhin Kanta Pandey, Secretary, DIPAM; Shri Ajay Seth, Secretary, Economic Affairs; Shri Rajesh Verma, Secretary, Ministry of Corporate Affairs; Shri Ali Raza Rizvi, Secretary, DPE; Shri Sanjay Malhotra, Secretary, DFS; Shri Vivek Johri, Chairperson, CBIC and Smt. Sangeeta Singh, Chairperson (addl. Charge), CBDT, besides other senior officers of the Ministry of Finance & Corporate Affairs.
E-booklet for Ministry of Finance and Ministry of Corporate Affairs for Iconic Week celebrations of Azadi Ka Amrit Mahotsav:
Watch Press conference on PIB_India:
Refer Press release dated 30 May 2022
https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1829415&RegID=3&LID=1
Delhi ROC Penalty order for non appointment of whole time Company Secretary in the matter of Pitchers Internet Private Limited dated 25 May 2022
Total Penalty imposed :
On Company: Rs.5 Lakhs
On officer in defaults: 13.23 Lakhs
APPELLANT: SEBI
RESPONDENTS: R.T. AGRO PRIVATE LIMITED & ORS.
| Legal provisions: 188. Related party transactions (1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to— (a) sale, purchase or supply of any goods or materials; (b) selling or otherwise disposing of, or buying, property of any kind; (c) leasing of property of any kind; ——————————————————— [Provided that no contract or arrangement, in the case of a company having a paid-up share capital of not less than such amount, or transactions exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a Special resolution ( Resolution substituted by Companies (Amendment) Act, 2015 and is effective from 29th May, 2015.): [Provided further that no member of the company shall vote on such [resolution], to approve any contract or arrangement which may be entered into by the company, if such member is a related party:]] |
Having heard learned counsel for the appellant-Securities and Exchange Board of India (‘SEBI’) and having perused the material placed on record, we find absolutely no reason to entertain this appeal.
The company R. T. Exports Limited proposed to enter into a transaction with one Neelkanth Realtors Private Limited for purchase of 40,000 sq. ft. of residential space. This proposal was treated as a related party transaction and was required to be approved by the shareholders of the Company. Accordingly, a special resolution was approved by R. T. Exports Limited on 15.07.2014. In terms of Section 188 of the Companies Act, 2013, the related parties abstained from voting on this special resolution. Thereafter, an Extra-Ordinary General Meeting was convened on 16.12.2016 for rescinding the resolution dated 15.07.2014 in which, the related parties also voted.
However, the appellant-SEBI took up the matter on a complaint and issued notice alleging violation of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Adjudicating Officer, ultimately, proceeded to penalise the present respondents 1 with a cumulative sum of Rs. 35 lakhs for the alleged violation of the said Regulation 23.
The Securities Appellate Tribunal has not approved this order passed by the Adjudicating Officer and has allowed the appeal filed by the present respondents while, inter alia, holding that the bar of voting as per Section 188 of the Companies Act, 2013 on related parties operated only at the time of entering into a contract or arrangement, i.e., when the resolution dated 15.07.2014 was passed; and therein the said related parties indeed abstained from voting. The Appellate Tribunal found no fault in the said parties voting in the recalling/rescinding of the said resolution.
The view, as taken by the Appellate Tribunal, in the given set of facts and circumstances of the present case, appears to be a plausible view of the matter. In fact, nothing of ill-intent on the part of the respondents has been established in the present case. The hyper-technical stance of the appellant could have only been, and has rightly been, disapproved on the given set of facts and circumstances.
The appeal fails and is, therefore, dismissed.
All pending applications stand disposed of.
This Ministry has received representation seeking extension on timelines for filing the Annual Return (Form 11) by LLPs without paying additional fees. In view of transition from version-2 of MCA-21 to version-3 and to promote compliance on part of LLPs, it has been decided to allow LLPs to file e-Form 12 (Annual Return of Limited Liability Partnership) for the Financial Year 2021-2022 without paying additional fees upto 30th June,2022.
Refer MCA Circular
Kolkata ROC adjudication order for violation of Section 134 of the Companies Act, 2013 in the matter of M/s Kejriwal Castings Limited
Facts
Suo motu application filed by Co. & MD for adjudication of offence for contravention of Section 134 of CA 2013 for Board Report not prepared on due time
Penalty imposed
On Company : Rs. 6 Lakhs
On MD : Rs. 1 Lakh
Refer Rulings:
Law(s) Governing the eForm DPT-3
eForm DPT-3 is required to be filed pursuant to rule 16 of the of the Companies (Acceptance of Deposits) Rules, 2014 which are reproduced for your reference.
Rule 16: Return of deposits to be filed with the Registrar:
Every company other than Government company to which these rules apply, shall on or before the 30th day of June, of every year, file with the Registrar, a return in Form DPT-3 along with the fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and furnish the information contained therein as on the 31st day of March of that year duly audited by the auditor of the company.
Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every company other than Government company.
Purpose of the Form:
*Delhi ROC adjudication order for non maintenance of Registered office in the matter of Garage Cowork Private Limited (Order dated 13/05/2022)*
https://youtu.be/BD7HOuadhKA
✒️ *Action initiated on the basis of _On line complain through serious fraud form_ against Co.*
✒️ *Complainant also filed a writ petition to HC praying appropriate action for default of provisions of Companies Act*
✒️ *Penalty imposed on Company: Rs. 1 Lakh, and on two foreign director Rs. 1 Lakh each*
DLT Blockchain Technology
Chairperson, SEBI, Madhabi Puri Buch unveiled NSDL’s Distributed Ledger Technology (DLT) blockchain platform for Debenture Covenant Monitoring. “’Demat’ revolution was the very first step by which entire market adopted technology. This day ( Silver Jubilee Celebration of India’s largest depository, National Securities Depository Limited (NSDL) ) will also be remembered as an important day as we are taking the first step in terms of the use of DLT in the markets,” the Chairperson said. Aimed at ensuring total transparency, the DLT Blockchain is to bring issuers and debenture trustees on a common ground to record asset charges as well as monitor the asset cover ratio and various covenants of the issuance, transparency in the debenture market. NSDL claims that the Depository will move one step ahead in adopting new technologies and building the critical market infrastructure for the security and covenant monitoring of Bond issuances.
Fianance Minister appreciated the rapid progress being made by the Depository especially by adopting new technologes and also mentioned that NSDL stands true to its tagline ‘Technology, Trust and Reach’.
NSDL Managing Director & CEO, Padmaja Chundru said, “NSDL opened the first demat in India in 1996. NSDL has a pan-India presence through 57,000 service centres. There are more than 27 Million demat accounts and the value of securities is more than $4 Trillion; this will reach $5 trillion very soon.”
About the Debenture Covenant Monitoring:
The information stored in the system will be cryptographically signed, time stamped and sequentially added to the ledger. It would provide a verifiable audit trail of transactions, thus strengthening the confidence in the market as these assets will be continuously monitored with a strong and unalterable transaction audit trail. NSDL recognizes the potential of blockchain solution which is a new emerging technology for decentralized distributed ledger to record real-time transactions across partner network.
“Indian retail investors have played a key role especially during the last two years; they have shown the world what they can do by standing up and becoming shock absorbers unlike FPIs,” Union Finance Minister, Smt. Nirmala Sitharaman began her speech by appreciating the unbound trust shown by the country’s retail investors in the market. The Minister was addressing the Silver Jubilee Celebration of India’s largest depository, National Securities Depository Limited (NSDL), in Mumbai today, 07th May 2022.
“From an average of 4 lakh new demat accounts opened every month in 2019-20, it tripled to 12 lakh per month in 2020-21 and has further increased to around 26 lakh per month in 2021-22,” the Minister added by thanking the retail investors.
NSDL celebrated the completion of 25 years of its service to the Indian capital markets, today in the presence of the Union Finance Minister, Chairperson of the Securities and Exchange Board of India (SEBI), Smt. Madhabi Puri Buch and Chief Postmaster General, Maharashtra Circle, Smt. Veena Ramakrishna Srinivas.
Market Ka Eklavya
As part of the celebration theFinance Minister also launched ‘Market ka Eklavya,’ an online investor awareness program for students in Hindi and other regional languages. “Through ‘Market ka Eklavya’, you will be able to reach out to many who are in need of financial literacy. It is the right time when people have an inclination to know about the market and also the right approach taken by NSDL by educating the students,” she said about the launch. She also suggested that the NSDL make the initiative global by introducing the programme in world languages. “By this we can truly become the vishwaguru as envisioned by our Prime Minister. There are many youth across the world who will be benefited from this initiative if it is made avaialble in several languages,” she added.
‘Market ka Eklavya’ aims to introduce the basics of the securities market and also impart training on financial markets for students, in online mode.
Smt. Sitharaman spoke about the progress being made by FinTech companies in the country and how India has been playing a leading role in this sector. “Startups in fintech today are doing extraordinary work,” she lauded. She also mentioned how investors across the globe are paying attention to the success of our fintech companies.
The Finance Minister also released the ‘My Stamp’ and special cover, honouring NSDL’s contribution to the development of Indian capital markets. The Chief Postmaster General, Smt Veena Ramakrishna Srinivas anchored the release.
An audio visual on NSDL’s journey over the last 25 years was played during the event. Students from several colleges participated in the event.
The event was live streamed https://youtu.be/0NWrkKoa1RM
About NSDL
NSDL (www.nsdl.co.in) is India’s first and one of the leading Central Securities Depositories in the world. It has played a key role in transforming the Indian securities market by facilitating holding and transfer of securities in dematerialised form. The market share of NSDL in value of demat assets is more than 89%. NSDL demat accounts are located in more than 99% of pin codes in the country and 167 countries across the globe, reflecting the wide reach of NSDL.
Business So Simple 