Wednesday, 27 June 2012

Matters requiring Special Resolution

Matters requiring Special Resolution
1.       To alter the provisions of the memorandum so as to change the registered office of the company form one state to another subject to confirmation of the Company Law Board or to change the object of the Company (section 17)
2.       To change the name of the company with approval of the Central Government (Section 21)
3.       To alter the articles of association (Section 31)
4.       To change the name of the company by omitting “Limited” or “Private Limited”, the central Govt.  by license permitting the company with charitable objects to do so by special resolution (Section 25)
5.       Issue of further shares to persons other than  existing members (Section 81(1A))
6.       Issue of debentures having conversion option [Section 81(3)]
7.       To decide that any part of the uncalled share capital shall not be called up except for the purpose of winding up (Section 99)
8.       To reduce the share capital subject to the confirmation of the Court (Section 100)
9.       To vary the rights f different classes of shareholders. This can be done either by obtaining the consent in writing of the holders of 3/4thsof issued capital of that class or by special resolution of share holders of that class (Section 106)
10.   To remove the registered office of t he company outside the local limits of the city, town or village in which it is situated (Section 146)
11.   To commence any new business [section 149(2A)]
12.   To keep registers and returns in a place other than a place within the city, town or village in which the registered office of the company is situated (Section 163)
13.   To pay interest on share capital under certain circumstances (Section 208)
14.   To appoint auditor or a company in which not less than 25% of the subscribed capital held by a public financial institution or a govt. company or by central Govt. or by a State Govt. etc. (Section 224A)
15.   To enable the Central Govt. to appoint inspectors to investigate the affairs of a company (Section 237)
16.   To appoint sole selling agents in specified cases [Section 294AA(3)]
17.   To determine the remuneration payable to any director including managing director, if articles allow (Section 309)
18.   To authorize a director, a relative or partner of such director, director of a private company of which he is a director, or manager to hold office of profit in the company (Section 314)
19.   To alter the memorandum for rendering the liability of its directors or manager unlimited (Section 323)
20.   To authorise inter-corporate loans/giving of guarantee/security or inter corporate investments exceeding the prescribed limits (Section 372A)
21.   To obtain an order from the Court for the winding up of a company (Section 433)
22.   To wind up a company voluntarily [Section 484(1)(b)]
23.   To confer general authority on the liquidator or an authority in respect of any particular arrangement with reference to a proposed sale of property of a company in voluntary liquidation (Section 494)
24.   To enable a liquidator in members voluntary winding up to exercise certain powers (Section 512)
25.   To render binding on company and creditors any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors, if it is acceded to by the three-fourths in number and value of the creditors (Section 517)
26.   To authorise liquidator to exercise certain specified powers in voluntary winding up (Section 546)
27.   To direct the manner of disposing of a company’s books and papers when the affairs of the company have to be completely wound up in a voluntary winding up (Section 550)
28.   To render possible the application of Table A of Schedule I to a company registered under Part IX of the Act to the extent as it is adopted by the special resolution (Section 578)
29.   To alter the form and constitution of the company by substituting a memorandum and articles for a deed of settlement in the case of a company registered in pursuance of  Part IX of the Act (Section 578)

Matters Requiring Special Notice

1.       Resolution for appointment of an auditors other than retiring auditor at an annual general meeting [Section 225(1)]
2.       Resolution at an annual general meeting to provide that a retiring auditor shall not be re-appointed [Section 225(1)]
3.       Resolution to remove a director before the expiry of his period of office (Section 284)
4.       Where the articles of a company provide for the giving of a special notice for a resolution in respect of any specified matter of matters.

Tuesday, 26 June 2012

MCA imposes fees on fling of Form 1,23B, 24A, 36, 61, 62, 65

Imposing fees on certain e-forms filed with ROC, RD or MCA (HQ) under MCA-21 where at present no fee is prescribed
General Circular No. 14/2012, dated 21-6-2012
The Ministry of Corporate Affairs has decided that fees shall be applicable on the following forms at the rates indicated in the table below:-

S. No.
Form No.
Particulars of the Form
Applicable fee
Form 1 of Investor Education protection Fund Rule
Statement of amounts credited to Investor Education and Protection Fund.
As per Schedule X to the Act.
Form 23B
Information by statutory auditor to the Registrar of companies Act, 1956 pursuant to section 224(1)(a) of the Companies Act, 1956.
As per Schedule X to the Act.
Form 24A
Application to RD(a) For Appointment of Auditors under section 224(3)(b) Others
As per Companies (Fee on Application) Rules, 1999
Form 36
Receiver’s or manager’s abstract of receipts and payments (charge related form)
As per Schedule X to the Act.
Form 61
Application to RoC-(a) Compounding of Offences u/s 621A(b) Application for extension of Annual General Meeting upto 3 months u/s 166 of the Act
(c) Application for extension of time for preparation of Annual Accounts upto 18 months u/s 220 of the Act.
(d) Others
(a) As per Companies (Fee on Application) Rules, 1999(b) -Do-(c) -Do-
(d) -Do-
Form 62
Form for submission of misc. documents under the below mentioned rules:(a) Form 154 of the companies (Court) Rules, 1959(b) Form 157 of the companies (Court) Rules, 1959
(c) Form 158 of the Companies (Court) Rules, 1959
As per Schedule X to the Act.
Form 65
Application to the Central Govt. (HQ)-(a) Application pursuant to rule 2 of the Companies (Application for Extension of Time or Exemption under sub-section (8) of section 58A) Rules, 1979.(b) Information and explanation on reservations and qualification contained in the cost audit report by a company
(c) Others
(a) as per Companies (Fee on Application) Rules, 1999(b) Nil(c) as per Companies (Fee on Application) Rules, 1999

3. This circular will come into effect from 22nd July, 2012.

Wednesday, 20 June 2012

Matters Requiring sanction by ordinary Resolution

Matters Requiring sanction by ordinary Resolution
1.  To ratify the name of the company (Section 22)
2.  To vary the terms and contracts in prospectus/statement in lieu of prospectus (Section:61)
3.  To issue shares at a discount (Section 79)
4.  To alter share capital of the company (Section 94)
5.  To cancel/redeem debentures (Section 121)
6.  To declare dividend (Section 205)
7.  To adopt annual accounts and balance sheet 9Section 210)
8.  To inspect the books of accounts of subsidiary company by the representatives and members f the holding company (Section 214)
9.  To appoint auditors in those cases not covered by section 224A (Section 224)
10.   To appoint directors (Section 255)
11.   To appoint directors by rotation (Section 256)
12.  To appoint a person who is not a retiring directors (Section 257)
13.To increase or decrease the number of directors (Section 258)
14. To remove a director and appoint another director in his place (section 284)
15.To give consent for the exercise of powers by the Board (Section 293)
16.   To approve appointment of sole selling agents (Section 294)
17.To approve the appointment and remuneration of director (Section 269 & 309)
18.  To approve the voluntary winding up if the articles provide (Section 484(1)(a))
19.To approve appointment and remuneration of Liquidator in voluntary winding up (Section 490)
20.To authorize the Board of Directors to exercise certain powers after appointment of Liquidator (Section 491)
21. To fill up the vacancy in the office of Liquidator (Section 492)
22. To consider accounts prepared by the liquidator in voluntary winding up (Section 496, 497)
23.To nominate creditors representatives as Liquidator in voluntary winding up (Section 502)
24. To appoint a committee of inspection in creditors voluntary winding up 9Section 503)
25. To consider accounts prepared by the Liquidator in creditors voluntary winding up (Section 508, 509)