For all the transactions put to vote by electronic means by such companies, impliedly the provisions of section 107 become ineffective. As per MCA Circular No.08!2014 dated 4th April, 2014, the financial statements (and documents required to be attached thereto), auditors report and Board report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions! One such item is ‘issue of securities’. 2008-09 and onwards and such default was not covered under section 274(1)(g) of the COMPANIES ACT, 1956 and now it is a default under section 164(2) of the COMPANIES ACT, 2013: Ans:  This issue is not completely clear and a clarification is expected on this issue. As per the provisions of section 135 of the Act, one of the three criteria has to be satisfied to attract Section 135. Schedules/ rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 1st April, 2014, the provisions of the new Act shall apply. (a) statement that the business may be transacted by electronic voting; (b) the date of completion of sending of notices; (c) the date and time of commencement of voting through electronic means; (d) the date and time of end of voting through electronic means; (e) the statement that voting shall not be allowed beyond the said date and time; (f) website address of the company and agency, if any, where notice of the meeting is displayed; and. Further, can he change his vote? Is it mandatory to file the return of appointment of KMPs appointed in terms of Section 203? A person appointed as proxy shall not have the right to give views on the agenda for which meeting is conducted at the meeting. If a director is interested as per 2(49) but not so as per 184(2), is he required to disclose his interest? Whether all statutory registers maintained under the provisions of the Companies Act, 1956 need to be converted to electronic mode within the stipulated period of six months pursuant to the provisions of Companies Act, 2013? 58. Ans. An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes. (iii) “cyber security” means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction; (iv) “electronic voting system” means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security; (v) “remote e-voting” means the facility of casting votes by a member using an electronic voting system from a place other than venue of a general meeting; (vi) “secured system” means computer hardware, software, and procedure that –. Managing Director or Chief Executive Officer or Manager and in their absence whole-time director. Due care has been taken in the preparation of responses to reflect true intention of the law. Reading of Section 2 Clause 1 to 10 of The Companies Act 2013 What is the relevant financial year, with effect from which such provisions of the new Act relating to maintenance of books of account, preparation, adoption and filing of financial statements (and attachments thereto), auditors report and Board’s report will be applicable. For information on visiting the Capitol Complex, please visit pacapitol.com. – FIRST TERM. Ans. (Section 134(8). Section 167 of Companies Act 2013: Vacation of office of director. Note: Referring to General Circular 20/2014 dated 17th June, 2014 the MCA while considering the some practical difficulties in respect of voting through electronic means and conduct general meetings, decided not to treat the relevant provisions of Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014 dealing with the exercise of right to vote by members by electronic means (e-means as mandatory till 31st December, 2O14. 14. 1. Ans. As per section 124(6) all the shares in respect of which unpaid or unclaimed dividend has been transferred to Investor Education and Protection Fund shall also be transferred by the company to Investor Education and protection Fund. Section 197 prescribes certain caps and compliance only in regard to the remunerations of Directors including MD, WTD and Manager. Are companies required to file compliance certificate required in terms of Companies Act, 1956 for the financial year ended March 31, 2014? 28. 17. General Circular No. 9. Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed Mr. B.D. (1) A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed: Your email address will not be published. Hence, old Orders, guidelines rules and regulation regarding the cost audit issued under Companies Act, 1956 will continue to be applicable to the Company for 2014-15. If the directors of a Pvt Ltd company are in dispute and do a notarized agreement between themselves to resolve it. 20. Recently, we have discussed in detail section 176 (Defects in appointment of directors not to invalidate actions taken) of CA 2013. Ans: Section 149(5) of the Companies Act, 2013 inter alia provides that company existing on before the commencement of this Act, which are falling within the ambit of section 149(4), shall have to appoint Independent Directors within one year from the commencement of Companies Act, 2013 or rules made in this behalf, as may be applicable. It is noticed that compliance with procedural requirements, engagement of Depository Agencies and the need for clarity on matter like demand for poll/postal ballot etc will take some more time. As per provision of Section 149(5) appointment of independent directors is being given one year transition period but there is no such transition time for remuneration or nomination committee. Ideally, the surplus should be rolled over to CSR Corpus. However, Section 164(2) provides that any person who is or has been a director of a company which—. In section 117 in sub-section (3), in clause (f), for the word and figures, "section 304" the words and figures, "section 59 of the Insolvency and Bankruptcy Code, 2016" Contact. 49. 8 thoughts on “ All about Dormant Companies – Section 455 of Companies Act, 2013 ” Further Section 149(5) provides a transitionary period of one year to comply with the requirement of independent directors, referring to General Circular No. Procedure for electronic filing of Central Excise and Service Tax returns and for electronic payment of excise duty and service tax. It has been clarified by MCA vide General Circular 20/2014 dated 17th June, 2014 that a person who has voted through e-voting mechanism in accordance with rule 20 shall not be debarred from participation in the general meeting physically. Ans. Cost Accountant in practice, or Company Secretary in practice or an Advocate, or any other person who is not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinise the voting and remote e-voting process in a fair and transparent manner: Provided that the scrutinisers so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the electronic voting system; (x) the scrutiniser shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority; (xi) the Chairman shall, at the general meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting, as provided in clauses (a) to (h) of sub-rule (1) of rule 21, as applicable, with the assistance of scrutinisers, by use of ballot or polling paper or by using an electronic voting system for all those members who are present at the general meeting but have not cast their votes by availing the remote e-voting facility.

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