Provision Applicable for Section 8 Company Registration

• Under the Act, One Person Company can also be incorporated for charitable for purposes.
• A firm can be a member of Charitable Objects.
• The Central Government at the time of revoking the license under this section may, if it is satisfied that it is essential in the public interest, order that the Company be wound up under this Act or amalgamated with another Company registered under this Section.
• In case of winding up or dissolution of an Association not for profit under this Section, there remain, after the satisfaction of its debts and liabilities, any assets, they may be transferred to another Company registered under this clause and having similar objects, subject to such conditions as the Tribunal may impose, or be sold and proceeds thereof credited to the Rehabilitation and Insolvency Found formed under section 244.
• A Company with the charitable objects can only amalgamate with the Company registered under same section and having similar objects.
• Where it has been proved that the affairs of a Company registered under this section were conducted fraudulently then every officer who are in employment in the company and who are in default shall be liable for action under section 447 and will be subject to stringent punishment.
• In the Act, activities like Sports, Education, Research, Protection of environment and Social welfare have been specifically added in the ambit of the objects, for which an Association not for profit can be formed.
• Now the Memorandum and Articles of such company can only be altered with the previous approval of central Government. Earlier prior central Government approval was required only for alteration of objects.
• The application for grant of license shall be made in Form No. INC 12 along with fees as prescribed in the companies. Under the Companies Act 1956, the said application was filed in Form 24 A.
• The rules also prescribes the detailed procedure to be followed by existing company for converting itself on section 8 company. The application shall be made in Form No. INC 12 along with fees as prescribed in the companies. Some of the key points are provided below:

1. Director from advocate, charted accountant, company secretary or cost accountant in practice shall be submitted.
2. Financial statement, board and auditors report for last 2 years shall be submitted along with application.
3. There required a statement of estimated annual income and expenditure for next 3 years shall also be submitted.
4. Publication of advertisement in at least one vernacular and English newspaper circulating in the director where registered office is situated. 

• The rules also prescribes the detailed procedure to be following by section 8 company for     converting itself into company of another class. The application shall be made in Form No INC-18. Some of the key points are provided below:

1. Special resolution is required to be passed.
2. Detailed disclosures to be made in the explanatory statement.
3. Publication of advertisement in at least one vernacular and English newspaper circulating in the district where registered office is situated

Due Diligence Financial Services is highly expert in the process of Section 25 or 8 Company Registration and provides services of Company registration Consultantin Delhi NCR including Gurgaon Noida whole of Uttar Pradesh Ghaziabad Patna Bihar Deoghar Jharkhand Ranchi etc. 

Procedure and Provisions Applicable for Private Placement by A Company

• The act makes provisions relating to Private placement of all the securities and not only shares.
• The act also defines Private placement as any offer of securities or invitation to subscribe securities to select group of persons by the company (other than by way of public offer) through issue of private placement offer letter and which satisfies the condition specified in this section.
• To make an offer or invitation of securities to a section of public other than Qualified Institutional Buyers and Employees of the Company under ESOP otherwise than through issue of a Prospectus, by issuing a Private placement Letter of Offer or by way of private placement, in form PAS 4, no. of person to whom an invitation or an offer is made should not be more than two hundred persons in aggregate in the Financial year.
• An offer of securities or invitation to subscribe securities shall be made through Private placement Letter of Offer, in form PAS 4, to a selected group of persons by the company (other than by way of public offer) only if the proposed offer has been approved by the shareholders of the company, by way of special resolution for each such issue. It is important to take note that now all types of securities are covered under the ambit of Private placement.
• The explanatory statement to the G.M notice should contain the basis or the justification for the proposed issue price.
• This offer Document is needed to be serially numbered and addressed specifically to the concerned person. It can sent either in writing or in electric mode, within a time period of 30 days.
• As per Rules, the minimum investment size has to be Rs. 20,000 per person in terms of Face Value.
• The act further provides conditions through which invitation can be made, the section, along with corresponding Rules also provide that no fresh allotment to be made unless all the earlier allotments of any other security are completed or withdrawn.
• The act further provides that company shall allot securities within 60 days from date of receipt of application money, if it does not allot within 60 days then repay application money within 15 days after expiry of 60 days and if company does not pay money after the aforesaid period the company is liable to repay the money with interest at 12% per annum from expiry of 60 days.
• The monies received shall be kept in separate bank account with a scheduled bank and to be used for purpose provided in this section.
• The act further provides that the offer to be made only to such persons whose name is recorded prior to the invitation to subscribe. The complete record of the offer and acceptance and form of Private placement Letter of Offer in form no PAS 4 shall be filed with to the Register and in case of listed companies, with the Securities and Exchange Board of India (SEBI) as well, within a period of 30 days of circulation of private placement offer (which shall be the date of the said Private Placement Offer Latter).
• The provisions this Section and the Rules shall not be application to any non-banking financial (NBFC) company which is registered with the Reserve Bank of India (RBI) Under RBI Act9, 1934 and housing finance companies which are registered with the national Housing Bank (NHB) under National Housing Bank Act, 1987, if they are complying with the regulations made by Reserve Bank of India or NHB in respect of offer or invitation to be issued on private placement basis. Provided that such companies will comply with provision relating to maximum number of people and value of investment, if the RBI or NHB has not specified similar regulation. 

Due Diligence Financial Services is reputed Company Law advisor relating to Company Formation or Company Registration in Delhi or any states or cities of India such as Gurgaon Deoghar Ghaziabad Dhanbad Noida Jharkhand Ranchi Bihar Patna etc.. Company registration Consultant in Delhi or any cities or states of India such as Dhanbad Noida Jharkhand Ranchi Ghaziabad Gurgaon Deoghar Bihar Patna etc. Besides Private limited Company or Public Limited Company registration ddfs provides OPC incorporation or Section 8 Company registration or Partnership Formation and LLP Registration.

 

 

Liquidator Appointment Under Section 310 of A Company

1. The company liquidator had to be appointed from the panel prepared by the central government.
2. Now on appointment as Company Liquidator, such liquidator has to file a declaration in the prescribed from within 7 days of the date of appointment disclosing conflict of interest or lack of independence in respect of his appointment, if any, with the company and the creditors and such obligation shall continue throughout the term of his or its appointment.
3. Now only one company liquidator shall be appointed as opposed to the Companies Act, 1956 where more than one can be appointed.
4. The creditor shall in both the cases where they approve the liquidator appointed by the members or while appointing their own liquidator shall fix remuneration.
5. The power given to director or member to file an application before the Tribunal that liquidator appointment by creditor should be appointed or some person to be appointed as liquidator has been dispensed with.
6. The company in its AGM meeting shall fix the remuneration if any, to be paid to the liquidator or liquidators.
7. The provision that any remuneration so fixed shall not be increased in any circumstances whatever, whether with or without the sanction of the Tribunal has been dispensed with.
8. The provision that till the time the remuneration of the liquidator or liquidators is not fixed he shall not take change of his office has been dispensed with.
9. The provision doesn’t specifies what will be the course of action if creditor neither appoints their own liquidator nor approve the liquidator appointed by the member.

Besides company liquidation Due Diligence Financial Services provides Company registration in Delhi NCR including Gurgaon Ghaziabad Noida Uttar Pradesh Bihar Patna Deoghar Dhanbad Ranchi Jharkhand etc. We provides Company consultancy services in terms of Book Keeping VAT Services ITR Filing Services Import Export services Fixed Assets Tagging Services XBRL consultancy services including Company registration Consultant in Delhi NCR includes Deoghar Bihar Jharkhand Ranchi Gurgaon Ghaziabad Uttar Pradesh Noida etc.

Meaning of Related Party Under Company Act 2013

Due Diligence Financial Services is duly managed by Indian professional who is professionally involve in Company registration in Noida and also provides services of Company Registration in Delhi. We are one of the best professional as Company Registration Consultant in Delhi and Company Registration consultant in Noida.

1. Section 2 sub section 76 has defined the meaning of related party for the purpose of disclosure of related party transaction wherever required. In reference to Company related party means.
2. Director of the company and his related.
3. Key person of the company i.e. managerial personnel of the company and his relative.
4. Meaning of related party extended and includes a firm in which director of the company or manager and their relative is a partner.
5. A private company in which director or manager and their relative is a member or director of the company comes within the meaning of related party.
6. Any public limited company in which director or manager and their relative, who possess shareholding more than 10% of paid of share capital of the company.
7. BOD or Managing Director or Manager of any body-corporate who are accustomed to act in the accordance with instruction or direction or advice of a manager or director.
8. If the Director or manager of the company accustomed to act on the director or advice or instruction but this condition do not apply if the director or instruction is being given in a professional capacity.
9. A company which is

(a)  An associates company or holding or subsidiary of such company

(b)  A subsidiary of their holding company

(c)   Other person as may be prescribed from time to time.

Meaning of Private Limited Company and its Registration

The Meaning of the private company is same for Company Registration in Delhi or for Company Registration in Noida. Meaning of private limited company has been defined by section 2 sub-section 68 of the Companies Act 2013 and which defined a “private limited company” means a company which have minimum paid-up share capital of ₹ 1 lakh or such higher paid-up share capital as may be prescribed by article of association of the company and the article of such company:-

• AOA of the company restricts the right of the member to transfer its shares;

• Except in case of OPC (One Person Company) limits the number of members of the company to two hundred:

To avoid any miss-confusion it has been clarified that where two or more persons jointly hold one or more shares in a company, they shall for the purposes of calculation of number of member be treated as a single member.

Provided further that—

1. Any persons who are in employment of the company; and
2. persons who has been formerly in the employment of the company, were members of the company while in such employment and who still continue to be members after the employment ceased,

Shall not be included while calculating the number of members.

• The article of the company shall prohibits any invitation to the general public to subscribe for any shares or securities of the company

We provide professional services with due integrity in form of Company Registration Consultant in Delhi and Company Registration Consultant in Noida Gurgaon and Ghaziabad. We provides online services of ITR filing or Service Tax registration or XBRL consultant services or Fixed Assets Tagging Services or LLP Registration in Delhi Noida Gurgaon NCR.

Format of INC-8 and Rule Applicable There To

Section 7(1) (b) of the Companies Act 2013 provides that there required for Company registration to file a declaration Form from Chartered Accountant or Cost Accountant Advocate or Company Secretary who is in Full time practice and who is involved in Company formation process to the Registrar of Company at the time of company incorporation. In terms the provision of the companies act and following Section 7(1) (b) rule 14 has been introduced under Companies (Incorporation) Rule 2014 and accordingly under Rule 14 Form INC-8 has been framed. In Form INC-8 there required a Declaration from Company Registration Consultant that they have fulfilled all the requirement of Companies Act 2013 and rule applicable for registration of company under this act.

Due Diligence Financial Services provide the best solution for every business issue in form of Fixed Assets Tagging Services or Service Tax Registration Services or Income Tax Consultant Services or DVAT registration or UP VAT registration or LLP registration or OPC registration or Company Registration in Delhi NCR Noida Gurgaon and Ghaziabad.