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  • support@registrationwala.com
26
Jun
17
SPICe -Easy way to register a Company in One Day

Ministry of Corporate Affairs introduced an electronic form called Simplified Performa for Incorporating Company electronically (SPICe) vide the notification October, 2016 in order to simplify the procedure of incorporation. SPICe or e- form INC-32 can be filed along with memorandum of association INC-33 and article of association INC-34.It helps in incorporating the company with the single application for reservation of name, incorporation of a new company or allotment of Director Identification Number. It integrates many processes into one process resulting in fast track incorporation of company.

Prior to May, 2015 for incorporating the company needs to file five forms which includes DIR-3 for acquiring the directors identification number, INC-1 for approving a name, INC-7 for registering a company with memorandum of association and articles of association, INC-22 for details regarding registered office and form DIR-12 for appointing directors. Filing these documents was a very hectic and time consuming process. In order to facilitate the smooth and fast track procedure of incorporation MCA introduced INC-29 on May, 2015. It was a major reform brought by government as only one integrated form INC-29 has to be filed as against five forms. But one shortcoming of INC-29 was that there was no procedure for entering a previously approved name due to which there were chances of rejection of application.

SPICe contained all the features of INC-29 in addition to this it provide the option to the company for entering the previously approved name. So it can be filed with memorandum of association INC-33 and article of association to facilitate the incorporation of company in 1-2 days.

Key benefits of SPICe or INC-32

  • Application of name- In form INC-29 there was no provision for entering previously approved name that is we cannot file INC-1 prior to INC-29. But in form INC-32 or SPICe there are provision for entering a previously approved name.
  • More Information- The information contained in INC-32 is more than the information in INC-29. Thus it helps the user to fill form with more ease.
  • Electronic filing of memorandum of association and article of association- INC-33 for memorandum of association and INC-34 for article of association has been provided electronically. The applicant is only required to fill the objects of the company and the clauses for article of association. Hence, the task of drafting the memorandum of association and article of association has become much simpler.
  • Provision for Pan and Tan- SPICe or INC-32 enables the applicant to apply and permanent account number and tax deduction number electronically.

Process for filing SPICe –Form INC-32

  • Submit supporting Documents like Memorandum of association, Article of association, identity proof, details of subscribers and directors along with INC-32.
  • Declaration by professional should be attached to form INC-32 declaring that all the information presented in the form is correct.
  • After filing it will be processed by central processing Center.
  • If all the documents are complete a company identity number (CIN) will be allotted along with DIN.

Under form INC -32 the following types of companies can be register in India.

Private Limited Company

One Person Company (OPC)

Nidhi Company

Producer Company

24
Jun
17
Copyright for Online Environment

Information Technology is a boon Science has given us to make ourselves easy with source of knowledge that we have around us. Internet is the source of technology has t led to proliferation of e-businesses due to its cost effectiveness, accessibility, convenience and vast user base. Internet has become great platform for Start up enterprises and Medium size businesses to efficaciously showcase its products and services.

Knowledge and information has ease of duplicating it along with anonymity   pose a continuous threat to the protection of Intellectual property rights including copyrights on the internet. Copying of trademarks, service marks protected by (Trademark Act, 1999) or Intellectual property infringements in cyberspace may comprise of any unauthorised use original music , art work, films, , multimedia, software or literary matter ( protected by the Copyright Act, 1957).

 Certain issues need to be faced by the unique matrix of the cyberspace has produced different categories of infringements including, Framing, Deep linking, Piracy of Software, Music, Video, other Digital Copyrights infringements. WIPO (World Intellectual property organization) is an international for intellectual property that have made important initiatives to bring harmonization in copyright regimes across various jurisdictions.

Protection of Computer software is done under guidelines of literary work and so are computer databases as per Section 2(o) of Copyright Act, 1957.When looking at the Original database is also protected by copyright.

Copyright issues

  • Perform and display publicly the copyright work.
  • Store the information in a tangible form.
  • Sell, rent, lease, or otherwise distribute copies of the copyright work to the public.
  • Reproduce the copyrighted work.
  • Prepare derivative works based on the copyright work.

Internet is used for browsing, downloading, uploading, file-swapping, caching, mirroring, etc. Really infringe the exclusive rights of owner. There are many results

  • Violation of the copyright owner’s exclusive distribution right.
  • Transmission of information from one computer system or network to another, involving temporary storage (RAM) of that information.
  • An appearance of a copyright image in a web browser infringing the owner’s public display right.
  • An infringement of the owner’s exclusive right to prepare derivative works.
  • An unauthorized storage of such information is a violation of the owner’s exclusive right to make copies, to reproduce the copyrighted work.

Indian Legal Provision

Some people take things for granted that they can download, reproduce and transmit on the internet. There are certain misconceptions and amounts to unauthorized downloading and infringement of the creator’s copyright. Rules and regulations are governed by IT Act, 2000.In that the section imposes a liability of up to Rs 1 crore upon a person who unlawfully downloads data. The compensation is payable to the person affected. Thus there is a radical overhauling of Indian Copyright Act, 1957 as well as the IT Act, 2000, specially the conceptual ambit, contents of rights and liability redressal.

14
Jun
17
Checklist for Due Diligence of Company

Due diligence is a formality performed before bank loan funding, business sale, private equity investment, etc., It is the process to check, the financial, legal and compliance aspects of the company that are usually reviewed and documented. This procedure can be followed in any type of company whether it Private Limited Company or any other Limited Company. Companies should be updated with the checklist by performing due diligence on a company in India.

Due diligence mainly helps the buyer take an informed investment decision and mitigate risks associated with a business purchase transaction. In the procedure both the parties usually enter into a non-disclosure agreement prior to starting a business due diligence as sensitive financial, operational, legal and regulatory information would be divulged to the buyer during the due diligence process. It is the responsibility of the seller of the business or shares or “Seller” to provide the documents and information necessary for performing a due diligence on the company to the buyer. Business due diligence is process performed prior to the purchase of a company or investment in a company by the acquirer or investor or we can say buyer.

Documents Required During Company Due Diligence

  • Certificate of Incorporation
  • Memorandum of Association
  • Articles of Association
  • Shareholding Pattern
  • Financial Statements
  • Income Tax Returns
  • Bank Statements
  • Tax Registration Certificates
  • Tax Payment Receipts
  • Property Documents
  • Statutory Registers
  • Intellectual Property Registration or Application Documents
  • Employee Records
  • Utility Bills
  • Operational Records

Review of MCA Documents

Mainly due diligence of a company starts with the MCA (Ministry of Corporate Affairs) website. The master data about a company is made publicly available. Further, with the payment of a small fee, all documents filed with the Registrar of Companies is made available to anyone. The relevant information from the MCA website is usually verified first. The documents and information gathered in this step include:

  • Company Information
  • Date of Incorporation
  • Authorised Capital
  • Paid up Capital
  • Date of Last Balance Sheet
  • Date of Last Annual General Meeting
  • Status of the Company
  • Director Information
  • Date of Appointment of Directors
  • Directors of the Company
  • Charges Registered
  • Details of Secured Lenders of the Company
  • Quantum of Secured Loans
  • Documents
    • Certificate of Incorporation
    • Memorandum of Association
    • Articles of Association

In addition to the above, the financial information of the company and other filings with the MCA pertaining to various aspects of the company can be downloaded and reviewed. The review of MCA documents of the company would provide a good overview of the company to the person performing the due diligence.

Review of Articles of Association

It is very important to review the articles of association of a company during the due diligence process to ascertain the different classes of equity shares and their voting rights. The articles of association of a company can restrict the transfer of shares of a company. Thus, the articles of association should be studied carefully to ascertain the procedure for transfer of shares.

Review of Statutory Registers of Company

Under Companies Act, 2013, a private limited company is required to maintain various statutory registers pertaining to share allotment, share transfer, board meetings, board of directors, etc., Therefore, the statutory registers of a company must be reviewed to obtain and validate information pertaining to directorship and shareholding.

Review of Taxation Aspects

Taxation aspects of a company must be thoroughly checked during the due diligence process to ensure that there are no unforeseen tax liabilities created on the company in a future date. The following aspects relating to the taxation aspect of a company must be checked:

  • Income tax return filed
  • Income tax paid
  • Calculation of income tax liability by the company
  • ESI / PF Returns Filed
  • ESI / PF Payments
  • ESI / PF Payment Calculation
  • Service Tax / VAT Returns Filed
  • Service Tax / VAT Payments
  • Basis for Service Tax / VAT Payment Calculation
  • TDS Calculations
  • TDS Returns
  • TDS Payments

Review of Book of Accounts and Financial Statements

 Companies need to maintain book of accounts along with detailed transaction information by the Companies Act, 2013. Hence, detailed financial transaction information must be audited and verified against the financial statements prepared by the company. Some of the matters relevant during the business financial due diligence process are:

  • Verification of cash flow information
  • Verification and valuation of all assets and liabilities
  • Verification of bank statements
  • Verification of all financial statements against transactional information

 Review of Legal Aspects

A comprehensive legal audit of the company must be performed by a legal practitioner to ascertain if there are any pending legal actions, suits by or against the company and liability in each. Further, the following aspects must be checked during the legal due diligence:

  • Legal due diligence for all real estate properties of the company.
  • Verification of court documents and court filings, if any.
  • No objection from Secured Creditor for transfer of company.

Review of Operational Aspects

It is important to obtain a through understanding of the business model, business operations and operational information during the due diligence process. The review of operational aspects must be extensive including site visits and employee interviews. Following are aspects that must be covered and documented in the operational aspects review:

  • Number of Customers
  • Number of Employees
  • Business Model
  • Production Information
  • Machinery Information
  • Vendor Information
  • Utilities

In addition to the above, based on the business and business model, other operational aspects may be important. Those aspects must be thoroughly checked and documented during the due diligence process.

09
Jun
17
Rules and Regulations of Section 8 Company Registration

Section 8 Company is a company that is only registered for charity purposes or for the organization’s objectives towards the society. Main objective of the company is to promote art, commerce, sports, science, education, social welfare, religion, charity, research or protection of the environment. Companies profit gained should only be used to promote the activities of the organization or to achieve the objectives of the organization

Advantages of Section 8 Company

The benefits enjoyed by a Section 8 Company are as follows:

  • Exemption from stamp duty for registration.
  • Many privileges and exemptions under the Company Laws.
  • Tax deduction to the donors of the company.
  • These companies exempt from keeping any titles or suffix.
  • These companies can be formed without share capital, the funds are brought in the form of donations
  • The shares of the company can be transferred easily.

To register a company under Section 8 Company you need to just follow these steps:

  • Fill a simple online form which will be available on the official website of Registrationwala.com
  • Obtain Digital Signature Certificate.
  • Obtain Director Identification Number (DIN), Quickly
  • Apply for Section 8 Company name approval from Ministry of corporate affairs.
  • Apply for Section 8 License from Regional Director of Ministry of corporate affairs.
  • Obtain Certificate of Incorporation (COI) and then apply for PAN (Permanent account number) and Tax Deduction Account Number (TAN) and Registration is complete under Section 8 Company.
  • You are ready to open your Bank Account.
  • 100% Tax-free on income of NGO since need to Apply for 80G & 12A registration

 Eligibility Criteria:

  • Person or group looking towards Section should have an objective to promote science, education, sports etc
  • Revenue gains earned should be used for the company’s development only
  • Members of the company will not be getting distribution of profits amongst

What will be the last Name to be added to Section 8 NGO?

As per rule 8(7), the name shall include the words–

  • Association – For labour association, Trade Association, Social body like RSS, financial association, RWA
  • Forum – Social knowledge or Social discussion, Buyer association etc.
  • Foundation – Foundation is good for microfinance company, social welfare organization, University
  • Chambers – for promotion of trade, science, and arts
  • Federation – for club, school, research, university, consumer forum
  • Confederation – social and welfare work

Document required

  • Identity proofs of the members of the Company
  • Address proof of the members
  • Passport size photographs
  • Copy of the rent agreement, in case, when rented
  • Copy of the property papers, if any
  • Copy of electricity or water bills
  • NOC from the landlord
  • Small draft about the core objectives of Section 8 Company
  • Sample copy of signature

Eligibility Criteria for Section 8 Company license

  • The major objective should be the promotion of sports, Social welfare, promotion Science & Art, education & financial assistance to lower income group.
  • All the surplus generated must be used for the meeting the principal objective of the company
  • No profit should be distributed among the members & Director of the company directly or indirectly
  • Founders, members & Directors of the company cannot draw any remuneration in any form cash or kind.
  • The Company should have a clear vision and project plan.

Statutory Obligations:

  • The Revenue and surplus generated should be exclusively used for the achievement of the main objective of the company
  • Appointment of Company Secretary is no longer mandatory
  • Incentives or commission are not allowed.
  • No need for minimum share capital
  • AGM can be conducted as Shorter notice period
  • Directors of the Section 8 Company can take positions in more than 20 companies
  • No portion of the profit should be paid to the directors and members of the company
  • Profit is 100% tax-free if 12A registration is obtained from income tax department.
  • The Objective of Company cannot be altered without prior permission from Central Government of India
  • Sharing the profit with the promoters is strictly prohibited
  • The revenue of the company shall only be applied for the promotion of the main objective
  • The income tax rates are applicable at the same rates as they applicable to other companies
  • The company registered under Section 8 of the company shall not alter the provisions of its memorandum or articles except the previous approved by the Central Government
  • No member of the company should be appointed as a remunerated officer and there will be no incentive.
  • Section 8 Company is licensed under the Section 8 of the Companies Act, 2013. Under the Companies Act, 1956, this act was earlier known as the “Section 25 Company”.
05
Jun
17
What is the Fees of Private Limited Company Registration?

Private limited is the most preferred form of company in India. Since, it is to raise funds in this type of company. Private limited company registration has now become very simple process.  One of the major factors is the authorized share capital with which you want to register your private limited company.

If you want to register your private limited company with the minimum requirements then cost of company registration will be less. Cost of company registration depends upon the authorized share capital.

In this article we will calculate cost of company registration applicable to a private limited company to let you know how costs are derived.

Following are the various factors on which let us discuss these factors that affect the cost

  • Initial authorized share capital
  • Number of directors
  • Stamp duty
  • Professional Fee charged by a Chartered Accountant or Company Secretary

Company registration in India is not possible without the help of a chartered accountant or Company Secretary.

Cost remains same in some of the factors the fact on which costing differ is stamp duty charges (but the difference will be very less).

Costing also depends upon the professional fee that a chartered accountant or CS will charge you. This is mainly in case of private limited company.

Following are important things used in the company registration according to which cost of company registration can differ

Getting digital signature certificate is one of the most important step of your company registration. Online Company registration is not possible without DSC. If you do not have DSC then you cannot fill single online form. According to the provisions of Companies act, 2013.Application for DIN (e-Form DIR3) has to be signed digitally by each applicant with DSC.

Chartered Accountants or Company Secretary are not required in getting DSC. DSC cannot be obtained by any Certifying authority providing these services. Chartered Accountants or Company Secretaries provide some offer which will also include DSC with some charges. You should be thorough about this on company registration.

Getting Director Identification number (DIN) is also one of the most important step of company registration. Obtaining DIN is not a complex process. In case you want obtain DIN immediately then your Chartered Accountants or Company Secretary need to electronically certify your DIN application.

Company Approval

One of the processes for registering your company is getting the proposed name of the company approved from MCA before its registration.

This process does not cost you much. Cost of getting your private limited company name approved from Ministry of corporate affairs will cost you Rs. 1, 000 only.

Registering your private limited company This is the final step for registration of private limited company. You pay major part of your expenses in this final step. Cost will vary depending on the authorized share capital of the company. Following costs are involved at this stage of company registration process;

  • Fee for Memorandum of Association
  • Fee for Article of Association
  • Fee for SPICe

MCA portal has all the cost details for this part from by entering the authorized share capital amount of your company. In case you select SPICe from the drop down and then enter the share capital amount for registration, it will show you the cost for filing MOA, AOA.

Sr. No

Particulars

Calculation

Amount is Rupees

1

Getting DIN

Rs. 500 per DIN

1000

(if requirement is for 2 directors)

2

Getting DSC (DSC depends on the number of director applying for DIN)

Rs. 1000 per DSC

2000

(if requirement is for 2 directors)

3

Stamp Papers and notary charges for affidavit

depends on number of affidavit, certification and declarations

200 (approx if requirement is for 2 directors)

4

Company Registration

   
 

I

Spice (Normal)

500

 
 

II

MOA

2000

 
 

III

AOA

300

 
 

IV

PAN

107

 
 

V

TAN

63

 
   

Total

 

2,970

5

Stamp Duty Charges for MOA, AOA and Form Spice(cost depends on the state of your registration)

 

 360

Total cost of company registration

6,530/-

30
May
17
What are the Essentials of an LLP Agreement?

LLP agreement must be written amongst the partners while setting up an LLP. LLP agreement must include the essential information regarding such LLP agreement with respect to the partners, profit sharing ratio, capital contribution, board meetings, mechanism for dispute resolution, winding up of the firm, etc. Under LLP act 2008, schedule I provides provisions of LLP registration in India. It has general template of agreement commonly suits the LLP.

 There are some critical features such as drafting of a specific LLP agreement because there many forms of unique nature and contribution of each partner in terms of investment, time, differs from business to business. Following are the LLP agreement essential clauses which every firm must take into account while drafting

Definition Clause

Definition clause is considered as the essence of any LLP agreement. LLP agreement must contain various definitions such as the definition of designated partners, the accounting period, business of LLP and the name with which the LLP will be known. Agreement must have the full address of the registered office of the LLP as well as the address of all the partners.

Capital Contribution

The partners needs to specify the amount of capital that each of them contributes to constitute the LLP. Capital contribution or Capital of LLP is the amount that each of the partners invest in the LLP. Capital can be any form of fund, cash, assets or in kind .

Business of LLP

LLP members must clearly specify the nature of the Business and areas the in which Business deals with. The agreement must include the place of business where the business of LLP shall be carried on as well the commencement date of such business.

Rights and Duties

Rights and duties of the members mutually agreed by them must be mentioned in the LLP Agreement. the provisions of Schedule I of the Limited Liability Act, 2008 will apply as given in Section 23(4) of the said act. In the absence of such separate agreement between the partners about such rights and duties, etc.,

Profit Sharing Ratio

LLP Agreement must have particular mention ratio in which the profits and the losses of the business will be shared among the partners. The partners must clearly state the amount of profit that each member receives, or the amount of the loss that they’re liable for will be set out in the agreement. The agreement could also provide for part of the profits to be paid as interest calculated on the members’ capital contributions.

Dispute Resolution Mechanism

LLP agreement is considered fully formed agreement if it consist of provision for resolving disputes between the members. In a normal course, every LLP prefers Arbitration as a mode of resolving disputes. Such LLP is governed by the Arbitration and Conciliation Act, 1996.  It is suggested that every LLP agreement must incorporate a clause providing for a dispute resolution mechanism to avoid disputes that result in lengthy and expensive litigation.

Indemnities

The LLP agreement should contain a provision regarding indemnities. Protection of its members from any kind of liability or claim incurred by them while carrying the business of the LLP must consist of clause of indemnity states.The members should also agree to indemnify the LLP for the loss caused by it due to any breach committed by them.

Restrictive Covenants

Members of can be under various restrictions on its members. Every LLP agreement must contain a provision regarding such restrictive covenants. For instance, a member after leaving the firm might be prohibited from carrying on a competitive business with that of a firm. Such restrictions are called restrictive covenants which are important to protect the legitimate interests of the LLP and an LLP agreement must make a mention of it.

Winding Up

The partners must specify the term of validity of such LLP agreement whether it is a perpetual agreement or is valid for a fixed period.LLP agreement must also provide some situations in case the partners have agreed to wound up the affairs of the LLP either voluntarily or by an order of Tribunal for the specific violations as mentioned in Section 64 of the Act.

Miscellaneous Provisions

The members must also make provisions regarding admission of new partners, retirement as well as the death of a partner, etc. While drafting LLP agreement. The agreement must provide guidelines for the expulsion of partners as well as when can an LLP agreement be renewed. Further, such agreement must include any other relevant clauses as agreed upon by the partners of an LLP.

Conclusion

A complete LLP agreement must contain all the features given above. We should also consider some of the various other clauses that needs to be incorporated in an agreement depending on the type of the business carried on by an LLP. Keep things in mind the schedule only provides for limited clauses. But as a matter of prudence, there must be a detailed agreement for registering an LLP.

LLP agreement is an important feature for the success of every LLP mainly depending upon the manner in which the partners have drafted the. Therefore, it is important that the LLP Agreement must be drafted with the help of expert knowledge which is in a position to foresee the future needs of the firm and understand the amount of flexibility required to adjust with the changing circumstances for the smooth and efficient functioning.

27
May
17
Company Incorporation Amendment Rules 2017

Ministry of Corporate Affairs has issued the Companies Amendment Rules, 2017. These rules have been amended on Companies (Incorporation) Rules, 2014 also known as the  “Principal Rules”. Amendment Rule 2017 came into force on 30th January 2017.

Principal Rules Amendment Rules Implication   

Rule 18: Certificate of incorporation.

 Certificate of Incorporation will be issued by the Registrar in Form No. INC.11. It shall also mention Permanent Account Number of the company where it will be issued by the Income tax department which have been substituted in Rule 18. Previously, the Principal Rules were silent on the aspect of certificate of incorporation mentioning about the PAN.

In addition the Amendment Rules have also substituted Form No. INC-11 i.e ‘Certificate of Incorporation’ and Form No.INC-32 SPICe (Simplified Proforma for Incorporating Company Electronically) with new ones.

Mainly the amendments the Companies (Incorporation) Rules, 2014 were amended by the Companies Incorporation (Amendment) Rules, 2017 were on January 25, 2017, and the rules Revised and the same came into effect on January 30, 2017. With the new type of 'SPICe' (Simplified Proforma for Incorporating Company Electronically) now necessitates obligatory submissions for both PAN (Permanent Account Number) and TAN (Tax Deduction Account Number) for all new filings.

There has been notice by the MCA for cases marked for resubmission for which stakeholders are required to download the older version of SPICe form for resubmission. This has been accepted after February 1 2017

According to the revised format it requires fresh applicants to submit duly signed PAN and TAN forms linked with the SPICe form and these corollary linked forms for PAN and TAN will be auto generated once the SPICe forms are submitted with the MCA21 system. After 49A there has been a new version after the new version of SPICe application. The payment of requisite fee is confirmed by the MCA.

Benefits from the Amendment 2017

Amendment has put things for forward by enabling the creation of a single platform that enables digital submission of incorporation documents along with e-Memorandum of Association(e-MOA) and e-Articles of Association (e-AOA) within streamlined timeframes. It also underscores a consolidated attempt to incorporate companies together with tax identification of the entity.

 

25
May
17
One person company compliance in India

Compliance is a term or we can say a provision to maintain company’s annual filing, books of account and other statutory requirement. It is mandatory information needed to be informed to the central government. People need to spend some money on their Company so that their company runs uniformly without any legal barrier.

One Person Company is liable to certain Compliance which needs to be completed with a month from Date of Incorporation. Company should accept foregone reality that compliance will help entrepreneurs to do business with comfort and ease. The concept of OPC was evolved to eradicate the limitation of a sole proprietorship which was introduced in Companies act, 2013.It is one of the newest and one of the most popular form of Company. In OPC Person enjoys commencement of Business without any involvement of any other person.

In comparison with Private Limited Company OPC have lesser compliance formalities. Below are mandatory compliance requirement.

Corporate Stationary

After OPC registration it is recommended to purchase the following stationary for use with OPC compliance matters.

Name Board is the requirement of the company. Companies including an OPC are required to paint or affix the name of the company and address of its registered office outside every office or place in which it carries on business.

Company’s Rubber Stamp is a round rubber bearing name of the company and straight rubber stamp bearing the name of the company along with designation of the authorised signatory can be purchased from the local vendor. It is required for the execution of various legal documents like Board Resolutions, bank account opening forms, cheques, etc.

Letterhead is a printed heading which should be mentioned including name and registered office address of the OPC. It consists of all the forms of invoices, notices and other official documents of the company.

In case of OPC ‘‘One Person Company’’ must be mentioned in brackets below the name of the company, wherever its name is printed whether it has been affixed or engraved.

OPC PAN Application

Obtaining PAN card is the first step after incorporation of any corporate legal entity. PAN can be applied online after incorporation to receive the PAN allotment letter. The letter must then be signed by the OPC Director, sealed with company rubber stamp and couriered to the NSDL office. PAN Card will be issued in about 15 days after receipt of the hard copy PAN application from the applicant.

Opening OPC Bank Account

Proprietorship bank account opening is a bit tricky but opening bank account for a OPC is very simple. Additional tax registrations or documents are required to open a bank account for a OPC. According to the Reserve Bank of India’s KYC norms, the following are the documents required to open a current account in the name of a OPC:

  • Self-attested copies of OPC Certificate of incorporation
  • Memorandum of Association and Articles of Association 
  • Open Bank for Company
  • Copy of the telephone bill;
  • Copy of PAN allotment letter;
  • Identity proof of the Director

Documents submitted for opening of bank account must be self-attested with seal of the company. Hence, its important to obtain company seal and company letterhead after incorporation of the OPC.

Appointment of Auditor

Appointment of the Auditor of the Company is a requirement, it can be individual; practising Chartered accountant within 30 days of incorporation. In case of OPC as well, an Auditor must be appointed by the Director of the OPC for auditing of financial statements of the company.

OPC Annual General Meeting

All companies other than a OPC is required to hold a AGM(Annual General) each financial year with not more than fifteen months elapsing between the date of one annual general meeting of a company and that of the next. However, in case of a OPC where there is only one director on the Board of Directors, then it is sufficient for the resolution by one Director be passed and entered in the minutes-book. The signed and dated resolution by Director of a OPC is deemed to be the meeting of the Board of Directors for all the purposes under the Companies Act. Also, provisions relating to quorum for meetings of Board do not apply to a OPC where there is only one Director on its Board of Directors.

OPC Financial Statements

All companies are required to prepare and file with the ROC, the following financial statements:

  • Cash flow statement for the financial year
  • Balance sheet as at the end of the financial year;
  • Profit and loss account;
  • Statement of changes in equity, if applicable;
  • Explanatory note forming part of any document.

Compliance in OPC is needed for the rapid growth and it is necessary that it stays clear of unnecessary legal paraphernalia. Falling in line with the compliance system ensures that in certain cases it can all be sorted with a warning but when the issue is a graver one, the companies end up paying fines for not following the compliance.

Reasons why should OPC be compliant

Improved Public Relations- Marketing and advertising becomes easy after fulfilling all the legal obligations. Company become Job Creator encouraging more and more people becoming part of the Company. Good compliance management creates good reputation in the market.   

Employee retention There are many compliance issues that deal with the benefit of the employees, some these even talk about protecting the employees. For a company that adheres to these guidelines, it becomes easy to retain the employees as the workforce of the company feels home in the company and strives to work for the betterment of the business and the product.
Thus, for a One Person Company, which anyway is bound by a lot of compliance guidelines, it is paramount to manage all that. As in the longer run it showers the company with all the benefits that may or may not be visible in the beginning.

  • Smooth operations

Certain rules help more than they harm. Rules related to discrimination and harassment help create a better working environment for employees which can lead to better productivity. Also better security – financial as well physical – help employees provide more to the company.

22
May
17
Compliances for Foreign Companies in India

Foreign Companies have seen India as the Ocean of opportunity. Since India is rich in natural resources as well as the Human resource. Many foreign Companies want to headquarter or have headquartered their office in India. Foreign Company registration is a mandatory protocol for every company to establish Business in India. There are various additional compliance that companies need to maintain under the Companies Act, 2013.

Compliance is a term used in corporate entity for the maintenance of the company. Companies need to spend some money on compliance so that the company’s Business should run uniformly. Under compliance there are filing of certain forms and information from time to time to central government as statutory requirement. Compliance is a combined word for all the filings that need to be done to keep your company in good standing with the government authorities.           

Form FC -1

Any foreign company registered in India needs to file Form FC1. This form should be filed within the time period of thirty days of the establishment of Business in India. The application must be supported with the attested copy from the RBI which should follow the terms of Foreign Exchange Management Act or Regulation and sanction is necessary from other regulators. 

Financial Statements

All foreign companies registered in India are required to organize financial statement of its Indian business operations in agreement with Schedule III of the Companies Act, 2013. Thus foreign companies are required to furnish the following information/statements together with the financial statements of the company to be filed with the Registrar of Companies:

  • Statement of associated party transaction
  • Statement of repatriation of profits
  • Statement of fund transfer which shall be any relation with fund transfer between place of Business of a company
  • The documents that are referred to above in this rule must be delivered to the Registrar of Companies within a period of six months from the end of the financial year of the foreign company.

Audit of account of Foreign Company

Foreign Companies in India must get their accounts audited by the individual practicing chartered accountancy in a firm or LLP in India.  Foreign companies must get its accounts, pertaining to the Indian business operations organized in agreement with the necessities of clause

Form FC-3

Form FC-3 is required to be filed with Registrar of Company in the case of foreign companies. It is mainly for detailing the list of places of business of the foreign company along with the financial statements of the company.

Annual Return

Foreign Company must file the annual return and document the Annual return of the organization in Form FC-4 within sixty days from the last day of its budgetary year. Any record which ought to be conveyed from an outside organization can be conveyed to the Registrar of Companies with locale over New Delhi.

Authentication of Translated Documents

Necessary documents which are to be with ROC must in English Language. In the event that any interpretation is made out of India, it must be validated by the mark and the seal of the authority with guardianship of the first or a Notary of the nation where the organization has been joined. Where such interpretation is made in India, it might be confirmed by a supporter, lawyer or pleader qualified for show up confronting any High Court and a testimony, of an equipped individual having, in the estimation of the Registrar.

15
May
17
How to Import Food Products in India

Humans being have the ability to adapt and self-manage when facing physical, mental, psychological and social changes. Being healthy is one of the important aspects that people should focus on. Healthy foods are one of the no divisible parts of our health. Each one of us should follow safety measures to make ourselves healthy in our life full of convolution. Hence, there should be availability of safe and wholesome food for human consumption 

To ensure this Government of India regulates various departments and agencies to regulate the import of food products in India. Food Safety and Standards Authority of India (FSSAI) is one of the prime body which lays down the standards, regulate and control the import of food products in India. FSSAI has obtained some of the Standard Operating Procedures for clearance of imported food products. In case the import of the food products are not as per the FSSAI regulations and prescribed procedures the consignment will be rejected and will not be allowed to be traded in India.

An individual or an entity must be cognizant of the FSSAI regulations and procedure relating to the import of food product.

Requirement of License and Registration prior to import

  • Business firm should be either Company or LLP. It is more preferable to those are having the credible form of business having limited liability.
  • Firm should have proper indirect tax registration or VAT Registration with concerned authority for sale of products in India.
  • There is a necessity Importer Exporter Code (IE Code) issued by Director General of Foreign Trade.
  • Need of product approval in case of import of non-standardised products.

Delegation of Authority

Consignment should pass various stages for clearance and reach to the domestic market is

  • Custom Department should clear Application for Custom Clearance.
  • Application of NOC (No Objection Certificate) or Provisional NOC to Food Import clearance system (FICS) of FSSAI.
  • Scrutiny of documents by an Authorised officer of FSSAI or NOC.
  • Visual inspection of the consignment and sampling thereof by the Authorised officer of FSSAI.
  • Laboratory analysis of samples collected.
  • Issuance of NOC or Provisional NOC by Food Import clearance system (FICS) of FSSAI.
  • Finally, Custom clearance of the consignment.

Procedure of above stages to be followed

Custom Department should clear Application for Custom Clearance. When the shipment arrives in India the importer or CHA shall file an application for Clearance of shipment with Department of Customs. After it files the necessary documents for generation of Bill of Entry to receive an Examination order for the consignment. There will be generation of examination order by Electronic Data Interchange (EDI) system of Customs, requiring NOC from FSSAI.

Application of NOC (No Objection Certificate) or Provisional NOC to Food Import clearance system (FICS) of FSSAI.- After the bill has been generated of Bill of Entry and examination order shall make an application 

Preliminary documents required to make such an application is as under:

  • Import Export Code issued by DGFT
  • FSSAI Licence issued under FSSAI Act 2006
  • Bill of the Entry
  • Examination order is generated by Electronic Data Interchange (EDI) system of Customs
  • Product approval, if required

There is a need for preliminary documents apart from additional documents specific to the product are required to be submitted with Food Import clearance system (FICS) of FSSAI, e.g.

  • Sanitary Import Permit Issued by Department of Animal Husbandry if products is a livestock product
  • Import Permit issued by Ministry of Agriculture, Governments of India, if the product is a primary agriculture produce or horticultural produce
  • Certificate of origin issued at the place of manufacturing or processing etc. by Authorized Person or Agency of the food consignment.
  • Registration of import contracts for poppy seeds with Central Bureau of Narcotics;
  • Certificate of Origin shall contain information on Country of origin etc. if the consignor is from a different country;
  • Certificate of Analysis with composition certificate. In case of Wine & Whiskey Test certificate is required;
  • Phyto-Sanitary Certificate issued by the Plant Quarantine Department of Exporting Country in case of horticulture produce or primary agriculture with fumigation endorsement
  • End-use declaration.
  • List of transit country.
  • Pumping Guarantee Certificate in case of edible oil imported in bulk.
  • Stuffing list, Packing List.
  • Commercial invoice as mentioned in the Bill of Entry.
  • Temperature Chart or Report or Graph, if the food consignment trans-shipped under the Cold Chain Technologies (CCT) from the port of origin to the point of import.
  • Bill of lading as mentioned in the Bill of Entry for sea consignment.
  • Air Way Bill as mentioned in the Bill of Entry for air consignment
  • Declaration by an undertaking from the manufacturer that the representative sealed sample is from the same batch of the consignment in case of aseptic package;
  • Radio Activity Certificate, if irradiation is used;
  • In addition to the documents listed above, the importer/ CHA shall submit the documents filed with the Department ofCustoms at the time of export as well as copy of the rejection certificate, if any, along with reasons for it issued by the officials of importing country before its re-export where it is a case of re-import.
  • High Sea Sale Agreement;
  • Submission any other report (s) or documents (s) or undertaking (s) or Affidavit (s) as directed and as specified by the Authorized Officer of by the Food Authority from time to time

Scrutiny of documents by Authorised officer of FSSAI or any Authorised person from the department

Each and every document needs to be verified from the authorised officer of FSSAI. The documents should be submitted by the importer thereafter. In this process officer may ask for any clarification if required in the matter. In case the things are pending after due verification and scrutiny the documents are found to be in order the authorise officer raises a demand for the requisite fee as per number of samples applied for clearance.

Visual inspection of the consignment by the Authorised officer of FSSAI

Authorised officer shall inform the date and time of visual inspection of the consignment which shall be duly acknowledged by importer/CHA.This will on the deposit of demand of fee raised by the importer/ CHA. After the visual examination and  ensurance about the remaining balance shelf life the authorised officer shall draw two samples in the presence of importer or his representative and shall seal and label it.

Laboratory analysis of samples collected

According to the standards and parameters the samples shall be analysed by the laboratory as per the prescribed under Food Safety and Standards Act 2006 and regulations. The report shall be send to the officerwith a conclusion whether the product tested conforms to the standards and parameters prescribed under Food Safety and Standards Act 2006 and its regulations.

Issuance of No objection certificate

NOC will be issued on the basis of the laboratory report for its conformance or non-conformance standards and parameters prescribed under FSS act 2006 and regulations, NOC or NCC (Non Conformance Certificate) is generated.

Custom clearance of the consignment

Finally when No Objection Certificate (NOC) is issued by the FICS  of FSSAI is duly submitted by the authorised person to the Customs authorities with the Department of Customs the consignment is cleared for trade or use in India.

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