MOA MAIN OBJECTIVES OF FACILITY MANAGEMENT COMPANY

1.     To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, pest control services, staffing services, mail management and distribution services, document management and retrieval services, computer hardware and software installation and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/tea distribution services, cash and valuables guarding and transportation services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services.

 

2.     To carry on the business of providing facility services, HR Consultancy, event management, manpower outsourcing, investigation and antecedent verification, beat patrol, hospitality services, tourism, travel and transportation services, risk analysis and outsourced safety, security related training services, security services, infrastructural facility management, marketing services, commercial and residential building management services and pest control services in or outside India.

ESIC NOTIFICATION FOR COMPLAINCES BY NEWLY INCORPORATED COMPANIES

 

ESIC NOTIFICATION FOR COMPLAINCES BY NEWLY INCORPORATED COMPANIES

 

When MCA came up with compulsory registration of ESIC and EPFO at the time of incorporation, there were lots of ambiguities whether to comply the provisions even when the Company has no employees and even to the Department which used issue show cause notices to the newly incorporated Companies which are not filing the monthly returns.

ESIC, after 2 years of implementation of compulsory registration for ESIC and EPFO by MCA, issued a notification in this regard which brings more relaxation to the new Companies.

Highlights of the Notification:

 

1.     All new Companies will get awareness emails from department with respect to the threshold, compliance and for starting the compliance of various provisions of ESI Act from the date of reaching the threshold limit of employees.

 

2.     In case, the companies registered through MCA portal are found not coverable as per the Statutory Provisions of the ESI Act, they need not make compliance for next 6 months or till they reach the threshold of ESIC coverage/ whichever is earlier.

 

3.     If the company does not reach the threshold in 6 months, it has to login on the ESIC website to further extend the 'dormant' mode.

 

4.     In case, it does not extend the same, the registration will automatically activate and company has to start compliance under ESIC Act.

 

 

 You can view the notification by clicking on below link:

https://www.esic.nic.in/attachments/circularfile/4047c7be36e4971979e1e22322aa1c20.pdf

HOW TO INCORPORATE / REGISTER LIMITED LIABILITY PARTNERSHIP (LLP) IN INDIA

INCORPORATION OF A LIMITED LIABILITY PARTNERSHIP (LLP)

 

Meaning of Limited Liability Partnership (LLP)

 

Section 2 of Sub-section (n) of the Limited Liability Partnership Act, 2008 states that “Limited Liability Partnership (LLP)” means a partnership formed and registered under Limited Liability Partnership Act, 2008.

 

LLP is a corporate business vehicle that enables professional expertise and entrepreneurial initiative to combine and operate in flexible, innovative and efficient manner, providing benefits of limited liability while allowing its members the flexibility for organizing their internal structure as a partnership.

 

Procedure of Incorporation of a LLP

 

1.     Apply for Digital Signature Certificate (DSC)

 

The proposed partners of the LLP should first apply for the Digital Signature Certificate (DSC) from the certifying authority. The DSC is mandatory for the incorporation of a LLP.

 

2.     Apply for Name Approval

 

Name needs to be checked and applied in MCA portal for approval along with the draft main objectives.

 

The ROC may accept the name or reject the name. The name reservation will be valid for 3months from date of approval of the name.

 

3.     Documents to be prepared before Incorporation

 

After approval of name or for Incorporation of LLP applicant have to prepare the following below mentioned documents

 

a)     NOC from Owner of the proposed registered office premises

b)    Subscribers Sheet

c)     Consent from designated partner in Form-9

d)    ID and Address Proof of the designated partners who does not have valid DIN / DPIN

e)     Utility bill of the proposed registered office premises, which is not older than 2 months.

f)      Passport size photograph of Partners

 

4.     Fill the Form FiLLiP (Incorporation form)

 

Once the documents are ready, the next is to prepare the LLP incorporation forms i.e. FiLLiP and Form addendum to FiLLiP.

 

The some of the following details to be filled. They are

a)     SRN of the name reservation.

b)    Address, e-mail id and phone number of the office premises.

c)     Contribution made by the partners in monetary value.

d)    Attachments to be made

 

5.     Preparation and submission of the LLP Agreement

 

LLP Agreements mean any written agreement between the partners of the Limited Liability  Partnership or between the Limited Liability Partnership and its partners which determines mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership.

 

After incorporation of LLP, the partners shall execute LLP Agreement and a copy of executed agreement is required to be filed with the ROC in Form 3 LLP within 30 days from the date of incorporation of LLP.

 

 

OPC (One Person Company) Annual Return Filing Due dates

In this Article, we are focusing on the Due dates and deadlines / timelines for Filing Annual filing Forms /  Annual Returns for One Person Company (OPC).

 

Introduction:

 

An OPC (One Person Company) will have lesser compliance obligations than other types of Companies, such as a Private Limited Company or even a Limited Liability Partnership. However, when it comes to Annual Return filing for One Person Companies, the due dates will be much earlier compare to other Companies.

 

Let us understand the due dates for OPCs for Annual Return.

 

Forms to be filed:

 

1.      AOC-4 – Filing of Financials

2.      MGT-7A – Annual Return

 

Due dates:

 

1.     AOC-4 – 27^th September every year

 

2.     MGT-7A – 28^th November every year

 

Form AOC 4 shall be filed within 180 days from the end of Financial Year, i.e., 180 days from 31^st March of Every Year. This means that the deadline for submitting E-Form AOC 4 for a One Person Company is 27^th September every year.

 

What is Form MGT-7A?

 

On March 5, 2021, MCA issued Form MGT 7A for OPC and Small Businesses.  Every year, OPC shall file Form MGT 7A. For OPC, the due date for filing Form MGT 7A 60 days from 30^th September as per the e form help kit, i.e. 28^th November every year.

 

Consequences of Late filing:

 

For Form AOC-4:

The additional fees will be Rs. 100 per day from 27^th September and it will go on adding till the filing is done.

 

For Form MGT-7A:

The additional fees will be Rs. 100 per day from 28^th November and it will go on adding till the filing is done.

 

Apart from the above additional Fees, ROC may leavy adjudication penalties for late filing.

 

For more assistance, contact us on:

dcsadvisors@gmail.com

8971408308

MOA MAIN OBJECTIVES FOR INFRASTRURE AND DESIGNING COMPANY

1.      To work as engineers, designers, surveyors, town planners, valuers, interior and exterior decorators, urban design consultants, industrial and interior designers, town planners and contractor for carrying out civil construction works, earth moving jobs, construction of roads, buildings, dams and irrigation works, airways strips, and other roads and buildings of any and every description and to render technical knowhow for the design of buildings, roads, airway strips and other construction works, and their supervision during construction stage and rendering skilled services for projects, the design of projects with projects reports, feasibility studies, schematic designs, development of designs, preparation of construction drawings, preparation of tender drawings, invitation to tenderers, award of construction work, administration of construction contracts and commissioning, preparation of drawings and details for structural, sanitary, electrical, air conditioning and other specialised services related to building works and for the execution of projects both in India and abroad.

 

2.      To carry on the Business as Planners, Builders, Real Estate Developers, Civil Engineers, Contractors, Real Estate Brokers, Agents, Brick Makers, and to build/construct own, operate, maintain, manage, control and administer, Earth Works, farmhouses, Parks, Gardens, Row-houses, Duplex Apartments, Commercial, Residential or Industrial building Complexes, Retail Stores, Shopping Centers, Market Yards and deal in, manage and carry on all types of businesses and profession related to land dealings, buildings, farms, estates, properties, areas and sites and to act and undertake and carry on business as stockists, manufacturers, representatives, suppliers, dealers, agents, distributors, marketeers, importers and exporters of all types of building and construction machineries, equipments, materials and related products.

 

3.      To own, acquire, purchase, possess, hold and deal in agriculture land, farms, plots, fields, sites, estates, gardens, groves and all description of vacant or non-vacant lands with or without trees, minerals and other substances whatsoever, with or without building, hereditaments and apartments thereto and to plant, ground, processes and produce cashewnuts, coconuts, mangoes, papayas, pepsines, rubber and other agricultural crops, agricultural products or produce, trees, plants, fruits and flowers of any kind thereon and to carry on the business as growers, agriculturists, agricultural researchers, horticulturists, sericulturists and florists.

MOA MAIN OBJECTIVES OF AGRI PROJECTS COMPANY

 

Draft objectives:

 

1.     To carry on the business of farming, agriculture and horticulture in all their respective forms and to do business of cultivation of crops including but not limited to Agro forestry, Orchards, Short term crops, and to grow, produce, manufacture, process, prepare, refine, extract, manipulate, hydrolyze, deodorize, bleach, hydrogenate, buy, sell or otherwise deal in all kinds of agriculture, horticulture dairy and farm produce and products including food grains, cereals, seeds, oilseeds, plants, flowers, vegetables, fruits, vegetable and edible oils and food products and preparations of any nature or description whatsoever and Agri Input like manure, organic pesticide, production and selling, processing of agri commodities for value addition

 

2.     To carry on the business and provide consultancy in the fields of Agriculture livestock and livestock products, animal husbandry, Fodder production, agro forestry, animal farm management, wildlife, animal health, animal production, hatchery, poultry (layer and broiler) production and processing, dairying, integrated rural development, rearing meat producing animals, scientific slaughter facilities and cold chains, veterinary biological products, fisheries and horticulture.

 

3.     To carry on business as manufactures, importers, exporters, wholesalers, retailers and dealers in all types of agri-inputs, like fertilizers, Micronutrients, Pesticides & insecticides, veterinary and livestock feeds and feed supplements, fish feeds and its supplement and to buy import, export, sell and generally deal in all plant and machinery, implements, accessories, tools, goods or things and all types of modern agricultural implements, veterinary, livestock and poultry equipment’s and also to carry on the business of poultry, farming, agricultural farming, fish rearing and allied activities.

 

4.      To acquire, purchase or take on lease, develop and provide maintenance services of  the agricultural land anywhere in the country.

DRAFT BOARD RESOLUTION - PROPOSAL TO APPOINT DIRECTOR AND TO GET DIRECTOR IDENTIFICATION NUMBER

PROPOSAL TO APPOINT DIRECTOR AND TO GET DIRECTOR IDENTIFICATION NUMBER

 

FORMAT I

 

“RESOLVED THAT pursuant to the provisions of Section 152, 153 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Amendment Rules, 2018, and other applicable provisions and rules, if any, of the Companies Act, 2013, as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the Consent of the Board be and is hereby accorded to propose the appointment of Mr./Ms. _________________________________ as Director in the Company subject to the allotment of DIN (Director Identification Number) and to file application for Director Identification in Form DIR-3.

 

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Directors of the Company be and are hereby severally authorised on behalf of the Company, to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient and to sign and execute all necessary documents, applications and returns along with the filing of E-form DIR-3 with the Registrar of Companies.”

 

 

FORMAT II

 

“RESOLVED THAT Company proposes to appoint Mr. _______________________, S/O_______________,  R/o ________________________________ – ____________ 020 to act as an Additional director on the Board of the Company post getting a valid DIN from the Central Government or any other delegated Authority as required.

 

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any one of the Director of the company be and is hereby authorized, on behalf of the company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of companies, __________________________________”.

 

NOC FOR REGISTERED OFFICE IN THE FORM OF RESOLUTION

Needs to be printed on the letterhead of the entity giving NOC

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE DIRECTORS / DESIGNATED PARTNERS / PARTNERS  OF ________________________ AT MEETING HELD AT _______________________________________________________________________________________- 560001 ON  ______________DAY THE _____^TH DAY OF __________, 20_____________.

ISSUE OF NOC FOR USE PREMISES AS REGISTERED OFFICE BY ANOTHER LLP / PRIVATE LIMITED COMPANY

 

“RESOLVED THAT consent of the directors / designated partners / partners be and hereby accorded for having no objection in case M/s. _____________________________, a Limited Liability Partnership / Private Limited Company proposed to be incorporated, uses the premises situated at _____________________________________________________________________________________________- 560001as its registered office.

 

RESOLVED FURTHER THAT a no objection certificate be issued for the new entity proposed to be incorporated in the name and style of M/s.  _______________________________________ for using the premises as mentioned above.

 

RESOLVED FURTHER THAT partner of the firm be and hereby authorised to do such acts, deeds and things necessary to give effect to the above resolution and to issue NOC.”

 

 

 

 

 

//CERTIFIED TRUE COPY//

For ___________________________________________________

 

 

 

 

Director / Designated Partner / Partner

Name:__________________________________

DIN:________________________________

 

 

BUY BACK OF SECURITIES UNDER COMPANIES ACT 2013

BUY-BACK OF SECURITIES

 

I.                        Applicable provisions:

 

Ø     Companies Act, 2013

 

-                      Section 68

-                      Section 69

-                      Section 70

-                      Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014

 

Ø     SEBI

 

-                      Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.

 

II.                        What is Buy-Back?

 

There is no definition given under Companies Act, 2013 or in SEBI Regulations.

 

In general, Buy-Back of securities means “purchasing own shares or other specified securities of the company from its existing shareholders to extinguish/reduce the outstanding shares or securities”. It is one of the modes of capital restructuring with no intervention of Tribunal.

 

III.                        Reasons for Buy-back        :

 

-                      To increase the shareholder’s wealth

-                      It is a tax effective mode of rewarding shareholders

-                      To increase the value of the company

-                      To provide an additional exit route shareholder when shares are under valued

-                      To enhance consolidation of stake in the company

-                      To prevent unwelcome takeover bids

-                      To achieve optimum capital structure

-                      To support share price during the periods of sluggish market

 

IV.                        Sources of buy-back:

 

As per the Section 68 (1) of the Companies Act, 2014 buy-back can be made only out of:

 

-                      Free reserves

-                      Security premium account

-                      The proceeds out of fresh issue of shares or other specified securities

-                      Buy-back of any kind of shares or other specified securities cannot be made out of the proceeds of the earlier issue of same kind of shares or same kind of other specified securities.

 

V.                        Conditions for Buy-Back:

 

Ø     Authorisation for Buy-back: Articles of Association of the Company shall authorise the Buy-back.

 

Ø     Approval for Buy-back:

 

-                      Approval of Board of Directors: If the total amount of Buy-back is up to 10% of the Paid up capital and free reserve.

-                      Approval of Shareholders: If the total amount of buy-back is more than 10% as mentioned above and up to 25% of Paid up Capital and free reserve

 

Ø     Filing of letter of offer:

 

Before the buy-back of shares company needs to file letter of offer with Registrar in form SH-8. Within 20 days from filing of letter of offer with ROC the letter of offer shall be dispatched to shareholders of the Company.

 

Ø     Declaration of solvency:

 

The Company shall file with the ROC, declaration of solvency along with offer letter in form SH-9.

 

Ø     Offer period

 

The buy-back shall be open for 15 -30 days from the date of dispatch of offer letter. (It can be less   than 15 days if all the members approved)

 

Ø     Fully paid up shares

 

Only fully paid up shares can be bought back.

 

Ø     Time limit:

 

Buy-back should be completed within 1 year from the passing of Special resolution or Board Resolution.

 

Ø     Acceptance of Offer:

 

In case the number of shares offered by the shareholders is more than the total number of shares to be bought back by the company, the acceptance per shareholder shall be on proportionate basis out of the total shares offered for being bought back.

 

Ø     Verification

 

Company should complete the verification of offers received within 15 days from the completion of offer and within 21 days from the date offer company shall intimate the rejection of offer received if any.

(If the company is not intimate the rejection within 21 days it is deemed to be accepted)

 

Ø     Separate Bank Account

 

After the closure of the buy-back offer, the company shall immediately open a separate bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the shares tendered for buy-back.

 

Ø     Payment

 

Within 7 days from the date of verification of offers:

 

·                     Make the payment to those shareholders whose shares are accepted

·                     Return the share certificate to those shareholders whose shares are not accepted

 

Ø     Extinguishment of Shares:

 

Within 7 days from the date of completion of buyback the Company should extinguish and physically destroy the shares bought back.

 

Ø     Return of Buy-back

 

Within 30 days from the completion of buyback Company needs to file return of buyback in form SH-11.

 

VI.                        Prohibition of Buy-Back in certain cases:

 

According to section 70 of the Companies Act, 2013, A Company should not buy-back its securities or other specified securities, directly or indirectly

 

a)                  Through its subsidiary Company, including its own subsidiary Company

b)                  Through any investment Company or group of investment Companies

c)                  If the company is defaulted in repayment of deposits, interest payment thereon, redemption of debenture or preference shares, payment of dividend to any shareholder and repayment of any term loan or interest thereon

Note: if the default is remedied and period of 3 years has been lapsed after such default ceased to subsist.

d)                  If the Company has not complied with the provisions of Section 92 (Annual Return), Section 123 (Declaration of Dividend), Section 127 (Punishment for failure to distribute dividends) and Section 129 (Financial Statements).

 

VII.                        Quantum of Buy-back

 

VIII.                        Steps involved in buy-back

 

A.                  Convening of Board Meeting:

 

-                      Pass the resolution for buy-back of shares

-                      Approve the notice of Extra Ordinary General Meeting

 

B.                   Convening of Extra Ordinary General Meeting

 

-                      Pass the Resolution for buy-back of shares

-                      Filing of form MGT-14 with ROC (in case of passing of special resolution)

-                      Filing of letter of offer and declaration of solvency with ROC

-                      Circulation of letter of offer to shareholders

 

C.                   Opening of buy-back process

 

-                      Buy-back shall be open for 15-30 days from the dispatch of offer letter

-                      Verification of offer – Should be completed within 15 days from the completion of offer

-                      Rejection of offer – within 21 days from the date offer company shall intimate the rejection of offer received if any.

 

D.                  Opening of Bank account

 

-                      After completion of buy-back Company shall open a separate Bank account and deposit the total amount of consideration payable for buy-back.

 

E.                   Payment

 

-                      Within 7 days from the date of verification shall make the payment to those shareholders whose shares are accepted

-                      Within 7 days from the date of completion of buyback the Company should extinguish and physically destroy the shares bought back.

 

F.                   Return of buy-back

 

-                        Within 30 days from the completion of buyback Company needs to file return of buyback in form SH-11.

 

 

IX.          POINTS TO BE KEPT IN MIND

 

-                      the ratio of the aggregate of secured and unsecured debts owed by the company after buy-back is not more than twice the paid-up capital and its free reserves.

-                      Where a company completes a buy-back of its shares or other specified securities under this section, it shall not make a further issue of the same kind of shares or other securities including allotment of new shares under clause (a) of sub-section (1) of section 62 or other specified securities within a period of six months except by way of a bonus issue or in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares.

-                      The company shall maintain a register of shares or other securities which have been bought-back in Form No. SH.10.

 

 

For more details you can contact us

 

email: dcsadvisors@gmail.com

Mobile: 9019421726

 

 

Author:

 

TEAM DCS ADVISORS LLP

 

Disclaimer:

The Views expressed are solely of the Author and the contents of this article is to share the Knowledge on subject matter. Expert advice should be sought for your specific circumstances.