Sunday, January 3, 2021

Please Extend the deadline of CFSS 2020 SCHEME up to 30 June 2021 @R V ...



1. Delay in receiving NCLT Order
 
2. Delay in changing of Status from Strike off to Activa by ROC.

3. Delay in Appointment of Director through Back Office of ROC.

4. Delay In Approval of LLP Form 3&4.

5. Delay in Approval of DIR-12.

6. Other related reason because of which you could not use CFSS and LLP Scheme.

7.Delay because of curfew in many parts of the countries

8. COVID 19 infection, lockdown and isolation on its part to both clients and professionals. And weakness afterwards.

9. Problem of liquidity and payments from entrepreneurs.

10. LLP and OPC need to file audited financials if they are subject to Audit...  Dates for filing Tax Audit stands extended then how can the LLP and OPC file their annual forms.

11. Untill balance sheet  is not finalised how can be file  correct  dpt-3.

12. Limited conveyance, half manual strength for working,  non operation of manufacturers due to migration of workers..

13. Lots of due date pressures to CA fraternity viz income tax and GST which led to delay in Audit reports.

14. Login issue for last 2 days.

15. Change of E form MGT 7 on the same day without intimation

Monday, December 21, 2020

Compliances under POSH- Prevention of Sexual Harassment at Workplace - A...



 Vishakha Guidelines
Supreme Court of India Judgement 1997
(Ref: Vishakha and Ors. V State of Rajasthan)

 

     SC laid down the guidelines and norms specified hereinafter for due observance at all work places or other institutions, until a legislation is enacted for this purpose. …and it is further emphasized that this would be treated as the law declared by this Court under Art. 141 of the Constitution.”

     Estalished that  “Sexual Harassment violates a woman’s right in the workplace and is thus not just a matter of personal injury”

     ==================

     Sexual Harassment – Definition

Sexual Harassment includes any one or more of the following unwelcome acts or behavior (whether directly or by implication) namely :

     physical contact and advances; or

     a demand or request for sexual favour; or

     sexually colored remarks; or

     showing   pornography; or 

     other  offensive   or  derogatory   pictures, cartoons; or

any other unwelcome physical, verbal or non-verbal conduct of sexual nature

Aggrieved or Affected Women

´ All women working or visiting any workplace

      Regular employee

      Temporary employee

      Adhoc

      Daily wages

´ Engaged directly or indirectly (contractor)

´ Working for remuneration, voluntary or otherwise

´ Terms of employment may be express or implied

´ Could be a co-worker, contract worker, probationer, trainee, apprentice, visitor

´ Also covers woman working in dwelling place or house

 

 

Sexual Harrassment under Sec 354 A of the Indian Penal Code

Physical contact and advances involving unwelcome and explicit sexual overtures or

      A demand of request for sexual favours or

      Showing pornography against the will of a woman or

      Making sexually coloured remarks

Imprisonment for upto 5 years or fine or both

 

 

Every employer shall--

(a)     Provide a safe working environment at the workplace which shall include safety from the persons coming into contact at the workplace;

(b)    Display at conspicuous place in the workplace, the penal consequences of sexual harassments: and the order constituting, the Internal Committee under this law;

(c)     Organize workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act and orientation programmes for the members of the Internal Committee in the manner as may be prescribed;

(d)    Provide necessary facilities to the Internal Committee or the Local Committee, as the case may be, for dealing with the complaint and conducting an inquiry;

(e)     Assist in securing the attendance of respondent and witnesses before the Internal Committee or the Local Committee, as the case may be;

 

DUTIES OF EMPLOYER

       Every employer shall--

(a)  Provide a safe working environment at the workplace which shall include safety from the persons coming into contact at the workplace;

(b)  Display at any conspicuous place in the workplace, the penal consequences of sexual harassments: and the order constituting, the Internal Committee under this law;

(c)   Organize workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act and orientation programmes for the members of the Internal Committee in the manner as may be prescribed;

(d)  Provide necessary facilities to the Internal Committee or the Local Committee, as the case may be, for dealing with the complaint and conducting an inquiry;

(e)  Assist in securing the attendance of respondent and witnesses before the Internal Committee or the Local Committee, as the case may be;

 

DUE DILIGENCE FOR POSH COMPLIANCE

1.     Whether Company has formulated an internal policy / charter / resolution / declaration for prohibition , prevention & redressal of sexual harassment at work place.

2.     Whether Company has constituted an Internal Complaints Committee?

3.     Whether Company has displayed at conspicuous places in the factory about penal consequences of sexual harassment?

4.     Whether Company has organized workshops / awareness programs at periodic intervals?

5.     Whether Company has constituted the Local Complaints Committee (LCC)?

6.     Whether Annual Report has been filed with employer and district office on time? 


Friday, December 11, 2020

Removal of Nominee Director by Passing a Special Resolution in an EGM @...



Removal of Nominee Director with majority in duly convened EGM giving special notice Facts of the case: 1st Appellant and 2nd Respondent jointly entered into a Consortium Agreement and agreed to form a partnership to submit a Resolution Plan to take over 1st Respondent Company. Resolution plan was submitted and approved by the COC as well as ratified by NCLT, Kolkata under Section 31 of Insolvency & Bankruptcy Code, 2016. 

As per mutual understanding nominee directors of both the parties were appointed in 1st Respondent Company. Appellant argued that due to several disputes which arose between both the parties, special notice was issued for removal of nominee director of Appellant from directorship and the resolution was passed in an EGM, thereby ousting the appellant from the consortium without giving a fair opportunity to give representation. Further, it was stated that in a quasi-partnership company or closely held company, a nominee director of the two partners cannot be removed, that too without any reason. 

Respondents argued that there is no bar for removal of nominee of minority shareholder under the Companies Act, 2013. Further, in spite of giving notice, no shareholders from 1st to 3rd appellant were present and thus they did not raise any objection to passing of the resolution for removal of nominee director and the removal has already been approved by the Registrar of Companies. 

Appellant were present. Judgement: The NCLAT held that as proper notice was issued to convene EGM and the same was received by the appellants including the nominee director, but they did not make any representation and the EGM voted for removal of nominee director with majority. Thus, there is no illegality in this process and dismissed the appeal. 

Monday, November 30, 2020

Ministry of Home Affairs advises NGOs on 3 basic requirements for switch...



1.Obtaining Darpan ID,

2.Opening FCRA a/c in SBI New Delhi main branch

3. Seeding Aadhaar no. of all office bearers — depending on whether they have applied for FCRA nod or are yet to.

 

Advisory for Compliance by FCRA NGOs/Associations with the Amended Provisions in FCRA, 2010 and FCRR, 2011

 

Note: -

This advisory is meant for any association that belongs to one of the following categories:

(a) Those who have submitted application for registration/Prior Permission

 (b) Those who have submitted application for Renewal

 (c) Those who are yet to submit application for registration/Prior Permission

(d) Those who are yet to submit application for renewal

 (e) those who hold valid FCRA registration/Prior Permission and are not in immediate of renewal of such certificate/PP.

 

i. The NGO/person may take note of the amendments in the FCRA, 2010 and ensure compliance. These amendments may be visited at (https://fcraonline.nic.in).

 

ii. The NGO/person may take note of the amendments in the FCRR, 2011 for compliance.

These amendments may be visited at (https://fcraonline.nic.in/home/PDF_Doc/fc_rules_12112020.pdf).

 

iii. Among various requirements arising from these amendments, three key compliances relate to:

(i)                   Obtaining a DARPAN ID from NITI Aayog portal;

(ii)             (ii) Opening the Main “FCRA Account” in SBI Parliament Street Branch, New Delhi; and

(iii)        Seeding Adhaar details of all office bearers. An advisory statement on these three key compliances is attached herewith. It may be accessed at (https://fcraonline.nic.in/home/PDF_Doc/fc_rules_12112020.pdf).

 

iv. Regarding compliance on FCRA “Bank Accounts”, a separate public notice dated 13.10.2020 has been issued with detailed clarifications, and it can be accessed at (https://fcraonline.nic.in/home/PDF_Doc/fc_notice_13102020.pdf).

A standard operating procedure (SOP) to be followed by all branches of SBI is placed on the web portal (https://fcraonline.nic.in/home/PDF_Doc/fc_sop_20112020.pdf) and also available on the web portal of the State Bank of India.

 

2. Every person/association is, therefore, requested to carefully peruse and familiarize itself with all the amendments in the Act and the Rules and related contents as indicated above to ensure thorough compliance.

 NGO’s proactive response would facilitate a quick and smooth transition to the amended legal regime.

 

(Office of FCRA Wing of Foreigners Division, MHA)


Sunday, November 22, 2020

Special Resolution under clause (ii) of regulation 17(6) (e) of LODR Reg...


Whether Special Resolution is to be passed if total remuneration paid to all executive promotor directors exceeds 5% of the net profits of a listed company under LODR?

SEBI held that in case if the aggregate remuneration payable to all executive promoter directors exceeds 5 per cent of the net profits, the Company shall be required to pass a special resolution under clause (ii) of regulation 17(6) (e) of LODR Regulations, subject to the condition that such approval of the shareholders shall be valid only till the expiry of the term of such directors.

 Manaksia Aluminum Company Limited raised the  following question with SEBI  

In terms of regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (10DR Regulations’), it is understood that in case the listed entity has one executive promoter director, it can pay upto 2.5% of the net profits or rupees 5 crore, whichever is higher, without passing a special resolution.

 In case of more than one such director in the entity, there is only a limit of 5 per cent of the net profits and absolute limit is not specified.

whether the Company shall be required to pass a special resolution under clause (ii) of regulation 17(6) (e) of LODR Regulations for appointment of one more executive promoter director if the aggregate remuneration payable to all executive promoter directors exceeds 5 per cent of the net profits or an absolute aggregate limit of INR 5 crore shall also become applicable as mentioned in clause (i) of the said regulations.

 

clause (ii) of regulation 17(6) (e) of LODR Regulations prescribes only a percentage limit (i.e. where there are more than one executive directors who are promoters or members of the promoter group, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity) and no absolute limit has been specified.

In case if the aggregate remuneration payable to all executive promoter directors exceeds 5 per cent of the net profits, the Company shall be required to pass a special resolution under clause (ii) of regulation 17(6) (e) of LODR Regulations, subject to the condition that such approval of the shareholders shall be valid only till the expiry of the term of such directors.

It may also be noted that the above views are expressed by SEBI only with respect to the clarification sought in your letter under reference with respect to the LODR Regulations and do not affect the applicability of any other law or requirements of any other SEBI Regulations, Guidelines and Circulars administered by SEBI or of the laws administered by any other authority.

 

 


Saturday, November 21, 2020

INVESTIGATION OF COMPLAINTS AGAINST COMPANY SECRETARY THROUGH ONLINE NOW...


 

 

G.S.R. 696(E).— 10th November 2020

Company Secretaries (Procedure of Investigations of Professional and Other Misconduct and Conduct of Cases) Rules, 2007 (hereinafter referred to as said rules), in rule 2, in sub-rule (6), after clause (d), the following clause shall be inserted, namely:—

“(dd) “electronic mode” means and includes--

(i) filing of complaint, written statement, rejoinder, affidavits, or any other recognised electronic means or through the online portal; submissions and any other documents by email

(ii) online payment of prescribed fees or amount of fine or cost as may be imposed by the Board of Discipline or the Disciplinary Committee;

(iii) appearance and hearing through video conference or other audio visual means;

(iv) service of notices or summons or communications by email or any other recognized electronic means;”.

 

Service of Notice

in clause (a), after the words, “at his professional address”, the words, “or at email address as per the records of the Institute or such other recognized electronic modes”, shall be inserted;

(ii) in clause (b),

(a) after the words, “address of its head office”, the words, “or at email address as per the records of the Institute” shall be inserted;

(b) after the words, “maintained by the Institute”, the words, “or such other recognized electro