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Disqualification for Appointment of Director under Companies Act, 2013

Posted on by Fastlegal Team

The Company being a separate legal entity acts through its Directors and for the purpose of appointment of Director Indian Companies Act, 2013 provides that any Individual can be appointed as Director of the Company if he does not possess the disqualification mentioned under the provisions of Companies Act, 2013


Disqualifications for the appointment of Director:

(1) A person shall not be eligible for appointment as a director of a company, if–

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence:

Provided that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force;

(f) he has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or

(h) he has not complied with sub-section (3) of section 152.

(2) No person who is or has been a director of a company which–

(a) has not filed financial statements or annual returns for any continuous period of three financial years; or

(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more,

shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.

(3) A private company may by its articles provide for any disqualifications for appointment as a director in addition to those specified in sub-sections (1) and (2):

Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub-section (1) shall not take effect–

(i) for thirty days from the date of conviction or order of disqualification;

(ii) where an appeal or petition is preferred within thirty days as aforesaid against the conviction resulting in sentence or order, until expiry of seven days from the date on which such appeal or petition is disposed off; or

(iii) where any further appeal or petition is preferred against order or sentence within seven days, until such further appeal or petition is disposed off.

Further Rule 14(1) of Companies ( Appointment & Qualification of Directors ) Rules 2014 says that every Director of the Company Shall inform to the Company concerned about his disqualification under Sub section 2 of section 164, in form DIR 8.

Further Sub Rule 2 provides that where company fails to file the financial statements or annual returns, or fails to repay any deposit, interest, dividend, or fails to redeem its debentures, the company shall immediately file form DIR 9 to ROC furnishing the names and addresses of all the directors of the company during the financial year.

Further where company fails to file the form DIR 9 within 30 days of the failure that would attract disqualification under sub section 2 of section 164, officers of the company specified in clause (60) of Section 2 of the Act shall be the officers in default.

Application of Removal of Disqualification of Directors shall be made in DIR 10.

 

 

FORM ‘DIR-10’

FORM OF APPLICATION FOR REMOVAL OF DISQUALIFICATION OF DIRECTORS

[Pursuant to Section 164(2) read with rule 14(5) of Companies (Appointment and Qualification of Directors) Rules, 2014]

Registration No. of Company ______________

Nominal Capital Rs._____________

Paid-up Capital Rs. _____________

Name of Company__________________________

Address of its Registered Office____________________

 

Grounds under which director(s) are disqualified ____________________

 

Date of disqualification ________________

 

Details of the application _______________________________

Signature

Designation*

Dated this _________ day of _________

 

*State whether Director, Managing Director, Manager or Secretary

 

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Do you Require GST Registration ? Everything you need to Know about GST Registration in India

Posted on by Fastlegal Team

GST Registration Liability Based On Turnover Of The Business:

As per Section 22 of CGST ACT, 2017 Every Person shall be liable for registration under this Act in the State or Union Territory, other than special category states, from where he makes a taxable supply of goods or services or both if his aggregate turnover in a financial year exceeds twenty lakh rupess:

Person making a taxable supply of goods or services or both in from a special category states shall be liable for registration if his aggregate turnover in a financial year exceeds ten lakh rupees.

Special Category States Under GST:

” Special Category States ” shall mean the States as specified in sub-clause (g) of clause (4) of article 279A of the Constitution currently following  states falls under this category:

Arunachal Pradesh,  Assam,  Jammu & Kashmir,  Manipur,  Meghalaya,  Mizoram,  Nagaland,  Sikkim,  Tripura,  Himachal Pradesh, & Uttarakhand.

Mandatory Registration Under GST:

Following persons shall be required to be registered under this Act compulsorily, irrespective of turnover limits provided above:

  • Persons making any inter-state taxable supply; any person supplying goods or services to persons outside the state in which he is carrying on business shall be liable for registration irrespective of his turnover.
  • Casual taxable person making taxable supply; Person who does not have fix place of business in the state where he is supplying goods or services occasionally, For example person who is supplying services on work contract basis for a specific project in that state where he does not have fix place of business.
  • Persons who is required to pay tax under reverse charge; Persons who are required to pay tax under reverse charge under GST, For Example Taxable services provided or agreed to be provided by any person who is located in a non-taxable territory and received by any person located in the taxable territory in this case recipient of service is liable to pay tax under reverse charge.
  • persons who are required to deduct tax under section 51, whether or not separately registered under this Act; As per section 51 of CGST Act,2017 the Government may mandate: (a) a department or establishment of the Central Government or State Government; or (b) local authority; or (c) Governmental agencies; or (d) such persons or category of persons as may be notified by the Government on the recommendations of the Council to deduct tax at the rate of one percent from the payment made to the supplier where total value of such supply under a contract exceeds two lakh and fifty thousand rupees, so the persons, department or agency mandated by government under section 51 shall be liable for registration under GST.
  • Input Service Distributor, whether or not separately registered under this Act; input service distributor means an office of the supplier of goods or services or both which receives tax invoices issued under section 31 towards the receipt of input services and issues a prescribed document for the purposes of distributing the credit of central tax, State tax, integrated tax or Union territory tax paid on the said services to a supplier of taxable goods or services or both having the same Permanent Account Number as that of the said office.
  • Persons who make taxable supply of goods or services or both on behalf of other taxable persons whether as an agent or otherwise; any person supplying goods or services on behalf of some other taxable person and it shall include an agent, broker, dealer etc.
  • Persons registered under existing laws; Persons registered under existing laws i.e. Service Tax, Excise & Vat Laws of respective state are required to be registered under GST, even if they are not liable for registration under GST u/s 22 & 24 in this case these dealers may apply for cancellation of registration after migration to GST.
  • Every electronic commerce operator; “electronic commerce operator” means any person who owns, operates or manages digital or electronic facility or platform for electronic commerce.
  • Every person supplying online information and database access or retrieval services from a place outside India to a person in India, other than a registered person.
  • Persons who supply goods or services or both, other than supplies specified under sub-section (5) of section 9, through such electronic commerce operator who is required to collect tax at source under section 52.



Persons NOT Liable For Registration Under GST:

As per section 23 of CGST Act, 2017 following persons shall not be liable for registration;

(a) Any person engaged exclusively in the business of supplying goods or services or both that are not liable to tax or wholly exempt from tax under this Act or under the Integrated Goods and Services Tax Act;

(b) An agriculturist, to the extent of supply of produce out of cultivation of land.

Frequently Asked Questions On GST Registration:

1. Can I Get Voluntary Registration Under GST, Even If I Am Not Liable For Registration Under The Provisions Of The GST Law?

Yes,  any person who wishes to take advantage of Input Tax Credit i.e. tax paid by him on his purchases may get themselves registered under GST after registration all provisions of GST Law shall apply to them like other registered dealers, For Example, they have to collect tax and file returns etc.

2. Can I Cancel My Voluntary Registration?

Yes, but it can be cancelled after 1 year from date of registration.

3. Do I Need To Have Separate Registration For Different Branches In Same State?

No, a single registration is sufficient for a state, you may add multiple branches

4. Do I Need To Take Separate Registration For Each State In Which I Am Making A Taxable Supply Of Service Or Goods Or Both?

Yes, separate GST registration is required for each state from where a taxable person is making supply of any goods or services or both.

5. Do I Need To Pay Tax For Transfer Of Goods To My Branch In Another State?

Yes, You need to pay tax on supply of goods to branch in another state that is Integrated Goods & Service Tax and you may claim Input Tax Credit of the IGST paid when these goods are sold in that state.

6. Do I Need To Visit GST Office For Getting My Entity Registered Under GST?

No, GST Registration is online process you need to feel some information online on GSTN Portal and upload required documents and you will receive your registration certificate online without visiting GST office.

7. Is There Any Govt. Fee For GST Registration?

No, Govt. is not charging any fee for GST Registration.

8. Do I Have To File Returns Even If I Am Not Carrying On Any Business For Some Time After Getting My Entity Registered?

Yes, return filling is mandatory you may file nil returns in this case.

9. Can I Amend My GST Registration?

Yes, you may amend your registration details any time subject to the approval of the concerned authority.


GST Registration Process At Fastlegal:

You may use Fastlegal online GST registration services at Rs. 2299/- , for which you just need to fill the form given below and upload required documents with the link provided in the form. Our experts will apply your registration on the day payment is received and you will get GST registration Certificate in 3-5 working days. You may talk to our experts if you have any doubts before apply for GST registration.

Document/information required for applying for GST Registration:

  1. Mobile number of the applicant
  2. Email address of the applicant
  3. Pan card of Proprietor/Partners/Designated Partners/Directors as the case may be.
  4. Bank Statement/canceled claque.
  5. Electricity Bill/Telephone Bill/Rent agreement and consent if the business premises are rented.
  6. Aadhar Card/Voters’ ID/Driving License of Proprietor/Partners/Designated Partners/Directors as the case may be.
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Transfer of Shares in Private Limited Company

Posted on by Fastlegal Team

Transfer of Shares in Private Limited Company is not freely transferable but there are restrictions on transfer, shares of Private Limited Company can be transferred in accordance with the provisions of Companies Act, 2013

Shares are transferred by the person is the shareholder of the Company to another person but he must give a letter to Private Limited Company of which he wishes to transfer shares mentioning that He wants to transfer a certain number of shares of the company as the shareholders of Private Limited company cannot freely transfer shares to anyone. The Company will intimate the same to all the existing shareholders of the company. Once the No Objection Letter or Consent to purchase is received the share transfer deed in form SH-4 is to be executed between Transferor and  Transferee and the consideration for the transfer of shares to be paid by the transferee to the transferor.

The Executed SH-4 along with Original Share Certificate and Copy of Identity Proof (PAN) is sent to Company for Registration of Transfer of Shares by Company and Company shall make  approve the transfer of shares if all the formalities regarding share transfer are complete in all respect and after which company will make necessary entries in the register of members of the company.


Stamp Duty on Transfer of Shares: The Share Transfer Stamps are to affixed of the value of 0.25%  for consideration of transfer on  SH-4 (Instrument of Transfer ) and are required to be crossed.

Let us understand with an Example:  If you want to Transfer shares of Rs. 2 Lakhs for total consideration than you have affix share Transfer of Rs. 200000*0.25% = Rs. 500

Stamp Duty on Shares held in Demat Form: No Stamp is required to paid if Shares of Private Company are held in Demat Form.

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How to Register Section 8 (Non Profit ) Company in India

Posted on by Fastlegal Team

Section 8 Company is a Company Incorporated for the promotion of Commerce, Art, Science, Sports, Education, research, social welfare, religion, charity, protection of environment and intends to apply its profits if any in promoting its objects , not for-profit (NGO) under the Provisions of Section 8  Companies Act, 2013.

The Company under section 8 is registered without the word Limited/Private Limited at end of its name, and the words Foundation, Association, Institution, Chamber, Federation are added in the name of Section 8 company.

Presently section 8 company is a most accepted form of NGO due to transparency and governance structure available to the company with the compliance of provisions of Companies Act, 2013.

Activities of  Generally carried out through Section 8 Company :

  • Educational Institute
  • Hospital and Research Center
  • Sports Academy
  • Charity Purpose
  • Environment Awareness
  • Legal Awareness
  • Federation
  • Association
  • Chamber, etc

Requirements for Incorporation of Section 8 company :

  • Required Minimum two Directors
  • Required Minimum two Shareholders/Members
  • PAN, Aadhar Card and Latest Bank Statement Copy of All the Directors and Members
  • Work Proposed to be done, Grounds on which work will be done
  • Proposed Income and Expenditure Account for three years ( Expected receipts and payments )
  • Electricity Bill, Rent Agreement / NOC for Registered Office Address of the Company

Procedure for Incorporation of Section 8 Company:

  • Application for Obtaining Digital Signature of  proposed Directors
  • Application of Obtaining Director Identification Number (DIN)
  • Name Approval Application to Registrar of Companies
  • Application for obtaining Licence for Section 8 Company
  • Application to Registrar of Companies for Incorporation of Section 8 Company

Documents Required for Opening Bank Account of Section 8 Company:

  • Certificate of Incorporation issued by ROC
  • Memorandum and Articles of Association  of company
  • PAN of Company
  • Board Resolution for Opening of Bank Account and Authorising One of the Directors or any other person to act as Authorised Signatory

We at Fastlegal helps thousands of Business and Non-Profit Organisation to Register and Run Effectively with experienced team of Company Secretaries, CA and Lawyers, if you wish to avail Fastlegal Services Submit your Request 

 

 

 

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Annual Filing of Financial Statements For One Person Company (OPC ) for Financial Year 2016-17

Posted on by Fastlegal Team

Every One Person Company (OPC)  is required to File there Audited Financial Statements to Registrar of Companies every year. As OPC is not required to hold Annual General Meeting of Company the due date for Filing of Financial Statement is 29th September, 2017 . If any One Person Company Fails to File Financial Statements within Due Date than Additional Fee is required to Paid along with Normal Fee.

Let us Understand With Example :

Case 1. If you file on or before 29th September, 2017: You have to Pay Normal Filing Fee (i.e. Rs. 300 if Authorized Share Capital of Company is up to Rs. 1 Lakh )

Case 2. If you File after due date : You have to pay Normal Filing Fee plus Additional Fee up to 2  times of Normal Fee for next 30 days and this will increase with delay of every 30 days thereafter and will go up to 12 times of normal filing fee.

If you own a One Person Company it is high time to file Financial Statements of OPC at the earliest so you may save additional fee.

You may also avail Fastlegal Annual filing Services to get your every Filing done on time.

To Avail Fastlegal Services Please Submit your Request here

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Procedure for Export Under GST without paying IGST by furnishing Letter of Undertaking or Bond

Posted on by Manoj Famra

In this article we have tried to include provisions contained in the Act, Rules, Notification or circulars issued till date in this regard.

As Per Rule 96A of CGST ACT, 2017 Registered Person would furnish Letter of Undertaking or Bond in Form GST RFD-11, This Form may be filled electronically through common portal but this facility is currently not available on common portal and CBEC vide its circular number 2/2/2017 dated 04.07.2017 has clarified that till this facility is not available on common portal this form may be furnished manually to jurisdictional deputy/ Assistant Commissioner.

1. Eligibility to export under LOU (Latter of Undertaking):

Any registered person who has received a minimum foreign inward remittance of 10% of export turnover in the preceding financial year is eligible for availing the facility of LUT provided that the amount received as foreign inward remittance is not less than  Rs. one crore. This means that only such exporters are eligible to LUT facilities who have received a remittance of Rs. one crore or 10% of export turnover, whichever is a higher amount, in the previous financial year.

2. Export under Bond:

Registered persons who do not fulfill the above conditions i.e. who are not eligible to Export under LUT shall have to furnish Bond. Bond is required to be furnished on a non-judicial stamp paper of value as applicable in the respective state.

Bank Guarantee in Bond: Circular No. 4/4/2017 dated 7th July, 2017 provides that bank guarantee should normally not exceed 15% of the bond amount. However, the Commissioner may waive off the requirement to furnish bank guarantee taking into account the facts and circumstances of each case.  If the jurisdictional commissioner is satisfied with the track record of the Exporter than Bond may be furnished without Bank Guarantee.

 

In the latter of undertaking or Bond in Form GST RFD-11 Taxpayer bind himself to pay the tax plus interest u/s 50(1) within a period of:

  • 15 Days after the expiry of 3 Months from the date of issue of the invoice for export, if the goods are not exported out of India.
  • 15 days after the expiry of 1 year from the date of invoice for export, if the payment of such invoice is not received by the exporter in convertible foreign exchange.

Where the goods are not exported within the time specified and the Exporter fails to pay the amount mentioned in sub rule, the export allowed under bond or LOU shall be withdrawn forthwith and the said amount shall be recovered in accordance with the provisions of section 79.But Bond or LOU shall be restored immediately when the person pay the due amount.

3. Value of Bond:

The Bond would cover the amount of tax involved in the export based on the estimated tax liability as assessed by exporter himself. In case the Bond amount is insufficient to cover the tax liability, the Exporter shall furnish a fresh bond to cover such liability.


4. How it would be determined weather goods have been exported or not:

GST Common Portal and system of Custom Department are interlinked and shall transmit information regarding export of goods. Details of Export Invoices filled in GSTR-1 shall be transmitted electronically to System designated by Custom department and custom department will verify with its records weather the goods have been exported or not and send a confirmation to GST Common Portal.

Click here to get Expert Advice or  Support on Export Under GST

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Modes of Investment under the Foreign Direct Investment Scheme in India

Posted on by Fastlegal Team

Foreign Direct Investment in India can be made through the following modes:

fdi
FDI – Modes of Investment

A. Issuance of fresh shares by the company under FDI

An Indian company may issue fresh shares /convertible debentures under the FDI Scheme to a person resident outside India (who is eligible for investment in India) subject to compliance with the extant FDI policy and the FEMA Regulation.

B. Acquisition by way of transfer of existing shares by a person resident in or outside India under FDI

Foreign investors can also invest in Indian companies by purchasing/acquiring existing shares from Indian shareholders or from other non-resident shareholders. General permission has been granted to non-residents / NRIs for the acquisition of shares by way of transfer in the following manner:

  • Transfer of shares by a person resident outside India: 
    • Non-Resident to Non-Resident (Sale / Gift): A person resident outside India (other than NRI and OCB) may transfer by way of sale or gift, shares or convertible debentures to any person resident outside India (including NRIs but excluding OCBs). Note: Transfer of shares from or by erstwhile OCBs would require prior approval of the Reserve Bank of India
    • NRI to NRI (Sale / Gift): NRIs may transfer by way of sale or gift the shares or convertible debentures held by them to another NRI.
  • Transfer of shares/convertible debentures from Resident to Person Resident outside India

    A person resident in India can transfer by way of sale, shares / convertible debentures (including the transfer of subscriber’s shares), of an Indian company under the private arrangement to a person resident outside India, subject to the following along with pricing, reporting, and other guidelines

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How to File RTI Application Online In India

Posted on by Fastlegal Team

RTI (right to Information ) application can be filed online in India through web portal https://rtionline.gov.in/ to most of Departments:

Here is the step by step Procedure for Filing RTI application in India Online:

  1. Create Account at www.rtionline.gov.in  by Filing On Screen Information.
  2. Login your Account
  3. Select Ministry/Department/Apex body
  4. Select Public Authority
  5. Personal Details of RTI Applicant :
    1. Name
    2. address
    3. gender
    4. Address
    5. Pincode
    6. Phone No.
    7. email id
    8. Educational status
    9. Citizens (RTI Applcation can Only be filed by Indian Citizens )
    10. Is the Applicant Below Poverty Line ? yes, no
  6.  Text for RTI Request application : Write details of Information Sought up to 3000 words  . e.g.  Please Provide Details Regarding Amount Spent on Advertisement including Print Media, Electronic Media or through any Other way on Swach Bharat Abhiyan .
  7. Make Payment of Rs. 10
  8. Submit Application

You will receive confirmation email regarding submission of RTI application.

You can always view status of your application Online.

 

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Annual Filing Requirements for LLP in India for Financial Year 2017

Posted on by Fastlegal Team

Every LLP (Limited Liability Partnership) is required to file its Annual Accounts (Statement of Accounts and Solvency ) , Annual Return and Income tax Return every year within the stipulated time, even LLP having nil turnover or   LLP has not carried out any business operation during the reporting period.

Filing requirements with Registrar of Companies :

  • Filing of Annual Return in Form 11 : Every LLP is required to File its Annual Return to ROC by 30th May of Every Year,  failure to file Annual Return will attract Additional Fee of Rs. 100 per day with no upper limit. ( Delay of 30 days will cost you Rs. 100*30= 3000)
  • Filing of Annual Accounts and Solvency in Form 8 : Every LLP is required to file its Annual Accounts with ROC by 30th Oct of every year, failure to file Annual Accounts will attract Additional Fee of Rs. 100 per day with no upper limit.   ( Delay of 50 days will cost you Rs. 100*50= 5000) this is in addition to Additional fee to be paid for Form 11 , if not filed.

Filing Requirements with Income Tax Department :

  • The due date for filing income tax return in case of a company for A Y 2017-18 is 30th September 2017(whether audit of accounts is required or not). It is applicable for income earned from April 1st, 2016 to March 31st, 2017. For LLP due date is September 30th (where audit is required), November 30th(where there are foreign transaction or specified domestic transactions) and in other cases due date is July 31.

 

Place your request for LLP Filings Online With Fastlegal Team Members