CA. PRAMOD JAINFCA, FCS, FCMA, LL.B, MIMA, DISA

CA. PRAMOD JAINFCA, FCS, FCMA, LL.B, MIMA, DISA

LUNAWAT & CO.Chartered Accountants

LUNAWAT & CO.Chartered Accountants29th July 2015, BVSS29th July 2015, BVSS

ISSUESISSUES

RIGHT ISSUERIGHT ISSUERIGHT ISSUERIGHT ISSUE� To send letter of offer by notice To send letter of offer by notice To send letter of offer by notice To send letter of offer by notice –––– time time time time –––– 15151515---- 30 30 30 30

days days days days [Pvt. Cos…lesser if 90% members agree][Pvt. Cos…lesser if 90% members agree][Pvt. Cos…lesser if 90% members agree][Pvt. Cos…lesser if 90% members agree]

� Notice to be sent at least 3 days before by Notice to be sent at least 3 days before by Notice to be sent at least 3 days before by Notice to be sent at least 3 days before by

Registered Post, Speed post or electronic Registered Post, Speed post or electronic Registered Post, Speed post or electronic Registered Post, Speed post or electronic

mode mode mode mode ---- [[[[Pvt. Cos…lesser if 90% members Pvt. Cos…lesser if 90% members Pvt. Cos…lesser if 90% members Pvt. Cos…lesser if 90% members

agreeagreeagreeagree] !!!] !!!] !!!] !!!

� Renunciation unless articles provide otherwiseRenunciation unless articles provide otherwiseRenunciation unless articles provide otherwiseRenunciation unless articles provide otherwise

� After time board to dispose of them in such After time board to dispose of them in such After time board to dispose of them in such After time board to dispose of them in such

manner not disadvantageous to shareholder & manner not disadvantageous to shareholder & manner not disadvantageous to shareholder & manner not disadvantageous to shareholder &

Co.!!!!Co.!!!!Co.!!!!Co.!!!!

Lunawat & Co.

PREFERENTIAL ISSUE (62)(1)(C)PREFERENTIAL ISSUE (62)(1)(C)PREFERENTIAL ISSUE (62)(1)(C)PREFERENTIAL ISSUE (62)(1)(C)� Preferential Issue Preferential Issue Preferential Issue Preferential Issue –––– to comply with PPto comply with PPto comply with PPto comply with PP

� Exemption from Offer Letter & Filing Exemption from Offer Letter & Filing Exemption from Offer Letter & Filing Exemption from Offer Letter & Filing

PAS 4 & PAS 5 if issue made to one or PAS 4 & PAS 5 if issue made to one or PAS 4 & PAS 5 if issue made to one or PAS 4 & PAS 5 if issue made to one or

more membersmore membersmore membersmore members

� No partly paid shares in Preferential No partly paid shares in Preferential No partly paid shares in Preferential No partly paid shares in Preferential

issueissueissueissue

� Can Debentures / Bonds be issued by Can Debentures / Bonds be issued by Can Debentures / Bonds be issued by Can Debentures / Bonds be issued by

Right / Preferential Issue??Right / Preferential Issue??Right / Preferential Issue??Right / Preferential Issue??

Lunawat & Co.

DEPOSITSDEPOSITSDEPOSITSDEPOSITSLunawat & Co.

DEPOSITSDEPOSITSDEPOSITSDEPOSITS�From its members subject to certain From its members subject to certain From its members subject to certain From its members subject to certain

conditions (73(2)). conditions (73(2)). conditions (73(2)). conditions (73(2)). –––– Pvt. Cos. Allowed Pvt. Cos. Allowed Pvt. Cos. Allowed Pvt. Cos. Allowed uptouptouptoupto

100% of capital + free reserves100% of capital + free reserves100% of capital + free reserves100% of capital + free reserves

� Is any compliance to be made??Is any compliance to be made??Is any compliance to be made??Is any compliance to be made??

�Whether Whether Whether Whether Companies can accept interest Companies can accept interest Companies can accept interest Companies can accept interest

free Loan from the Directors? free Loan from the Directors? free Loan from the Directors? free Loan from the Directors? But But But But as per as per as per as per

Rule 2(c)(xiRule 2(c)(xiRule 2(c)(xiRule 2(c)(xi) any ) any ) any ) any nonnonnonnon----interest bearing interest bearing interest bearing interest bearing

amount will be out of the purview of amount will be out of the purview of amount will be out of the purview of amount will be out of the purview of

deposits if it is received or held in deposits if it is received or held in deposits if it is received or held in deposits if it is received or held in trusttrusttrusttrust by by by by

the Company, not as loan.the Company, not as loan.the Company, not as loan.the Company, not as loan.

Lunawat & Co.

DEPOSITSDEPOSITSDEPOSITSDEPOSITS

�Whether Whether Whether Whether amount of Loan received by the amount of Loan received by the amount of Loan received by the amount of Loan received by the

Company from the proprietorship of the Company from the proprietorship of the Company from the proprietorship of the Company from the proprietorship of the

Directors shall be treated as deposits (as Directors shall be treated as deposits (as Directors shall be treated as deposits (as Directors shall be treated as deposits (as

per section 73) or it will be considered as per section 73) or it will be considered as per section 73) or it will be considered as per section 73) or it will be considered as

loan received from Directors, under loan received from Directors, under loan received from Directors, under loan received from Directors, under

Companies Act, 2013? Companies Act, 2013? Companies Act, 2013? Companies Act, 2013?

Lunawat & Co.

SHARE APPLICATIONSHARE APPLICATIONSHARE APPLICATIONSHARE APPLICATION� Share appl. money, except not Share appl. money, except not Share appl. money, except not Share appl. money, except not allotted / allotted / allotted / allotted /

refunded refunded refunded refunded

� If subscription received before 31If subscription received before 31If subscription received before 31If subscription received before 31stststst March March March March

2014 and the allotment is still pending till 2014 and the allotment is still pending till 2014 and the allotment is still pending till 2014 and the allotment is still pending till

31313131stststst March 2015March 2015March 2015March 2015

� Then return by 1Then return by 1Then return by 1Then return by 1stststst June 2015 or comply June 2015 or comply June 2015 or comply June 2015 or comply

with Companies Act 2013…What is the with Companies Act 2013…What is the with Companies Act 2013…What is the with Companies Act 2013…What is the

compliance??compliance??compliance??compliance??

� Notification dated 31.3.2015Notification dated 31.3.2015Notification dated 31.3.2015Notification dated 31.3.2015

Lunawat & Co.

FILING RESOLUTIONS FILING RESOLUTIONS FILING RESOLUTIONS FILING RESOLUTIONS

Lunawat & Co.

RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC

� PrivatePrivatePrivatePrivate CompaniesCompaniesCompaniesCompanies exemptexemptexemptexempt totototo filefilefilefile BoardBoardBoardBoard

ResolutionResolutionResolutionResolution wwww....eeee....ffff.... 5555thththth JuneJuneJuneJune 2015201520152015

� AreAreAreAre oldoldoldold resolutionsresolutionsresolutionsresolutions yetyetyetyet totototo bebebebe filed?filed?filed?filed?

� IfIfIfIf notnotnotnot filed,filed,filed,filed, whatwhatwhatwhat isisisis auditors’auditors’auditors’auditors’ duty?duty?duty?duty?

Lunawat & Co.

CSRCSRCSRCSR�Expenditure not allowable u/s 37 Expenditure not allowable u/s 37 Expenditure not allowable u/s 37 Expenditure not allowable u/s 37

(Finance Act 2014)(Finance Act 2014)(Finance Act 2014)(Finance Act 2014)

�PM National Relief FundPM National Relief FundPM National Relief FundPM National Relief Fund

�Clean Ganga & Clean Ganga & Clean Ganga & Clean Ganga & SSSSwachwachwachwach Bharat Fund Bharat Fund Bharat Fund Bharat Fund

–––– 80 G restrictions 80 G restrictions 80 G restrictions 80 G restrictions –––– Finance Act Finance Act Finance Act Finance Act

2015201520152015

�What if not expended??? Auditor’s What if not expended??? Auditor’s What if not expended??? Auditor’s What if not expended??? Auditor’s

RoleRoleRoleRole

Lunawat & Co.

Lunawat & Co.

ISSUESISSUESISSUESISSUES�Management servicesManagement servicesManagement servicesManagement services

�RatificationRatificationRatificationRatification

�Fraud Reporting LimitsFraud Reporting LimitsFraud Reporting LimitsFraud Reporting Limits

�Where the Company has contravened Where the Company has contravened Where the Company has contravened Where the Company has contravened

the provisions of Companies Act, 2013, the provisions of Companies Act, 2013, the provisions of Companies Act, 2013, the provisions of Companies Act, 2013,

is there any need to make provisions is there any need to make provisions is there any need to make provisions is there any need to make provisions

against the penalties that can be levied against the penalties that can be levied against the penalties that can be levied against the penalties that can be levied

against it?against it?against it?against it?

� IFC??IFC??IFC??IFC??

Lunawat & Co.

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR (185)(185)(185)(185)� Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance

any any any any loanloanloanloan or any or any or any or any loan represented by book debt loan represented by book debt loan represented by book debt loan represented by book debt

or give or give or give or give guaranteeguaranteeguaranteeguarantee or or or or provide security in provide security in provide security in provide security in

connection with loan takenconnection with loan takenconnection with loan takenconnection with loan taken to:to:to:to:

�Director of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relative

�Director of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relative

� Firm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partner

� Pvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or member

� Co in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting power

� Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or

instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.

Lunawat & Co.

ISSUESISSUESISSUESISSUES� Whether loans Whether loans Whether loans Whether loans given to Directors and Guarantee given to Directors and Guarantee given to Directors and Guarantee given to Directors and Guarantee

provided by the Company against the loan taken provided by the Company against the loan taken provided by the Company against the loan taken provided by the Company against the loan taken

by the Directors, prior to the implementation of by the Directors, prior to the implementation of by the Directors, prior to the implementation of by the Directors, prior to the implementation of

2013 Act, 2013 Act, 2013 Act, 2013 Act, which is now restricted U/S 185, is which is now restricted U/S 185, is which is now restricted U/S 185, is which is now restricted U/S 185, is

required to be reported in Auditor’s Report?required to be reported in Auditor’s Report?required to be reported in Auditor’s Report?required to be reported in Auditor’s Report?

� Where Where Where Where there is loans to directors, if there is loans to directors, if there is loans to directors, if there is loans to directors, if Interest Interest Interest Interest has has has has

also been provided against them, after the also been provided against them, after the also been provided against them, after the also been provided against them, after the

implementation of implementation of implementation of implementation of 2013 Act whether 2013 Act whether 2013 Act whether 2013 Act whether it is the it is the it is the it is the

contravention of Section 185? contravention of Section 185? contravention of Section 185? contravention of Section 185? If If If If yes then yes then yes then yes then

whether it also attracts the liability of Auditor to whether it also attracts the liability of Auditor to whether it also attracts the liability of Auditor to whether it also attracts the liability of Auditor to

mention the same in his report?mention the same in his report?mention the same in his report?mention the same in his report?

Lunawat & Co.

GIVING LOAN & INVESTMENT (GIVING LOAN & INVESTMENT (GIVING LOAN & INVESTMENT (GIVING LOAN & INVESTMENT (186)186)186)186)

�CanCanCanCan aaaa CompanyCompanyCompanyCompany givegivegivegive interestinterestinterestinterest freefreefreefree

loanloanloanloan now??now??now??now??

�AreAreAreAre companiescompaniescompaniescompanies tradingtradingtradingtrading inininin

securitiessecuritiessecuritiessecurities alsoalsoalsoalso covered?covered?covered?covered?

Lunawat & Co.

Lunawat & Co.

CA. Pramod JainCA. Pramod JainCA. Pramod JainCA. Pramod Jainpramodjain@lunawat.compramodjain@lunawat.compramodjain@lunawat.compramodjain@lunawat.com

+91 9811073867+91 9811073867+91 9811073867+91 9811073867

© 2015 CA. Pramod Jain, Lunawat & Co

Together …we shall make it….Together …we shall make it….Together …we shall make it….Together …we shall make it….