Private Limited Company a better choice than Public Limited Company

Private Limited Company a better choice than Public Limited Company

Ministry of Corporate Affairs granted some exemptions to Private Limited Company. These exemptions are as follows:

·         If a Private Limited Company enters into any contract with a related party requiring prior approval of Company, RELATED PARTIES ARE NOW ALLOWED TO VOTE ON SUCH RESOLUTION.

·         A contract by a private company will not be regarded as a related party transaction if it is entered into by a private company with its holding company, subsidiary company, associated company or subsidiary of its holding company.

·         Private companies will now have full flexibility in structuring their share capital.

·         Private companies are now required to pass Ordinary resolution in General Meeting in place of Special Resolution to issue the shares under the scheme of Employee Stock Option Scheme.

·         Private company can now borrow money from members upto 100 % of paid up share capital & free reserves. They need not to be complying with deposit conditions.

·         Private companies can accept deposit from members by passing Special Resolution in General Meeting.

·         Private companies now have the option to provide their own regulations with respect to notice of general meeting, statement to be annexed to notice, quorum, chairman, proxies, restrictions on voting rights, voting by show of hands and demand for poll to the exclusion of the corresponding provisions.

·         Private company do not have to file resolutions with the Registrar with respect to resolutions passed at Board Meeting for:

1.      Make calls on the shareholders.

2.      Issue securities

3.      Borrow monies

4.      Invest funds of the company

5.      Approve financial statement

6.      Approve merger & amalgamation.

·         The person other than retiring directors may now stand for directorship in company.

·         Now, more than 1 director can be appointed through a single resolution.

·         Board of director of a company not required to seek the approval of members for the following acts:

1.      To sell, lease or otherwise dispose of whole or substantially whole of its undertaking.

2.      To invest compensation received.

3.      To borrow money in excess of paid up share capital & free reserves.

4.      To remit or give time for the repayment.

·         Interested director of the private company can take part in the meetings of board after disclosing interest.

·         In case of private companies the appointment or remuneration of the managing director, whole time director or manager doesn’t require approval at the Board/General Meeting.

·         Requirement of minimum paid up capital of rupees 1 lacs has been dispensed with.

·         Companies issuing further shares to send notice along with offer letter to its equity shareholders and the offer shall remain open for:

1.      Less than 15 days for accepting offer made and

2.      Less than 3 days before opening of the issues for dispatching of offer letter

·         Private company having paid up share capital of less than Rs.100 crores may appoint its auditor irrespective of the limit of 20 audits.

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Procedure to register Trademark in India

PROCESS OF TRADEMARK REGISTRATION IN INDIA

·       Search for name:

Before beginning the trademark registration process, the entrepreneur or a trademark professional must conduct a trademark search of the trademark database. A trademark search will provide information about identical or similar trademark that has already been filed with the trademark registry

·       Making and filing the trademark application:

Once a trademark search is completed, the application for trademark registration can be filed with the Trademark Registrar. The application for registration of trademark must be made in the prescribed manner and filed along with the fee for trademark registration. .

·       Examining the brand name:

If the examiner after scrutinizing the reply to office action finds it appropriate then the trademark will be advertised in Trademark Journal. If examiner is not satisfied with the reply or the objections are not met then he may list the application for hearing.

·       Advertisement of Trademark Journal:

After examining the response by Registrar, application is ordered for advertisement in Trademark Journal.

·       Opposition:

Once the trademark is published in trademark journal, any person can oppose its registration within 3 months maximum.

·       Issuance of certificate of registration:

Application is proceed for registration where no opposition is filed for trademark. And certificate will be given by Registrar.

·       The trademark is then registered for 10 years from the date of filing of application and the registration certificate is issued.

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Annual Filing of Forms at Registrar of Companies for Financial Year 2014-15

Annual Filing for Financial Year 2014-15

Companies registered under Companies Act 2013, please take note that Annual filing time has come now.

MANDATORY FORMS REQUIRED TO BE FILED FOR ANNUAL COMPLIANCE (i.e Annual Filing pertaining to financial year beginning from 1^st April, 2014):

Annual return is a yearly statement, required to be filed by every company irrespective of their nature or status, which highlights the information about company’s various aspects pertaining to its composition, activities, and financial position.
Provided Every company is legally obligated to file annual return in Form MGT-7

Note:The Companies Act 2013 mandates to put information in Annual Return as on the last date of Financial Year irrespective of information stood on the date of AGM.

Forms to be filed	Purpose of filing	Provision	Date of filing	Attachments
Form AOC-3 & Form AOC-4	Filing financial statement with ROC	Section 92 of companies act, 2013	Within 30 days from the AGM	a balance sheet as at the end of the financial year, a profit and loss account, cash flow statement, a statement of changes of equity, where applicable And any explanatory note annexed or forming part of the Financial statement. MGT-9  annexure of annual return
Form MGT-15	Report on AGM	Section 121(1) of Companies Act, 2013	within 30 days of AGM	Minutes of the meeting the day, date, hour and venue of the annual general meeting; confirmation with respect to appointment of Chairman of the meeting; number of members attending the meeting; confirmation of quorum; confirmation with respect to compliance of the Act and the  Rules, secretarial standards made there under with respect  to calling, convening and conducting the meeting; business transacted at the meeting and result thereof; particulars with respect to any adjournment, postponement of meeting, change in venue; and any other points relevant for inclusion in the report
Form MGT-7	Annual return	Section 92 of companies act, 2013	Within 60 days from the AGM	Duly signed annual return List of directors List of shareholders List of transfers that took place during the year MGT-8 Certification by PCS

Following are the clarifications with regard to Annual Return & Financial Statement :

1) MCA vide General Circular No.10/2015 dated 13th July, 2015 extended  the time to file following Forms 

• AOC-4, AOC-4 (XBRL) and  MGT-7 till 31st October 2015.

Note: The above mentioned forms will be made available by end of September 

    
2) MCA modified the Version of 

• Form 20B, 

• Form 23AC,

• Form 21A,

• Form 23ACA,

• Form 23ACA (XBRL),

 w.e.f 1st August 2015 to ensure that filing related to F.Y. 2014-15 cannot be done through these forms. 

Refer to Article posted at csnehaseth Blog. Link below;

http://csnehasethassociates.blogspot.in/2015/07/relaxation-of-additional-fees-and.html

Penalty:

On Company-Fine which shall not be less than Rs.50, 000/- but which may extend to Rs5, 00,000/-

On Officer- Imprisonment for a term which may extend to 6 months or Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or with both.

On PCS- Fine which shall not be less than Rs.50, 000/- but which may extend to Rs.5, 00,000/–

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REGISTRATION of TRADEMARK IN INDIA

REGISTRATION of TRADEMARK IN INDIA

You are entrepreneur and you are thinking that the logo or the company name you registered should be protected so that no one else have right to copy the logo design and start marketing their business under your name, here’s the chance/ opportunity to safeguard your brand name easily.

Be it a visual symbol, which may be a word, name, device, label or numerals used by a business, its called Trademark. To distinguish it goods or services from other similar goods or services originating from a different business, you need to safeguard it. Registration of Trademark can also be obtained for a business name, distinctive catch phrases, taglines or captions. The Trademarks Act, 1999 provides protection to the owner of a trademark and imposes criminal liabilities for the infringement of the trademark owner’s rights.

To enjoy protection, the owner of a trademark must apply for registration with the Trademark Registrar of the Registry of Trademarks, India. But before we proceed ahead to understand the concept of Trademark in India, it is important to note that the name/ logo/ wordmark should be unique and meaningful, so that the chances to obtain it gets higher.

Keep in mind that the class you select for Trademark registration should be appropriate. To know the classes, see below;

What can be registered as trademark?

Any word, name, device, label, numerals or a combination of colors that can be represented graphically (in a paper) can be registered as a trademark. The trademark to be registered must also be distinctive for the services or goods for which it is proposed to be registered.

Who can apply for trademark registration?

Any person claiming to be the owner of the trademark used or proposed to be used can apply for trademark registration. The person can be an individual, company, NGO, etc.,

Duration For Trademark Application Process

About 12 to 18 months depending on various factors. Sometimes it can be longer if there are objections from the Registry or from third parties to be overcome.

Trademark Registration Tenure

It lasts 10 years and can be renewed for further period of 10 years. If you do not pay your renewal fee by the next renewal date, your mark will expire.

Use Public Search: 

It is recommended to conduct a Trademark availability search in order to check if any similar Trademark has been filed in India, which may oppose your registration. The cost of the search is generally quite insignificant in comparison to the costs of re-branding if there is difficulty in using the Trademark because it infringes the right of others.

http://ipindiaservices.gov.in/tmrpublicsearch/frmmain.aspx

Click the above link to check the availability. It is also recommended that you perform google search extensively to check whether the name you desire to register is already registered outside India.

Filing:

A trademark application can be filed for single or multi class.

Examination:

The Trademark office will examine the registerability of the application which includes distinctiveness, existing similarity with prior registrations, and completion of supporting documents, if accepted, the Trademark Office will issue an acceptance order and the Trademark is ordered for publication. 

Publication: 

Trademark applications accepted by the Registrar are published in Trademark Journal. Any interested party may file a notice of opposition to the registration of the mark within 3 months from the date of last publication.

Fees:

To apply for Trademark under one class, the government fees is Rs. 4000 INR one wordmark one class.

Documents/ Information required:

Name of the Applicant(s) (In case the Applicant is different from the company, mention both)
Designation of the Applicant: (Director/Proprietor/Partner etc.) Note: (N/A in case the applicant is Company, Partnership, Society, LLP) In case of two or more partners/directors, form should be filled in by each person separately.
Nationality:
Full Address of Applicant (Registered and Corporate Address in case of company): (District, State & Pin code are required)
Telephone No:
Fax No:
Email ID:
Description of the Business done and goods and services: (Eg. Manufacturer & Supplier of Laptops, Service Provider in the field of Law, Trader of agricultural products, Exporter of furniture etc.)
Name of Authorized Signatory (In case the applicant is not an individual)
Mark in Text (In case of Logo/Label please enclose soft copy or 10 hard copies)
Date from which Brand/Mark/Logo is being used: (DD/MM/YYYY) (Proof is required during the proceedings)
Is the mark registered in any other country than India? (If yes, please mention where and since when)
DOB of the Applicant

Also, it is required to submit the hard copy of Logo if you are safeguarding the logo design of your company

You can also download TM Manual from http://www.ipindia.nic.in/

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How to form NGO/ Non Profit Making Company in India

Formation of Non Profit making Company:

When someone thinks to form NGO or Society or Trust or Section 8 Company (Earlier Section 25 Company), there come in mind various doubts, which is better, how to form, what are the minimum Requirements, documents required, etc. We have illustrated the idea to form Section 8 Company as per Companies Act 2013. I hope this will help you understand the concept in deep.

Meaning of Section 8 Company:

A Company which has main objective as Promotion of arts, science, commerce, sports, education, religion, charity or such other objectives, uses its profit for promotion of its objectives and doesn’t pay any dividend to its members. In simple words it is a Company with no intention to make a profit.

Who can form a Section 8 Company?

Any individual or association of persons can form a Section 8 Company.

How many people/ persons are required to form section 8 Company?

Minimum 2 people are required to set up a Section 8 company.

How to Register a Section 8 Company?

To register a section 8 company in India, the process is similar to the registration of other companies (Private Limited/ Public Limited) (except an additional license from RD (Regional Director) is required). 

Important point to be noted that Section 8 company cannot be formed in fast track in eForm INC 29

Procedure to register Section 8 Company:

1.    Obtain Digital Signature: It is compulsorily required to Obtain a  Digital Signature Certificate from authorized DSC issuing Company for at least one director to sign the E-forms related to incorporate like Form DIR 3, form INC.1 and other documents.

Documents Required:

-       PAN Card copy duly attested by Banker/ Gazetted Officer

-       Address Proof duly attested by Banker/ Gazetted Officer

-       Signed DSC Form affixed photo on it

2.    Obtain Director Identification Number: every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR.3 to the Central Government in such form and manner and along with such fees as may be prescribed.

Documents Required:

-       Self attested PAN

-       Self attested Address Proof

-       Passport Size colored photograph

3.    Name availability for proposed company: Name approval has to be obtained from the Registrar of Companies ["RoC"] by submitting an application in eForm INC 1. The name once approved by the authority is valid for 60 days. The Subscriber to the Memorandum and Articles of Association shall be the applicant for the availability of name application.

4.    License under section 8 for new companies with charitable objects: A person or an association of persons desirous of incorporating a company with limited liability shall make an application in Form No.INC.12,along with the prescribed fee, to the Registrar for a license under sub-section (1) of section 8.

Main attachments of Form INC.12 would be as follows:

(a)  The draft Memorandum of Association of the proposed company.

(b)  The draft Articles of Association of the proposed company.

(c)  The declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice,

(d)  The declaration by each of the persons making the application in Form No. INC.15.

(e)  An estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure

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