Wednesday, 14 September 2011

SPECIMEN OF ELIGIBILITY CERTIFICATE OF PROPOSED AUDITORS U/S 224(1B)


ABC & Associates,
Chartered Accountants
Lane-5, Bada Chowk,
Meerut (U.P.)

To,
The Board of Directors,
ABC Private Limited,
Meerut.

Reg.: Appointment as Statutory Auditor of your Company "Consent and Eligibility"

Dear Sir,
With reference our discussion and your offer for our appointment as the Statutory Auditors of your Company, we do hereby declare and confirm that we are duly qualified and eligible for this appointment as per the provisions of section 224(1B) and 226(1) of the Companies Act, 1956.


Thanking you

Yours Sincerely

For ABC & ASSOCIATES
CHARTERED ACCOUNTANTS
Mr. Ramesh

SPECIMEN OF THE SPECIAL NOTICE/REQUISITION RECEIVED FROM A MEMBER TO CALL AN EGM


From:
Raj Verma
Member,
Cipla Ltd.
Lane-34, Ist Floor
Meerut (U.P.)

To.
The Board of Directors,
Cipla Ltd.
Z-4, Borivilly,
Mumbai (M.H.)

Sub: Requisition for calling an Extraordinary General Meeting u/s 169

Sir.

I, the under signed member of the Company holding 37.20% of the paid up share capital issued by the Company as set out in the Schedule hereto requires you in terms of section 169 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company to convene an Extra Ordinary General Meeting of the members of the Company, to transact the following businesses by Ordinary Resolution:

(1) REMOVAL OF AUDITORS

RESOLVED THAT pursuant to the provision of section 224(7) of the Companies Act. 1956 and subject to the approval of the Central Government (Powers delegated to the Regional Director), M/s Jain & Co., Chartered Accountants of Kanpur, who were appointed as the Auditors of the Company at the last Annual General Meeting to hold office up to the conclusion of the next Annual General Meeting of the Company be and are hereby removed from such office of the Auditors, before the expiry of their term.

(2) APPOINTMENT OF NEW AUDITORS:
RESOLVED THAT pursuant to the provision of sections 224, 224(18) and 225 of the Companies Act, 1956 and subject to the approval of the Central Government (Powers delegated to the Regional Director) for the removal of M/s Jain & Co., Chartered Accountants, the existing Auditors of the Company, M/s malhotra & Associates,. Chartered Accountants of Meerut be and are hereby appointed as the Auditors of the Company to hold office from the date of Order of Removal of the Auditors as approved by the Regional Director up to the conclusion of the next Annual General Meeting of the Company on a remuneration of Rs. 6,500 plus of out of pocket expenses.

Name of the requisitionist: Raj Verma
L. F. No.: 253
Shares held: 1,02,800
% Holding: 37.20%
Signature:
PLACE: Meerut
DATED:

SPECIMEN OF THE RESOLUTIONS PASSED BY THE MEMBERS


I. FOR APPOINTMENT OF AUDITORS AT THE ANNUAL GENERAL MEETING

“RESOLVED THAT M/s ABC & Co. Chartered Accountants, the retiring Auditors be and are hereby reappointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that they be paid a fee of Rs. 6,500 (Rs. Sixty Five Hundred Only) for Auditing the Accounts of the Company plus out of Pocket Expenses incurred by them.”

II. ORDINARY RESOLUTION PASSED AT THE EGM FOR REMOVING EXISTING AUDITORS SUBJECT TO APPROVAL OF REGIONAL DIRECTOR

“RESOLVED THAT pursuant to the provision of section 224(7) of the Companies Act, 1956 and subject to the approval of the Central Government (Powers delegated to the Regional Director), M/s ABC & Co., Chartered Accountants of Kanpur, who were appointed as the Auditors of the Company at the last Annual General Meeting to hold office up to the conclusion of the next Annual General Meeting of the Company, be and are hereby removed from such office of the Auditors, before the expiry of their term.”

III. ORDINARY RESOLUTION PASSED AT THE EGM FOR APPOINTING NEW AUDITORS SUBJECT TO APPROVAL OF REGIONAL DIRECTOR

“RESOLVED THAT pursuant to the provision of section 224, 224(1B) and 225 of the Companies Act, 1956 and subject to the approval of the Central Government (Powers delegated to the Regional Director) for the removal of the existing Auditors of the Company, M/s Jain & Co., Chartered Accountants of Mysore, M/s Malhotra & Associates, Chartered Accountants of Kanpur, be and are hereby appointed as the Auditors of the Company to hold office from the date of order of removal of the Auditors as approved by the Regional Director up to the conclusion of the next Annual General Meeting of the Company on a remuneration of Rs. 6,500 plus out of pocket expenses.

SPECIMEN OF THE BOARD RESOLUTION FOR AUTHORIZING TO FILE APPLICATION

“RESOLVED THAT an application in the prescribed e-Form 24A for approval for the removal of Auditor u/s 224(7) of the Companies Act, 1956 be made to the Regional Director, Ministry of Company Affairs, Western Region, Mumbai.

RESOLVED FURTHER THAT Mr. Manoj, Director and/or Company Secretary of the Company be and is hereby authorised to sign the application on behalf of the Board and execute an affidavit verifying the contents of the application.

RESOLVED FURTHER THAT Company Secretary be and is hereby authorised to file the above said application with the Regional Director, Western Region, Department of Company Affairs and to appear before the Regional Director on behalf of the Company and to do all such acts, deeds and things as may be required in the matter and to give all details, statements as may be required by the Regional Director.”

SPECIMEN OF BOARD RESOLUTION FOR APPOINTMENT OF THE FIRST AUDITORS


The Chairman informed that the first auditors of the company are to be appointed in the Board meeting within one month from the date of incorporation of the company. He informed that he had got consent of M/s A Jain & Associates, Chartered Accountants, for their appointment as the first auditors of the company. The Board considered and passed the following resolution unanimously:

“RESOLVED THAT pursuant to the provision of section 224 of the Companies Act, 1956, M/s A Jain & Associates, Chartered Accountants of Meerut from whom certificate pursuant to section 224(1B) of the Companies Act has been received, be and are hereby appointed as the first auditors of the company to hold office until the conclusion of the first annual general meeting of the company at a remuneration to be determined by the Board of directors of the company.

SPECIMEN OF LETTER FOR ELIGIBILITY U/S 224(1B) OF THE COMPANIES ACT


To
The Board of directors
XYZ Ltd.
Lucknow (UP)

Dear Sir,

In reference to the discussion had with Shri AB, a member of the company, we would like to inform that pursuant to the provisions of section 224(1B) of the Companies Act, 1956, if the appointment made by the members at the annual meeting of the company, it shall be within the ceiling prescribed under the Companies Act, 1956.


Thanking you

Yours faithfully


For ABC & ASSOCIATES
CHARTERED ACCOUNTANTS
Mr. Ramesh
PARTNER

SPECIMEN OF LETTER OF INTIMATION TO THE AUDITOR FOR APPOINTMENT


SPECIMEN OF LETTER OF INTIMATION TO THE AUDITOR FOR APPOINTMENT

To,
M/s ABC & Associates
Chartered Accountants
Lucknow (UP)

Sub: Appointment as the auditors of the company

Dear Sir,

We are pleased to inform you that the Board of directors of the company at their first Board meeting held on 29th May, 2002 have appointed your firm as the Statutory Auditors of the company and to hold office upto the conclusion of the first annual general meeting of the company on such remuneration as may be decided by the Board.

You are requested to confirm your acceptance for our further needful.

Thanking you,
Yours faithfully,
For, AFA LIMITED

(ACME)
DIRECTOR
Encl.: Certified copy of the Resolution

TDS Credit Rules - Minors


Tax deducted at source (TDS) credit can now be availed by persons other than the deductees. This has been clearly articulated by the Central Board of Direct Taxes (CBDT) in a new rule on TDS credit availment.

Bringing relief and certainty to taxpayers, the CBDT has also spelt out the situations and the procedure through which the tax credit will be made available for persons other than deductees.

The credit for TDS will be allowed to persons other than the deductees only in cases where the relevant income is assessable to income tax in the hands of such other person. The new CBDT rule has now settled the position that a person who is liable to pay the tax should be eligible for the TDS credit, say tax experts.

To illustrate this point, consider a situation of winnings from a raffle going to a minor. The tax is deducted before the payment is made to the minor. Under the clubbing provisions of income tax, the income of the minor gets clubbed with those of the parent and gets taxed at the latter’s hands.

As the TDS certificate is in the name of the minor (deductee being the minor), tax authorities at the ground level often deny TDS credit to the parent even though the incomes are clubbed and assessed in the hands of the parent. Now, the CBDT has made it clear that tax credit has to be granted to the parent (the person in whose hands the income is assessable).

Similarly, in a situation where the deductees are joint owners of shares, property and deposits, the CBDT have now said that the TDS credit would be available to the respective joint owners in proportion of their ownership of the asset. Hitherto, no mechanism was available by which all the joint owners in shares, deposits or property could have the right to claim TDS credit.
“The latest CBDT rule on credit for TDS will bring clarity at the ground level. They have gone by the principle that the person who pays the tax should get the tax credit,” Mr Jayesh Thakur, Associate Director, PricewaterhouseCoopers told Business Line.
Till date, tax officers were taking different views on the eligibility for tax credit in situations where the income is assessable to tax in the hands of persons other than the deductee. Hitherto, assessees were often required to go up to the High Courts to get benefit of the TDS credit, point out tax experts.
Trusts, partnership firms
The CBDT has also brought clarity and certainty to the eligibility for availment of TDS credit in respect of trusts, partnership firms and Association of Persons (AOP).
In situations where the deductee is a Trust and the income is assessable in the hands of trustees, the TDS credit should be granted to the trustee. Similarly, where the deductee is partner or karta of a Hindu Undivided Family (HUF) and the income is assessable as the income of firms or the HUF, the TDS credit would have to go to the partnership firm/HUF.
Where the deductee is the Association of Persons (AOP) and the income is assessable in the hands of the members, the CBDT has made it clear that the TDS credit should go to the members of AOP.
The procedure: For persons other than the deductee to get the TDS credit benefit, the deductees are required to file a declaration with the deductor. The declaration should have details of the other person (i.e. the person to whom tax credit is to be given) like name, PAN, payment or credit in relation to whichtax credit is to be given and the reason for giving credit to such person.

The deductor would report tax deduction in the name of such other person to the tax authority. The TDS certificate could also be issued in the name of the person other than the deductee.

In Budget 2008-09, the Government decided that the system of allowing credit to the assessee for TDS/Tax collected at source (TCS) needs a certain degree of flexibility considering the ongoing technological and business process changes.

Instead of providing rigorous conditions regarding the method of giving credit for TDS in the Income TaxAct itself, the Government decided to do this through the rules. That promise has now been implemented by CBDT by bringing the necessary rule for this purpose.

Saturday, 3 September 2011

Celing on Number of Companies on which Practising CS can sign on Annual Return

CEILING ON NUMBER OF COMPANIES OF WHICH MEMBERS IN PRACTICE CAN SIGN ANNUAL RETURN
The Council of the Institute of Company Secretaries of India, in exercise of powers under Clause (2) of Part II of the Second Schedule to the Company Secretaries Act, 1980 has issued a Notification No. 1002:28:DR dated 11th August, 1989 which is reproduced herein below:

"No. 1002/28/DR:- In exercise of the powers conferred by Clause (2) of Part II of the Second Schedule to the Company Secretaries Act, 1980 (Act No. 56 of 1980), the Council of the Institute of Company Secretaries of India hereby specifies that a member of the Institute in practice who is entitled to sign an Annual Return pursuant to the proviso to sub-section (1) of section 161 of the Companies Act, 1956 (1 of 1956) shall be deemed to be guilty of professional misconduct if he signs Annual Returns of more than thirty companies whose shares are listed on a recognized stock exchange, in a calendar year commencing from 1st January, 1989"

Provided, however, in the case of a firm of Company Secretaries, the ceiling of thirty companies aforesaid would apply to each partner therein who is entitled to sign the annual return in terms of the proviso to sub-section (1) of section 161 of the Companies Act, 1956.
This becomes operative for any annual return to be signed on or after 1st October, 1989.
By Order of the Council,


T.P. SUBBARAMAN
Secretary

Amendment in Sec 217(2A) of Companies Act.



Section 217 (2A) Amendment , with effect from 01/04/2011 Vide ClR-03.05.2011.,
With regard to recent amendment in disclosure of employees who are drawing Rs. 60 lakhs and above under Section 217(2A), Yesterday MCA clarified that this amendment shall be applicable to the directors report which is approved by the Board on or after 1st April 2011.

Statute

The Companies (Particulars of Employees) Amendment Rules 2011”.
Effective Date

01-04-2011
Subject Matter

Disclosure of employee’s in the Directors report.

Amendment

These rules shall apply to such employees whose remuneration is
including Government Companies

                    1.         If the employee, employed throughout the financial year was in aggregate remuneration of not less than60 lacs [Earlier it was24 lacs) 

                    2.         If the employee, employed for a part of the financial year was in aggregate remuneration of5 lacs [Earlier 2 lacs.]       


Govt integrates DIN & DPIN.


In a move to avoid duplicity and simplify the process for stakeholders the Ministry of Corporate Affairs has decided to issue only one Director Identification Number (DIN) in place of existing provision of having two separate identification numbers for individual (as DIN) to an individual for becoming a director of a company and DPIN for a designated partner in a Limited Liability Partnership.
 

According to notification issued by Ministry dated July 5, 2011, it has integrated the Director’s Identification Number (DIN) with Designated Partnership Identification Number (DPIN). The new rule has been made effective from July 9, 2011. From now onward the Ministry will issues only one identification for both the purpose.

With the notification coming into effect, no fresh DPIN will be issued. Any person willing to become a designated partner in a Limited Liability Partnership has to obtain DIN by filing e-form DIN-1.

Ministry said that if a person has been allotted DIN, it shall also be used as DPIN for all purposes and if a person has been allotted DPIN it will also be used as DIN for all the purposes.

In case if a person has been allotted both DIN and DPIN, his DPIN will stand canceled and his DIN will be used as DIN as well as DPIN for all purposes.

In another development, MCA has made has made Income Tax Permanent Account Number (PAN) mandatory for obtaining DIN for Indian nationals from May 31, 2011. All existing DIN holders, who have not furnished their PAN so far, will have to furnish their PAN details to the Ministry by September 31, 2011. 

Batch details - ITSM & ISCA

Dear friends, Attached the schedule for CA-Final ISCA syllabus . IPCC Update : Announcing the regular batch for I...