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CA Vishnu Ram

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  1. Asked: March 28, 2022In: Corporate Laws

    What is a small company?

    CA Vishnu Ram Enlightened
    Added an answer on May 2, 2025 at 11:10 am

    Definition (Section 2(85) of the Companies Act, 2013): A Small Company is a private company that satisfies both of the following conditions: Paid-up share capital does not exceed ₹4 crore; and Turnover as per its last Profit and Loss account does not exceed ₹40 crore. 🆕 (As per MCA Notification dateRead more

    Definition (Section 2(85) of the Companies Act, 2013):

    A Small Company is a private company that satisfies both of the following conditions:

    1. Paid-up share capital does not exceed ₹4 crore; and

    2. Turnover as per its last Profit and Loss account does not exceed ₹40 crore.

    🆕 (As per MCA Notification dated 15th September 2022, and reaffirmed in Budget 2024-25)


    🚫 Exceptions – The following are not considered Small Companies:

    Even if they meet the capital and turnover limits, the following cannot be classified as a small company:

    • A public company

    • A holding or subsidiary company

    • A company registered under Section 8 (non-profit)

    • A company governed by any special Act

    Why Classification Matters?

    Small companies enjoy certain benefits and compliances relaxations, such as:

    • Exemption from cash flow statements.

    • Lesser penalties for defaults.

    • Simplified board meetings and annual returns (can be signed by one director).

    • No need for rotation of auditors.


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  2. Asked: March 28, 2022In: Corporate Laws

    Who can sign share certificates of the company?

    CA Vishnu Ram Enlightened
    Added an answer on May 2, 2025 at 11:08 am

    As per Section 46 of the Companies Act, 2013 and Rule 5(1) of the Companies (Share Capital and Debentures) Rules, 2014, share certificates must be signed by: Two directors of the company — one of whom must be: Managing Director (MD), or Whole-Time Director (WTD), if any. The Company Secretary (CS),Read more

    As per Section 46 of the Companies Act, 2013 and Rule 5(1) of the Companies (Share Capital and Debentures) Rules, 2014, share certificates must be signed by:

    1. Two directors of the company — one of whom must be:

      • Managing Director (MD), or

      • Whole-Time Director (WTD), if any.

    2. The Company Secretary (CS), if the company has appointed one;

      • If there is no Company Secretary, then by any other person authorised by the Board.

    🖊️ Manner of Signing:

    • The signatures of the directors and CS/authorised person may be printed or affixed digitally, but must be:

      • In accordance with the Articles of Association.

      • Properly authorised by a Board Resolution.

      • Compliant with any applicable Secretarial Standards (SS-1).

    💡 Note:

    • Common Seal is not mandatory, but if the company uses one, it should be affixed in accordance with the provisions of the Articles.

    • The certificate must also be issued within 2 months from the date of allotment (Section 56).

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  3. Asked: March 29, 2022In: Corporate Laws

    In case deposit is taken from a person who is both a director and a member of the Company, will such receipt of money be treated as deposit or not?

    CA Vishnu Ram Enlightened
    Added an answer on May 2, 2025 at 11:04 am

    The classification depends on the capacity in which the amount is given — whether as a director or as a member (shareholder) — and the conditions attached to each case. Under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, certain amounts are excluded from the definition of 'depoRead more

    The classification depends on the capacity in which the amount is given — whether as a director or as a member (shareholder) — and the conditions attached to each case.

    Under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, certain amounts are excluded from the definition of ‘deposit’, including:

    📌 1. Amount received from a director (not a deposit)

    As per Rule 2(1)(c)(viii):

    “Any amount received from a director of the company… shall not be treated as deposit provided a declaration is obtained from the director that the amount is not given out of borrowed funds.”

    ✅ Conditions:

    • A declaration in writing that funds are not borrowed.

    • Disclosure in Board’s report.

    📌 2. Amount received from a member (could be a deposit)

    As per Rule 2(1)(c)(vi) (applicable only to private companies under certain exemptions):

    A private company may accept money from its members subject to:

    • Limit of 100% of paid-up share capital + free reserves + securities premium.

    • Filing of Form DPT-3.

    • Compliance with Board resolution and other prescribed conditions.

    🛑 For public companies, money from members is generally treated as deposit, unless it falls under exempted categories.

    💡 Now, if a person is both a Director and a Member, how to treat it?

    • ✅ If the amount is received under Director’s category (with declaration and compliance), it will NOT be treated as deposit.

    • ❌ If the amount is received as a Member/shareholder, it may be treated as deposit, subject to conditions and restrictions — especially in case of public companies.

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  4. Asked: March 29, 2022In: Corporate Laws

    Whether advance taken from customers by real estate company on which no interest has been paid will be treated as advance or deposit as per the Companies Act, 2013?

    CA Vishnu Ram Enlightened
    Added an answer on May 2, 2025 at 11:02 am

    Such advance will NOT be treated as a deposit, if it satisfies certain conditions under the Companies Act, 2013 and its Rules. As per Rule 2(1)(c)(xii) of the Companies (Acceptance of Deposits) Rules, 2014, the following amount is not treated as a deposit: “Any amount received in the course of, or fRead more

    Such advance will NOT be treated as a deposit, if it satisfies certain conditions under the Companies Act, 2013 and its Rules.

    As per Rule 2(1)(c)(xii) of the Companies (Acceptance of Deposits) Rules, 2014, the following amount is not treated as a deposit:

    “Any amount received in the course of, or for the purposes of the business of the company — as an advance for supply of goods or provision of services… provided that such advance is appropriated against supply of goods or services within 365 days from the date of receipt of such advance.”

    In Real Estate Context:

    If a real estate company receives advance from home buyers for allotment of flat/property:

    • ✅ It will be treated as advance, not deposit, if:

      • It is received in the ordinary course of business, i.e., sale of flats/units.

      • The amount is appropriated towards the agreement (like allotment, construction milestone payment etc.) within 365 days.

    • ❌ It will be treated as deposit if:

      • The amount remains unadjusted for more than 365 days, and

      • No refund or documented extension is in place.


    📌 Important Note:

    Even if no interest is paid, the classification depends on purpose and utilization, not interest payment.

    Also, RERA (Real Estate Regulation and Development Act, 2016) mandates that 70% of the amount collected from allottees must be kept in a separate escrow account. However, RERA does not override the Companies Act, so the 365-day limit under Companies Act still applies for determining whether it’s a deposit.

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  5. Asked: March 29, 2022In: Corporate Laws

    What is the preservation period of register of members and annual return under the companies Act, 2013 ?

    CA Vishnu Ram Enlightened
    Added an answer on May 2, 2025 at 10:57 am

    1. Register of Members As per Section 88(1) of the Companies Act, 2013, every company is required to maintain a register of members (ROM), separately for: Equity shareholders, Preference shareholders, and Debenture holders or other security holders. As per Rule 15 of the Companies (Management and AdRead more

    1. Register of Members

    As per Section 88(1) of the Companies Act, 2013, every company is required to maintain a register of members (ROM), separately for:

    • Equity shareholders,

    • Preference shareholders, and

    • Debenture holders or other security holders.

    As per Rule 15 of the Companies (Management and Administration) Rules, 2014:

    “The register of members shall be preserved permanently.”

    ✔ This applies to all companies, whether private or public.

    📝 Note: In case of a company being wound up, the register must be maintained for 8 years after the dissolution of the company.

    2. Annual Return (MGT-7 / MGT-7A)

    Filed under Section 92 of the Companies Act, 2013.

    🕒 Preservation Period:

    According to Rule 15 of the Companies (Management and Administration) Rules, 2014:

    “Copies of all annual returns and certificates shall be preserved for a period of 8 years from the date of filing with the Registrar.”

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  6. Asked: September 22, 2021In: Income Tax

    Which income is charged to tax under the head “Capital Gains”?

    CA Vishnu Ram Enlightened
    Added an answer on April 2, 2025 at 4:54 pm

    According to Section 48 of the Income Tax Act, 1961, the income chargeable under the head “Capital Gains” is determined as follows: Section 48 – Computation of Capital Gains:“The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration receivedRead more

    According to Section 48 of the Income Tax Act, 1961, the income chargeable under the head “Capital Gains” is determined as follows:

    Section 48 – Computation of Capital Gains:
    “The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration received or accruing from the transfer of a capital asset and the cost of acquisition of the asset and the cost of any improvement to the asset, as reduced by the expenditure incurred in connection with the transfer.”

    How Is This Gain Computed?
    The gain is calculated by taking the full value of the consideration (i.e., the sale price or the value received) and subtracting:

    • Cost of Acquisition: The amount you originally paid for the asset.

    • Cost of Improvement: Any additional costs incurred to enhance or upgrade the asset.

    • Expenditure on Transfer: Any expenses directly related to the sale (such as brokerage fees or legal charges).

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  7. Asked: September 22, 2021In: Income Tax

    What is a capital assets?

    CA Vishnu Ram Enlightened
    Added an answer on April 2, 2025 at 4:50 pm

    As per Section 2(14) of the Income Tax Act, 1961): "Capital asset" means property of any kind held by an assessee, whether or not connected with his business or profession, but does not include—(a) Stock-in-trade, consumable stores, or raw materials held for the purpose of business;(b) Personal effeRead more

    As per Section 2(14) of the Income Tax Act, 1961):

    “Capital asset” means property of any kind held by an assessee, whether or not connected with his business or profession, but does not include—
    (a) Stock-in-trade, consumable stores, or raw materials held for the purpose of business;
    (b) Personal effects, that is, movable property held for personal use, other than jewelry.”

    as per above difinartion below is the summary:

    • Not Included as Capital Assets:

      • Business-Related Items: Items like inventory, raw materials, or consumable stores that are used in the course of business.

      • Personal Effects: Generally, personal belongings (like furniture, clothes, etc.) are not considered capital assets—except for jewelry, which is treated as a capital asset.

    • What Is Included as Capital Assets:

      • Investment Properties: Land, houses, or commercial properties.

      • Financial Assets: Shares, mutual funds, bonds, and other securities.

      • Other Valuable Assets: Items like valuable artworks or collectibles can also qualify, provided they are not held as stock-in-trade.

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  8. Asked: September 22, 2021In: Income Tax

    What is long-term capital gain and short-term capital gain?

    CA Vishnu Ram Enlightened
    Added an answer on April 2, 2025 at 4:37 pm

    Section 48 of the Income Tax Act, 1961 provides the basic formula for computing capital gains: Section 48 – Computation of Capital Gains:“The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration received or accruing from the transfer of a cRead more

    Section 48 of the Income Tax Act, 1961 provides the basic formula for computing capital gains:

    Section 48 – Computation of Capital Gains:
    “The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration received or accruing from the transfer of a capital asset and the cost of acquisition of the asset and the cost of any improvement to the asset, as reduced by the expenditure incurred in connection with the transfer.”

    Holding Period Criteria:

    • Listed Equity Shares/Equity Mutual Funds: Assets held for 12 months or less are classified as short-term.

    • Immovable Property (land, buildings): Assets held for 24 months or less are considered short-term.

    • Other Assets (e.g., jewelry, debt funds): Generally, assets held for 36 months or less fall into the short-term category.

    Note: Although Section 48 does not explicitly define “short-term” or “long-term” capital gains, the classification depends on the holding period prescribed for various asset types under the Act and subsequent notifications.

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  9. Asked: September 22, 2021In: Income Tax

    How to compute long-term capital gain?

    CA Vishnu Ram Enlightened
    Added an answer on April 1, 2025 at 12:32 pm

    The computation of Long-Term Capital Gain (LTCG) is specified under Section 48 of the Income Tax Act, 1961. The key factor in determining whether a capital gain is long-term is the holding period of the asset. Section 48 – Computation of Capital Gains:“The income chargeable under the head ‘Capital GRead more

    The computation of Long-Term Capital Gain (LTCG) is specified under Section 48 of the Income Tax Act, 1961. The key factor in determining whether a capital gain is long-term is the holding period of the asset.

    Section 48 – Computation of Capital Gains:
    “The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration received or accruing from the transfer of a capital asset and the cost of acquisition of the asset and the cost of any improvement to the asset, as reduced by the expenditure incurred in connection with the transfer.”


    Explanation in Simple Terms:

    1. Long-Term Capital Asset (LTCA):

      • A capital asset held for more than 36 months qualifies as a long-term asset for most assets like land, buildings, or unlisted shares.

      • For listed securities, equity mutual funds, and debt funds, the holding period is more than 12 months.

      • Jewelry, bonds, and similar assets generally have a 36-month holding period.

    2. Computation of Long-Term Capital Gain (LTCG):
      The capital gain is computed similarly to short-term gains, with the special benefit of indexation for long-term assets. Indexation helps account for inflation, increasing the cost of acquisition and improvement, and thus lowering the capital gain on which tax is computed.

      • Sale Consideration: This is the price you sold the asset for.

      • Cost of Acquisition: This is the original price you paid for the asset, including any additional costs incurred like brokerage fees, registration charges, etc.

      • Cost of Improvement: If you have made any improvements to the asset (like renovation, upgrades, etc.), these costs can also be included.

      • Expenditure on Transfer: This includes any expenses directly related to the sale, like brokerage fees, legal charges, etc.

      • Indexed Cost of Acquisition: The original cost is adjusted for inflation using the Cost Inflation Index (CII).

    3. Formula for LTCG (with Indexation):

      LTCG=Sale Consideration−(Indexed Cost of Acquisition+Indexed Cost of Improvement+Expenditure on Transfer)

    4. Tax Rate:

      • LTCG on listed equity shares and equity mutual funds is taxed at 10% (without indexation), provided the gain exceeds ₹1 lakh in a financial year.

      • LTCG on other assets (e.g., land, property, unlisted shares) is generally taxed at 20% (with indexation).

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  10. Asked: September 22, 2021In: Income Tax

    How to compute short-term capital gain?

    CA Vishnu Ram Enlightened
    Added an answer on April 1, 2025 at 12:30 pm

    The computation of Short-Term Capital Gain (STCG) is specified under Section 48 of the Income Tax Act, 1961. The key factor in determining whether a capital gain is short-term is the holding period of the asset. Section 48 – Computation of Capital Gains:“The income chargeable under the head ‘CapitalRead more

    The computation of Short-Term Capital Gain (STCG) is specified under Section 48 of the Income Tax Act, 1961. The key factor in determining whether a capital gain is short-term is the holding period of the asset.

    Section 48 – Computation of Capital Gains:
    “The income chargeable under the head ‘Capital Gains’ shall be the difference between the full value of consideration received or accruing from the transfer of a capital asset and the cost of acquisition of the asset and the cost of any improvement to the asset, as reduced by the expenditure incurred in connection with the transfer.”


    Explanation:

    1. Short-Term Capital Asset (STCA):

      • A capital asset held for 3 years or less is classified as a short-term asset.

      • For assets like immovable property (land or buildings), the holding period is 36 months.

      • For listed securities, shares, mutual funds, etc., the holding period is 12 months.

      • Other assets (e.g., jewelry, bonds, etc.) typically have a holding period of 36 months.

    2. Computation of Short-Term Capital Gain (STCG):
      The capital gain is calculated as the difference between the sale consideration and the cost of acquisition of the asset. Unlike long-term capital gains, indexation is not applicable to short-term capital assets. However, the following factors must be considered:

      • Sale Consideration: This is the price you sold the asset for.

      • Cost of Acquisition: This is the original price you paid for the asset, including any additional costs incurred like brokerage fees, registration charges, etc.

      • Cost of Improvement: If you have made any improvements to the asset (like renovation, upgrades, etc.), these costs can also be included.

      • Expenditure on Transfer: This includes any expenses directly related to the sale, like brokerage fees, legal charges, etc.

    3. Formula for STCG:

      STCG=Sale Consideration – (Cost of Acquisition+Cost of Improvement+Expenditure on Transfer)

    4. Tax Rate:

      • The tax on Short-Term Capital Gains (STCG) depends on the type of asset. For listed securities or equity mutual funds, the tax rate is 15% (as per Budget 2025 changes).

      • For other assets (e.g., land, buildings), STCG is taxed at the applicable tax slab rates.

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