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Ramesh Sharma
Enlightened
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  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    A National Holiday refers to any day that is officially declared by the Government of India as a public holiday (for example, Republic Day, Independence Day, or Gandhi Jayanti). When it comes to holding an Annual General Meeting (AGM), the concept of a national holiday is significant for several reaRead more

    A National Holiday refers to any day that is officially declared by the Government of India as a public holiday (for example, Republic Day, Independence Day, or Gandhi Jayanti). When it comes to holding an Annual General Meeting (AGM), the concept of a national holiday is significant for several reasons:

    • Scheduling Considerations:
      National holidays typically mean that government offices (like the Registrar of Companies) and other essential services are closed. This can affect the practical aspects of conducting the meeting, such as filing related documents or ensuring proper participation.

    • Quorum and Participation:
      Since many directors and shareholders may be unavailable on a national holiday, holding an AGM on such a day could lead to issues with meeting the quorum requirements necessary for a valid meeting.

    • Best Practices:
      Companies are generally advised to avoid scheduling AGMs on national holidays. If an AGM is scheduled on a national holiday, it is often postponed or adjourned to the next working day to ensure full participation and compliance with statutory requirements.

    Conclusion:
    In summary, a “National Holiday” under the Companies Act refers to days when official operations are suspended by government decree. For AGMs, this means companies should plan to avoid these dates to ensure that quorum is met and the meeting can proceed smoothly.

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Ramesh Sharma
Enlightened
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  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    The Companies Act, 2013 lays out clear guidelines on when and where an Annual General Meeting (AGM) should be held. Here’s a quick overview: Timing: Public Companies: Must hold their AGM within 6 months from the end of the financial year. Private Companies: Should conduct the AGM within 15 months frRead more

    The Companies Act, 2013 lays out clear guidelines on when and where an Annual General Meeting (AGM) should be held. Here’s a quick overview:

    • Timing:

      • Public Companies: Must hold their AGM within 6 months from the end of the financial year.
      • Private Companies: Should conduct the AGM within 15 months from the previous AGM.
      • The meeting must be scheduled on a day that is considered a working day, ensuring that essential services (like banks and registrars) are available.

    • Day:

      • The AGM should be held on a working day. This is important because many stakeholders rely on the availability of government offices and other support services on working days.

    • Place:

      • The Board decides on the venue for the AGM. Typically, it’s either the company’s registered office or another location clearly notified in the meeting notice.
      • The chosen venue must be accessible to shareholders, and details of the location must be clearly stated in the notice.

    • Notice Requirements:

      • The company must issue a notice specifying the date, time, and place of the AGM at least 21 clear days in advance of the meeting.

    In essence, the AGM must be held within the prescribed timeframe, on a working day, and at a venue communicated well in advance to all shareholders. This ensures that the meeting is conducted efficiently and that shareholders can participate without any hindrances.

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Ramesh Sharma
Enlightened
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  1. CA Sanjiv Kumar Enlightened Chartered Accountant

    Under the Companies Act, 2013 and the respective rules regarding the inspection of records and registers, companies must allow their members to access and inspect certain documents (such as registers, minutes, and other statutory records). However, when the Articles of Association (AoA) are silent oRead more

    Under the Companies Act, 2013 and the respective rules regarding the inspection of records and registers, companies must allow their members to access and inspect certain documents (such as registers, minutes, and other statutory records). However, when the Articles of Association (AoA) are silent on charging fees for such services, the company is generally not obligated to levy any fees for providing inspection, copies, or extracts.

    Key Points to Understand:

    • Statutory Rights of Members:
      Members have a legal right to inspect the company’s records and registers. This right is protected under the Companies Act, and any fees imposed should not hinder that right.

    • Role of the Articles of Association:
      If the AoA specifically mention fees for providing copies or allowing inspections, then those terms must be followed. However, if the AoA are silent on this matter, there is no statutory mandate requiring the company to charge any fee for these services.

    • Administrative Considerations:
      While the company might incur minor administrative costs in processing requests, there is no requirement to pass on significant fees to members unless the AoA provide otherwise.

    • Best Practices:
      Many companies choose to provide access to these records without charge as a part of good governance and transparency. Even if minimal fees are charged, they should be reasonable and not deter members from exercising their statutory rights.

    Conclusion:

    If your company’s Articles of Association do not specify any fees for the inspection or copying of records and registers, you are not required to charge fees for these services. This approach aligns with the statutory intent to ensure that members can easily access important company documents.

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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    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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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    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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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    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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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    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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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    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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CA Sanjiv Kumar
Enlightened
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  1. CA Vishnu Ram Enlightened

    A subsidiary of a foreign company registered in India will be treated as a public company under the Companies Act, 2013, if its holding foreign company is a body corporate that would be classified as a public company if registered in India. As per the Explanation to Section 2(71) of the Companies AcRead more

    A subsidiary of a foreign company registered in India will be treated as a public company under the Companies Act, 2013, if its holding foreign company is a body corporate that would be classified as a public company if registered in India.

    As per the Explanation to Section 2(71) of the Companies Act, 2013:

    “A company which is a subsidiary of a company, not being a private company, shall be deemed to be a public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles.”

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CA Sanjiv Kumar
Enlightened
Asked: In:

  1. CA Vishnu Ram Enlightened

    ✅ 1. What is a Will? A Will is a legal declaration by which a person (testator) expresses their intention about how their property should be distributed after death. It is governed by the Indian Succession Act, 1925, and can be either registered or unregistered. Both are valid, but registration addsRead more

    ✅ 1. What is a Will?

    A Will is a legal declaration by which a person (testator) expresses their intention about how their property should be distributed after death.

    It is governed by the Indian Succession Act, 1925, and can be either registered or unregistered. Both are valid, but registration adds legal strength.

    🎯 2. Benefits of Registering a Will

    Although registration is not mandatory, registering a Will offers several advantages:

    ✅ Benefit 🔎 Explanation
    Legal Evidence A registered Will is strong legal proof of its authenticity under the Indian Evidence Act, 1872.
    Prevents Tampering Once registered, the original is stored securely with the Registrar. It can’t be destroyed or tampered with easily.
    Protects from Disputes It reduces the risk of challenges in court, especially from family members claiming the Will is fake or forged.
    Easy Retrieval If the original is lost, a certified copy can be obtained from the Sub-Registrar’s office.
    Survives Destruction of Original Even if the original is lost or destroyed, the registered version still holds legal validity.

    📝 3. How to Register a Will in India

    Registration is done under Section 40 of the Registration Act, 1908. Here’s the simple step-by-step process:

    🪪 Step 1: Draft the Will

    • Clearly mention details of the testator, properties, beneficiaries, executor, and any conditions.

    🧑‍⚖️ Step 2: Visit the Sub-Registrar

    • Go to the Sub-Registrar Office in whose jurisdiction the Will is being executed.

    • You may carry the Will with two witnesses (who also sign the Will).

    📅 Step 3: Execution and Witnesses

    • The testator must sign (or affix thumb impression) in presence of two witnesses, who also sign in presence of the testator.

    🧾 Step 4: Pay Nominal Registration Fees

    • The fee for registering a Will is very minimal (usually ₹100 or less, depending on the state).

    📚 Step 5: Registration

    • The Will is recorded and securely stored by the Registrar.

    • The testator can later revoke or replace the Will by executing a fresh one.

    📌 Important Notes:

    • A Will can be registered even after the death of the testator by the executor or legal heirs.

    • Even a registered Will can be challenged in court, but it has stronger evidentiary value.

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