Companies (Auditor’s Report) Order,2015:Matters to be included in the Auditor’s Report

Ministry of Corporate Affairs has issued the order on 10th April 2015: Companies (Auditor’s Report) Order,2015 (CARO 2015) order specifically prescribe the matter which has to be included or reported by the Auditors (Chartered Accountants)of the Company.

Applicability of CARO 2015: It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act, 2013. Comments/reporting is required from the auditor related to matters of fixed assets, inventory, loans & advances take /given by the company, internal control of the company, cost records, Payment of statutory dues, end use of funds taken by the company.Where auditor comments on any matter is negative/unfavorable then auditor has to give the reason for such unfavorable comments

But CARO 2015 will not be applicable on  

  • a banking company
  • an insurance company
  • a company licensed to operate under section 8 of the Companies Act
  • a One Person Company as defined under clause (62) of section 2 of the Companies Act
  • a private limited company with a paid up capital and reserves not more than rupees fifty lakhs and which does not have loan outstanding exceeding rupees twenty five lakhs from any bank or financial institution and does not have a turnover exceeding rupees five crore at any point of time during the financial year.

Matters to be Included in CARO 2015: Auditors has to comment on the following matters in his audit report

Comment on Fixed Assets 

(a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

Comment on Inventory/Stock

(a) whether physical verification of inventory has been conducted at reasonable intervals by the management; (b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported; (c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

Comments on Loans & Advances given by Company

whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) whether receipt of the principal amount and interest are also regular; and (b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

Comments of Internal Control 

(iv) is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

Comments on Loans & Advances taken by Company

(v) in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

Comments of Cost Records 

(vi) where maintenance of cost records Government under sub-section (l) of section been specified by the Central of the Companies Act, whether such accounts and records have been made and maintained:

Comments of Statutory Dues/ Tax Liability  

(vii) (a) is the company regular in depositing undisputed statutory dues including provident fund, employees’state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues with the appropriate authorities and ii not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor. (b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amount$ involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute). (c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

Comments on Accumulated Losses by Company

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

Comments on  defaulted in repayment of dues to a financial institution

(ix) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? tf yes, the period and amount of default to be reported:

Comments on guarantee for loans taken by others

(x) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

Comments on end use of loan taken by the Company

(xi) whether term loans were applied for the purpose for which the loans were obtained;

Comments on any fraud on or by the company has been noticed or reported 

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

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Extension of THE COMPANY LAW SETTLEMENT SCHEME, 2014 From 15 .10.2015 TO 15.11.2014

Ministry of Corporate Affairs through Circular No 40/2014 has extended the THE COMPANY LAW SETTLEMENT SCHEME, 2014 From 15 .10.2015 TO 15.11.2014. Initial details of CLSS, 2014 was available through Circular No 34/2014 and Clarification related to Director Disqualification under section 164(2) and implication of CLSS, 2014. MCA has clarified through General Circular No 41/2014 that The Companies who have filed their Balance Sheet and Annual Return, their directors will be  disqualified for prospective Default only.

Download Companies MCA Circular No 34/2014,  Circular No 40/2014 and Circular No 41/2014

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Draft Notification MCA: Applicability of Section 43, 47, 62(1) (2), 73, 101 to 107, 109, 141(3), 160, 162, 196(4) (5),180, 185, 188, 203(3) to Private Limited Companies

MCA has issued the draft notification for public comments: Points covered under the notification are related to the applicability of the different provisions to the Private Limited Companies. Applicability of Section  43, 47, 62(1) (2), 73, 101 to 107, 109, 141(3), 160, 162, 196(4) (5),180, 185, 188, 203(3) to Private Limited Companies

[DRAFT NOTIFICATION]
(FOR PUBLIC COMMENTS TILL 1ST JULY, 2014)

Placed on website of MCA; 24/06/2014

[TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY, PART II, SECTION 3, SUB-SECTION (i)]

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 2014

G.S.R. ___ (E). – In exercise of the powers conferred by clauses (a) and (b) of subsection (1) of section 462 of the Companies Act, 2013 (18 of 2013), the Central Government hereby, in public interest, directs that the provisions of sections 43, 47, Clause (a) and (b) of sub-section (1) and sub-section (2) of section 62, 73, 101 to 107, 109, clause (g) of sub-section (3) of section 141, 160, 162, sub-sections (4) and (5) of section 196, section 180, section185, section 188, sub-section (3) of section 203 of the Companies Act, 2013 shall apply to a private Company with the modifications set out below, a copy of this notification having been laid in draft before both Houses of Parliament as required by sub-section (2) of section 462 of the said Act, namely:-

SN Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013 Exceptions/ Modifications/Adaptations Section Not Applicable
1 Chapter IV, section 43 and section 47 [Both whole] Shall not apply Section 43- Kinds of share capital And Section 47- Voting rights
2 Chapter IV, clause (a) of sub-section (1) of section 62) and sub-section (2) of section 62 Shall apply with the following modification:-
Words ‘not being less than fifteen days and not exceeding thirty days’ shall be substituted with ‘not being less than seven days and not exceeding fifteen days’
Section 62- Further issue of share capital (except sub-sections
(4) to (6))
3 Chapter IV, clause (b) of sub-section (1) of section 62 Shall apply except that instead of special resolution, ordinary resolution would be required Section 62- Further issue of share capital (except sub-sections
(4) to (6))
4 Chapter V, sub-section (2) of section 73 Shall not apply to private companies having 50 or less number of members if they accept monies from their members not exceeding twenty five per cent of aggregate of the paid up capital and free reserves or one hundred per cent of the paid up capital, whichever is more, and which inform the details of such monies to the Registrar in the prescribed manner Section 73- Prohibition on acceptance of deposits from public.
5 Chapter VII, sections 101 to 107 and section 109 [All whole] Shall apply unless
– otherwise specified in respective sections or
– unless articles of the private company otherwise provide.
Section 101- Notice of meeting and Section 109- Demand for poll.
6 Chapter X, Clause (g) of sub-section (3) of section 141 Shall not apply in respect of appointment of auditors by private companies. Section 141- Eligibility, qualifications and disqualifications of auditors.
7 Chapter XI, section 160( Whole) Shall not apply Section 160- Right of persons other than retiring directors to
stand for directorship.
8 Chapter XI, section 162 [Whole] Shall not apply Appointment of directors
to be voted individually.
9 Chapter XII, Section 180 Shall not apply to private companies having 50 or less number of members Restrictions on powers of
Board.
10 Chapter XII, section 185 Shall not apply to Private companies – (a) which have borrowings from banks or financial institutions or any bodies corporate not more than twice of their paid up share capital or Rs. 50 crore, whichever is lower; and (b) in whose share capital no other body corporate has invested any money”. Loan to directors, etc.
11 Chapter XII, section 188 Shall not apply. Section 188- Related party transactions.
12 Chapter XIII, section 196, sub-section (4) and sub-section (5) Shall not apply. Section 196- Appointment of managing director, whole-time
director or manager.
13 Chapter XIII, sub-section (3), section 203 Shall not apply. Section 203- Appointment of key managerial personnel.

Download Companies Act 2013 pdf

Download Companies Act 2013 as assented by President of India on 29th August, 2013

MINISTRY OF LAW AND JUSTICE
(Legislative Department)
————
New Delhi, the 30th August, 2013/Bhadrapada 8, 1935 (Saka).
The following Act of Parliament received the assent of the President on the 29th August, 2013, and is hereby published for general information:—

THE COMPANIES ACT, 2013
(NO. 18 OF 2013)
[29th August, 2013.]
An Act to consolidate and amend the law relating to companies.
BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:—
CHAPTER I
PRELIMINARY

1. (1) This Act may be called the Companies Act, 2013.
(2) It extends to the whole of India.
(3) This section shall come into force at once and the remaining provisions of this Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different provisions of this Act and any reference in any provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision.

(4) The provisions of this Act shall apply to—
(a) companies incorporated under this Act or under any previous company law;
(b) insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act, 1938 or the Insurance Regulatory and Development Authority Act, 1999;
(c) banking companies, except in so far as the said provisions are inconsistent with the provisions of the Banking Regulation Act, 1949;
(d) companies engaged in the generation or supply of electricity, except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003;
(e) any other company governed by any special Act for the time being in force, except in so far as the said provisions are inconsistent with the provisions of such special Act; and
(f) such body corporate, incorporated by any Act for the time being in force, as the Central Government may, by notification, specify in this behalf, subject to such exceptions, modifications or adaptation, as may be specified in the notification.

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Check Company Name Availability Online with ROC, MCA21

How to Check Company Name Availablity for Company Name Registration? Anyone who is apply for registration of Company name or LLP Name, should first check the availability of that Company name or LLP name with ROC/MCA.  This process of checking the availability of company name for registration helps us to prevent any disapproval from ROC/MCA21 for applied name as you have already check the given Company name. So one can check the Company name for prior to approval through online portal of MCA21 website.Download Company Law Form 1A Application form for availability or change of a name of Company

Check Your Mutual Fund KYC Status Online

Company Name Check for registration

 Download Form DIN 1 for Application for allotment of Director Identification Number

 

Download Company Law Form I: Appointment of sole selling agents by the company

Download Company Law Form I: Form No I used as a Form of application for approval of the Central Government for the appointment of sole selling agents by the company

How to e-file Form I of Company Law

 Enter the ‘Corporate Identity Number’ (CIN) of the company.

Enter following details for the company

  • Date as on which the share holding pattern of the applicant company is provided
  • Specify the percentage holding for the different categories given in the eForm.
  • Enter the total number of share holders of the company- in thousand.

In case the sole selling agent is a company then enters following details:

  • Date as on which the share holding pattern of the sole selling agent company is provided
  • Enter CIN of the sole selling agent.
  • Specify the percentage holding for the different categories given in the eForm.
  • Enter the total number of share holders of the company- in thousand.

Specify the existing selling arrangement of the company 

(i) In case the sole selling agent is a company enters the CIN of the company. 

  • You may find CIN by entering existing registration number or name of the company in the ‘Find CIN/GLN’ service at the MCA21 portal 

  • Click the “Pre-fill” button: System will automatically display the name and registered office address of the company. Please enter the complete address, if the address displayed is not complete. Enter the nature of organizations and principal business of the company

(ii)In case sole selling agent is a person or a firm: Enter the name, nature of organisations, address and principal business of the person or firm

(iiI) If sole selling agent is a partnership firm then enter name of partners with the percentage of profit sharing.

  • Enter following details in case the applicant company, its directors or relatives of the directors hold any share in the sole selling agent if sole selling agent is a company. Number of shares held and the percentage of share holding.
  • Specify the structure and size of organization of the sole selling agent which will be utilized for conducting sale of the company. In case sole selling agent is a company then also provides the CIN of the company.
  • Select whether this is reappointment of a sole selling agent or not. In case of reappointment, enter details for the previous appointment:

    (a) Rate of commission.

    (b) Terms and conditions for the appointment. Enter following details for which the sole selling agent is appointed:

  • (a) Geographical area

  • (b) Terms of commission payable to the sole selling agent

  • (c) Select whether the agreement is on principal –to-principal basis or not. In case of principal to principal basis enter the item/product wise rate of discount allowed.

  • (d) Specify the tenure of appointment.

 Enter the details for the amount of commission earned from the company and expenditure incurred by the sole selling agent for the last three years-if any. 

  • Enter following details for the resolution passed and eForm 23 filed for the appointment;
  • Service request number (SRN) and date of filing of eForm 23 with RoC. Date of passing of resolution.Note: In case the existing company does not have the service request number (SRN) of eForm 23, enter “Z99999999” as SRN of eForm 23 and attach the resolution passed for appointment of sole agent as an optional attachment
  • In case company has appointed any other sole selling agents for the same product in other areas, specify the terms of remuneration to those agents.
  • Specify extent of competition for the same product and company’s share in over all market for the same product in India during last three years and name of the important competitors. If required, user can give details as an optional attachment.

 Attachments

  • Copy of proposed agreement is compulsory to be attached.
  • Certificate from auditor of sole selling agents which certify the figure of expenditure.
  • Details for the interest, if any, of sole selling agent in the share of the company. (Refer format 1 below)
  • Copy of the particulars of directorship in the company held or controlled by the sole selling agent. (Refer format 2 below)
  • Particulars of inter-se relationship to other sole selling agent in other areas for same products of the company.
  • Break-up of sales in respect of each of the last three years (In respect of the product in which the sole selling agent under consideration has been appointed and for the territory for which he has been so appointed). (Refer format 3 below)
  • Foreign shareholding in the principal company and the sole selling agent and the profits remitted to the foreign countries on these shareholdings during the last three years (Refer format 4 below)
  • In case the sole selling agent is a partnership firm, detail of working partners, and details of capital invested in the partnership firm during the last three years and details of the profits earned by the partners during the last three years. (Refer format 5 below)
  • Any other information can be provided as an optional attachment

Declaration

Enter the date of board resolution authorising the signatory to sign and submit the application 

Digital signature

The eForm should be digitally signed by managing director or director or manager or secretary of the company duly authorised by the board of directors

Search Details of Company CIN, GLN, LLPIN using Company Name

Know, Check, Search, Find Details of Company CIN, GLN, LLPIN using Name of Company, ROC registration number etc. one can find the Company Corporate Identity Number (CIN) or Global Location Number (GLN) or Limited Liability Partnership Identification Number (LLPIN) for registration of new company, checking the Status of Company, change of name or searching any data based on CIN/GLN/LLPIN of the company from MCA/ROC website. Anyone can search or find CIN Number of company or LLPIN number of LLP based on ROC Registration number of such company, Search based on existing company/LLP name, Search based of Inactive CIN, Search based on Old Name of Company/LLP.

Search based on Existing Company/LLP Name: Search word or name which ends, Is, Starts with or contains anywhere.

Search Company CIN/GLN/LLPIN Check Company CIN based on name of company, Search ROC Address

Search based on ROC Registration Number can be done for following ROC’s

  • Name of ROC: STATE COVERED IN ROC
  • ROC HYDERABAD: ANDHRA PRADESH
  • ROC SHILLONG: ASSAM, MEGHALAYA, MANIPURA, TRIPURA, MIZORAM, NAGALAND & ARUNACHAL PRADESH
  • ROC PATNA: BIHAR & JHARKHAND
  • ROC RANCHI
  • ROC GOA: GOA, DAMAN & DIU
  • AOL (acting ROC cum OL) J&K: JAMMU AND KASHMIR
  • ROC ERNAKULAM: KERALA
  • ROC MUMBAI:  MUMBAI
  • ROC PUNE: PUNE, MAHARASHTRA
  • ROC PUDUCHERRY: PUDUCHERRY
  • ROC JAIPUR: RAJASTHAN
  • ROC KANPUR & NAINITAL: UTTAR PRADESH & UTTARAKHAND
  • ROC KALKATA: WEST BENGAL
  • ROC CHENNAI: CHENNAI
  • ROC COIMBATORE:  COIMBATORE, TAMILNADU
  • ROC CHANDIGARH and SHIMLA: PUNJAB, CHANDIGARH & HIMACHAL PRADESH
  • ROC CUTTACK: ORISSA
  • ROC GWALIOR CUM BILASPUR: MADHYA PRADESH & CHHATTISGARH
  • ROC BANGALORE: KARNATAKA
  • ROC AHMEDABAD: GUJARAT
  • ROC DELHI: DELHI & HARYANA

Company Registeration Fees

Authorised Share Capital Registration Fees
1,00,000 4000
From 1,00,001 to 5 Lacs 4000 + Rs.300 per Rs.10000 or part thereof
From 5,00,001 to 50 Lacs 16000 + Rs.200 per Rs.10000 or part thereof
From 50,00,001 to 1 Crore 106000 + Rs.100 per Rs.10000 or part thereof
Above 1 Crore 156000 + Rs.50 per Rs.10000 or part thereof

Rate of Depreciation under Income Tax Act

One of the basic difference in income tax depreciation calculation and companies act depreciation other than rates of depreciation is method of calculation. Under income tax only written down value method is allowed means each year value of asset is reduced by depreciation amount and next year depreciation is calculated on that reduced value of asset. Whereas under companies act depreciation can be calculated on Straight line method or Written down value method (SLM Method or WDV Method).

Income tax Act depreciation rate: Also Read List of Income Taxable as Profits and Gains of Business or Profession

  1. An asset acquired during previous year and is put to use for less than 180 days during the year – Half of usual depreciation
  2. Additional depreciation at the rate of 20% over and above of normal rate shall be allowed to and industrial undertaking for any new plant & machinery acquired and installed after31.03.2005 u/s 32(iia)Read Depreciation on Goodwill and Goodwill is treated as asset under section 32 of the Income Tax Act, 1961

Company’s Act depreciation rate:

  1. Pro rata basis from the date of additional or upto the date of sale / discarded.
  2. Assets whose actual cost does not exceed Rs. 5000/- shall be provided depreciation at the rate of 100%
Particulars

Income Tax

Company’s Act

% WDV

% WDV

% SLM

A.Y.

Single Shift

Single Shift

Computers

60%

40%

16.21%

Plant and machinery

15%

13.91%

4.75%

Furniture and fixture

10%

18.10%

6.33%

Cars and vehicles

15%

25.89%

9.50%

Cars vehicles used on hire

30%

40%

16.21%

Building – Non residential

10%

10%

3.34%

Building – Residential

5%

5%

1.63%

Books owned by Professionals
i)Books being annual publications

100%

ii)Books other than i) above

60%

Books owned by assessee carrying on business in running lending library

100%

Know how, patent, copy right, trademarks

25%

 Read Amortize Preliminary Expenses under section 35D