Form MGT-14

 

Form MGT-14 was introduced in the Companies Act 2013. The purpose was that certain resolutions need to be filed with the Registrar of Companies, after the passing of the same at a Board meeting or Shareholders/Creditors meeting of the company.

As per Section 117 and Rule 24 of Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement, together with the explanatory statement under Section 102, must be filed with the Registrar within thirty days of the passing of the resolution in the prescribed Format i.e.Form MGT-14.

The resolutions have to be filed in the E-form MGT-14 as per below 3 categories: Board Resolutions, Special Resolutions, Ordinary Resolutions.

Sr. No. List of Board Resolutions 1. Issue of Securities, Debentures, whether in or outside India. It may be noted that in the case of shares, the issue of security denotes the issue of a Letter of Offer. 2. Borrow Monies from any sources, including a director 3. Investment of funds of the Company 4. Granting loans or giving a guarantee or providing security in respect of loans 5. Approval of Financial Statements and Board’s report 6. Appointment of Internal Auditors 7. Appointment of Secretarial Auditor 8. Any appointment or Removal of Key Managerial Personnel 9. Any Political Contributions. 10. To make calls on shareholders in respect of money unpaid on their shares 11. Authorizing any buy-back of securities u/s 68. 12. Expansion of the business of the Company 13 Approval of Amalgamation, Merger, or Reconstruction. 14. Acquiring a company or acquiring a controlling or substantial stake in some other company. PRIVATE COMPANIES are exempt from filing resolutions listed in Section 179(3) and Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014. Hence private companies are not required to file MGT-14 for specified matters taken up at its Board Meetings.   Sr. No. Section List of Special Resolutions 1. Section 3 Conversion of Private Limited Company into One Person Company, OPC 2. Section 5 Any Alteration in AOA of the Public Limited Company, that provides amendment in the specified clauses. It can be altered only if conditions restrictive than those applicable in case of special resolution are met 3. Section 8 A section 8 company wishing to convert itself into a company of another kind or alteration of its MOA or AOA 4. Section 12 Shifting the registered office outside the local limits of the city, town, or village where it is situated, but within the same State 5. Section 13 Shifting the registered office from the jurisdiction of one Registrar to another Registrar but within the same State 6. Section 14 Amendment of AOA of a private company for the entrenchment of any provisions. (To be agreed to by all members in a private company) 7. Section 14 Amendment of AOA of a public company for the entrenchment of any provisions 8. Section 13 Changing the name of the company to be approved by special resolution. 9. Section 13(8) A company, which has raised money from the public through Prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company. 10. Section 27 A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution. 11. Section 271 (A) A company may issue depository receipts in any foreign country. Only on authorization by Special Resolution as per the manner and conditions, as may be prescribed. (Section still not applicable) 12. Section 48 Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be modified with the consent of the authorized shareholders, in writing. Or through a Special Resolution passed at a separate meeting of the holders of the issued shares of that class. 13. Section 54 Issue of “Sweat” Equity Shares. 14. Section 55 Issue of preference shares. 15. Section 62(1)(c) Private offer of securities requires approval of the company by special resolution 16. Section 66 Reduction of Share Capital. 17. Section 67(3)(b) Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 18. Section 68 Buy-back of shares 19. Section 71 A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption: Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting. 20. Section 94 Keep registers at any other place in India. 21. Section 140 Removal of Auditor 22. Section 149(10) Re-appointment of Independent Director. 23. Section 165(2) Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors. 24. Section 180(a) To sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 25. Section 180(b) To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 26. Section 180(c) to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed the aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the Ordinary Course of Business. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 27. Section 180(d) To remit, or give time for the repayment of, any debt due from a director. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 28. Section 185 For approving scheme for giving of loan to MD or WTD 29. Section 186 Loan & Investment by company exceeding 60% of paid-up share capital or 100% of the free reserve. 30. Section 196 Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year 31. Schedule V Remuneration to Managerial personnel if, profits of a company are Inadequate. 32. Section – 271 (1) (b) Special Resolution for winding up of the company by Tribunal 33. Section – 271 (1) (b) Special Resolution for winding up of a company. 34. Rule 7(1) Chapter- I Conversion of private company into One Person Company. 35. Section 455 A special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company. 36. Section 248 Approval of Shareholders for Struck off of Company

Sr. No. Section List of Ordinary Resolutions  1.  Section 4 The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Registrar if it is found that the application for the reservation of name with ROC was applied by furnishing false information.  2. Section 16 The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.  3. Section 43 The Issue of equity share with differential rights is required to be authorized by an ordinary resolution passed at a general meeting of the shareholders.  4. Section 61 A company, if authorized by its Articles, by ordinary resolution, can increase or consolidate its capital or sub-divide or cancel shares not taken up  5. Section 62 A private Company shall not offer shares to employees under a scheme of employee’s stock option unless the issue has been approved by the shareholders of the Company bypassing of ordinary resolution.  6. Section 12(6) Approval of general meeting for the issue of bonus shares  7. Section 63 On the recommendation of the Board is required to capitalize the profit or reserves to issue fully paid-up bonus shares.  8. Section 73(2) Approval of general meeting for inviting deposits from members.  9. Section 102 To transact the following businesses at Annual General Meeting Company required passing an ordinary resolution. – The consideration of financial statements and the reports of the Board of Directors and auditors – Declaration of any dividend – Appointment of director in the place of those retiring. – Appointment of, and the fixing of the remuneration of the auditors.    10. Section 139 Appointment of Auditor  11. Section 142 Appointment of Branch Auditor  12. Section 148(3) Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting  13. Section 149 Appointment of Independent Director.  14. Section 151 Appointment of Small shareholder Director.  15. Section 152 Appointment of Director  16. Section- 188 An ordinary resolution is required for entering into any specified contract or arrangement with the related party, in case of Companies having prescribed paid-up capital or the amount of the transaction to be entered exceed the prescribed amount.  17. Section 192 To enter any non-cash transactions in which directors of the Company or holding, subsidiary, or associate Company are involved.  18. Section 196 To appointment of MD, WTD, or manager.

Due Date Compliance calendar for July-2021

 

Due Date Compliance Calendar for July 2021

Date Type of Return/ Form Goods & Service Tax 04.07.2021 GSTR 3B for April 2021 whose turnover is less than 5cr. 05.07.2021 GSTR 3B for May 2021 whose turnover is Greater than 5cr. 10.07.2021 GSTR 7 for June 2021. 10.07.2021 GSTR 8 for June 2021. 11.07.2021 GSTR 1 for June 2021 whose turnover exceeds Rs. 1.5 crore or have not chosen QRMP scheme. 13.07.2021 GSTR 6 for June 2021. 13.07.2021 GSTR 1 for the Quarter ending June 2021 less than 1.5 crore 18.07.2021 CMP-08 for the Quarter ending June 2021. 20.07.2021 GSTR 3B for May 2021 whose turnover is less than 5cr. 20.07.2021 GSTR 5 for June 2021. 20.07.2021 GSTR 5A for June 2021. 20.07.2021 GSTR 3B for June 2021 whose turnover exceeds Rs. 5 crores or have not chosen QRMP scheme. 22.07.2021 GSTR 3B for the Quarter ending June 2021 under QRMP Scheme for State Category A 24.07.2021 GSTR 3B for the Quarter ending June 2021 under QRMP Scheme for State Category B 25.07.2021 ITC-04 for the Quarter ending June 2021. 31.07.2021 GSTR 4 for the F.Y. 2020-21. Income Tax/TDS 07.07.2021 Deposit of TDS/TCS for June 2021. 15.07.2021 TDS return for the last quarter of F.Y. 2020-21. 15.07.2021 TCS return for the Apr-Jun Quarter of F.Y. 2021-22 30.07.2021 Quarterly TCS certificate for the quarter ending June 30 31.07.2021 Certificate of Tax deducted at Source in Form No. 16 required to be furnished to employees for the F.Y. 2020-21. 31.07.2021 TDS return for the Apr-Jun quarter of F.Y. 2021-22 Labour Laws 15.07.2021 Electronic Challan & Return for EPF for June 2021 15.07.2021 ESI Challan and Return for June 2021

Disclaimer: The dates are as per circulars/notifications issued presently, they may change on any further extensions or relaxations

Tax Collected at Source (TCS) Provision on your foreign remittances

Synopsis:-

The Union Budget FY 2021 has introduced a new Tax Collected at Source (TCS) provision on foreign remittance with effect from Oct 1, 2020. As per the mandate, a 5 % (where PAN/ Aadhaar of customer i.e remitter is available) tax collection at source has to be done for all outward remittances over INR 7 lakh, done under the Liberalised Remittance Scheme (LRS), except if it is remitted for the purpose of pursuing education through a loan obtained from any financial institute, then the rate of TCS shall be 0.5%. The same will be collected by Remitter Bank.

If PAN / Aadhaar of the customer i.e. remitter is not available, then TCS shall apply at a higher rate of 10%.

 

Key points on the new tax provision:

 

1.            TCS shall be applicable on the amount in excess of Rs 7 lakh in a financial year and not on the total amount.

2.            In cases where the amount is remitted for the purpose of pursuing education through a loan obtained from any financial institute, the rate of TCS shall be 0.5% on the amount exceeding Rs 7 lakh.

3.            Remitter can claim credit for the tax collected by the Bank, where PAN/ Aadhaar is provided while filing income tax returns (ITR) in India.

4.            TCS is applicable at PAN level and not Account level

Extension of Special Refund Drive till June 16th ,2018

Probably when you guys are reading this article the refund drive organized by CBIC has been closed. But that’s the thing late but not too late.

The Tax department has been cleared more than Rs.7000 crore‘s of IGST/ITC refund to claimants under the special refund drive organized from   “May 31^st to June 14^th, 2018. This information has been shared on their twitter handle.

The CBIC also asked the Exporters/Traders/Other claimants Opportunity of special refund  Fortnight from May 31^st to June 14^th ,2018  and visit their jurisdictional GST office or Custom House/Port and settle pending claims.

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By organizing this kind of drive government is trying to clear backlog of refunds and help to traders and exporters as mentioned by exporters and traders that huge backlog of refund are affecting business due to capital blockage.

As I mentioned in my earlier post that it is not enough to file refund online the exporters /traders need to visit their jurisdictional GST office / Custom house/Port.

There More the Government has been issued a press release and also on their twitter handle mentioning that Extension has been granted for special refund drive till June16th, 2018  so now the traders and exporters have 2  more days for filling their claims for GST refund.

Once Again I will say don't miss this opportunity!!!

Press-releaseLink:-
Press Release on Extention of Special Refund Driveention

GST COLLECTION FOR MAY

GST collection in May declines to Rs 940 billion, misses Rs 1-trillion mark

India collected a Rs 94,016 crore in the form of goods and services tax (GST) in May 2018, up from the average collection of nearly Rs 90,000 crore per month in financial year of 2017-18.The collection for the April was higher than that but in April all the year end adjustments/tax payments are done hence it usually reflects anomaly.  

Press Release

Visit my blog for all the latest updates on GST and Direct Tax 

Special Refund Drive by CBIC for Pending GST Refund

As we all aware that CBIC (Central Board of Indirect Taxes) earlier it was known as CBEC has organized a special refund Fortnight from 31.05.2018 to 14.06.2018 under their initiative of Ease of Doing Business. In this special refund drive they emphasize on two points.

  1.  The Refund claim needs to be filled only with one tax authority. No need to file separately with centre and state for refund of CGST and SGST respectively: - It means we need to file single claim for both state and centre GST on common portal, no need to file separate claims.

2.    It is not enough to file Form GST-RFD-01A on the common portal. Your refund will not be processed until you submit a printout of the form to the jurisdictional tax office- It means we need to visit our local tax authority to submit our claim of refund with supporting documents.

This is second phase of refund drive and govt. is focused to clear GST refund application received on or before 30^th April 2018 for fast track clearance.

A statement has been come from finance ministry that Refund of Rs.14000 crore are pending contrary to the statement of FIEO president Ganesh Gupta’s  RS. 20000 crores estimate.

The First phase of refund fortnight was organized between March 15^th   to March 30^th and CBIC cleared refunds totaling Rs. 17616 crore.

SPECIAL REFUND DRIVE-CBIC PAMPHLET

Last date for filing of GST returns extended-for Jul, Aug

Government today extended the last date for filing of sales and purchase data as well as payment of taxes for the months of July and August so businesses will have more time to file the final GST returns.

Now sales return or GSTR-1 for July will have to be filed by September 10 instead of September 5 earlier and purchase returns or GSTR-2 would be filed by September 25 instead of September 10 earlier.

GSTR-3, which is the match of GSTR-1 and GSTR-2, will have to be filed by September 30, in place of September 15.

With regard to August, the date for filing GSTR-1, GSTR-2 and GSTR-3 has been extended to October 5, October 10 and October 15 from earlier September 20, September 25 and September 30, respectively.

Notifications issued for the extension is under:

MINISTRY OF FINANCE
(Department of Revenue)
(CENTRAL BOARD OF EXCISE AND CUSTOMS)

Notification No. 29/2017-Central Tax

New Delhi, the 5th September, 2017

G.S.R. 1129(E).— In exercise of the powers conferred by the second proviso to sub-section (1) of section 37, first proviso to sub-section (2) of section 38 and sub-section (6) of section 39 read with section 168 of the Central Goods and Services Tax Act, 2017 (12 of 2017) and in supersession of notifications No. 18/2017-Central Tax, dated the 8th August, 2017, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide number G.S.R. 994 (E) dated the 8th August, 2017, No. 19/2017-Central Tax, dated the 8th August, 2017, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide number G.S.R. 995 (E), dated the 8th August, 2017 and No. 20/2017-Central Tax, dated the 8th August, 2017, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide number G.S.R. 996 (E), dated the 8th August, 2017, the Commissioner, on the recommendations of the Council, hereby extends the time limit for furnishing the details or return, as the case may be, specified in subsection (1) of section 37, sub-section (2) of section 38 and sub-section (1) of section 39 of the said Act as specified in column (3) of the Table below for the month as specified in column (2) of the said Table, till the time period as specified in the corresponding entry in column (4) of the said Table, namely:—

TABLE

Sl No.	Month	Details/Return	Time period for furnishing of details/Return
(1)	(2)	(3)	(4)
1.	July, 2017	FORM GSTR-1 FORM GSTR-2 FORM GSTR-3	Up to 10th September, 2017 11 – 25th September, 2017 Up to 30th September, 2017
2.	August, 2017	FORM GSTR-1 FORM GSTR-2 FORM GSTR-3	Up to 5th October, 2017 6 – 10th October, 2017 Up to 15th October, 2017

[F. No. 349/74/2017-GST]

SHANKAR PRASAD SARMA,

                                                                                                             Under Secretary to the Government of India

Notification Link :Notification for due date extention

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