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[incorp-india]

Legal Structure For Carrying Out Charitable Activities

Charity begins at home, and home for some people is not just the family, but their society, their state, their country and the world in which they live. It is said that, the person should not be judged by, what he achieves for himself, but by what he achieves for society at large. In the words of Mr Azim Premji, who is one of the world’s top philanthropists, “You cannot mandate philanthropy. It has to come from within, and when it does, it is deeply satisfying”. Even though Mr Azim Premji was not in favour of mandating philanthropy by way of law, we never the less have one under, The Companies Act, 2013. So, we can do philanthropic activities either when we feel like doing it or when we are mandated by law to do it. In this brief note, we shall guide you as to how one can move forward for carrying out charitable activities, in the best possible structure.

1. Which are the major types of charity?

Charity can be done, either when it is mandated by the law or when one feels like doing it i.e. Suo-moto. Each of the types can be understood as under:

Charity – Suo Moto – We get a lot of things from society and there comes a time, when we feel that we should take a step forward and do something for the society, i.e. people at large. People with similar interest can come together and be a part of the organization and achieve the objective that it sets for oneself.

Charity – Mandated by Law (Corporate Social Responsibility CSR) – As per provisions of Section 135 of the Companies Act, it prescribes 3 conditions and on satisfying any one of the criteria, company is bound to carry out CSR activities:

The company has a net worth of rupees five hundred crores or more, or

turnover of rupees one thousand crores or more or

a net profit of rupees five crores or more during any financial year

The Board of every company that satisfies any of the above conditions shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

2. What structure can be used for carrying out Charitable Activities?

Whether one decides Suo-moto or is mandated by law to do some charity, he can do so by one of the two ways:

Each of the two options mentioned herein can be understood as under:

CSR ACTIVITIES CONDUCTED THROUGH SECTION 8 COMPANY Section 8 of the Companies Act 2013, permits a company to register itself as a not- for- profit company with limited liability to its members. Following are the conditions that it must satisfy —

has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;

intends to apply its profits, if any, or other income in promoting its objects;

intends to prohibit the payment of any dividend to its members

CSR ACTIVITIES THROUGH CHARITABLE TRUST A trust can be formed by a founder along with other trustees. A trust deed is to be drafted and duly registered with the registrar of trusts. Since the power to regulate trusts are covered in List – III of Seventh Schedule of the constitution of India, state and centre can both enact laws. In the state of Maharashtra, Maharashtra Public Trust Act, 1950 (Formerly known as Bombay Public Trust Act) applies to public trusts.

To form a charitable trust, it is very important that the objects of the trust must be for the greater good of the public at large. Charitable purpose includes:

Education

Medical relief

Relief of power by or distress

the advancement of any other object of general public utility

Governance of a trust is the responsibility of the trustees. Legal ownership of trust property vests in the trustees.

3. What is the process of formation of the above entities?

INCORPORATION OF SECTION 8 COMPANY

The Company has to first decide the Charitable Object that it intends to achieve; it can either be one or more.

The Company has to decide on the Share Capital with which it will start the Company and the subscribers to such share capital.

The no. of Directors that will be appointed in the said Company.

Application is required to be filed to Central Government for grant of License.

Other formalities with respect to incorporation are similar to that of any other company which would be incorporated under Companies Act, 2013.

INCORPORATION OF CHARITABLE TRUST

Trust Deed is the charter document, through which Trust communicates its objects.

Identifying the author of the Trust and Trustees who shall run the Trust along with their consent letter.

Registration with the Charity Commissioner.

4. What are the advantages with respect to the structure mentioned above?

ADVANTAGES OF SECTION 8 COMPANY ARE AS UNDER

No requirement of minimum paid-up share capital.

Section 149(1) relates to the minimum and a maximum number of directors. A minimum of three directors in the case of the public company and two directors in case of the private company. This section shall not apply to section 8 Company.

No Specific compliance with respect to the appointment of Independent Directors.

It shall hold at least one meeting within every six calendar months.

The bar on taking up the directorship in more than twenty companies has been relaxed in the case of section 8 companies. Therefore, an individual, if he is eligible, can be a director in more than 20 section 8 companies. This restriction, however, continues to stay for other categories of companies.

There is also relaxation with respect to Quorum required for the conduct of the meeting. Wherein a minimum of two members is required.

ADVANTAGES OF CHARITABLE TRUST

Registration of trust as compared to section 8 company requires less time for incorporation and is easier as regards to compliance.

Trustees have complete control over the trust.

There is no statutory requirement to hold the specified number of meetings.

Documentation, filing of returns and other statutory compliances in comparison to that of section 8 company are less.

5. How Income Tax Law applies to Structure chosen for carrying out Charitable Activities?

Under the Income Tax Act, 1961 there is no difference how trust and section 8 Company is taxed. The taxation of the charitable entity is governed by Chapter III of the income tax which includes section 11, 12, 12A, 12AA/12AB and 13. The Government of India has given various exemptions to charitable and religious trust keeping in view the services they render to the nation. Section 11 deals with the taxation of the income from the property held for charitable purposes. As per the said section, if the charitable entity spends more than or equal to 85% of its total receipts towards its object in India, then there is no tax on balance 15%. It is worthwhile to note that, the amount spend even for the fixed asset of the trust is also eligible to include in 85%.

For registering the Trust or Company first time as Charitable Organization under Income Tax Act, an application has to be before Commissioner of Income Tax (Exemptions) under Form 10A. Commissioner of Income Tax (Exemption), should be satisfied that objects of the trust are charitable in nature, they are not for personal benefits of trustees or directors, an entity has the vision and the same should be coming out from the report reflecting activities which entity will carry out. It can also apply for Certificate under 80-G, wherein donations made to such entity will be Tax deductible.

The exemption is now granted under the Income Tax Act for a period of 5 Years and the certificate has to be renewed every 5 years, by making an application before Commissioner of Income Tax – (Exemption).

COMPARATIVE ANALYSIS BETWEEN SECTION 8 COMPANY AND CHARITABLE TRUST

HEADSECTION 8 COMPANYCHARITABLE TRUST

1. Applicable LawCompanies Act 2013Maharashtra Public Trust, Act 1950

2. Time Required for Incorporation15-20 days8-15 days

3. Registering AuthorityRegistrar of CompanySub-registrar of Registration/Charity Commissioner

4. Name ApprovalApplication has to be made to ROCNo such requirement of approval

5. Minimum members/directorsAt least 2 MembersAt least 2 Trustees

5. Minimum members/directorsAt least 2 MembersAt least 2 Trustees

6. Governing StructureGeneral Body of Directors/ Board of DirectorsGeneral Body/ Board of Trustees

7. Voting RightsVoting Rights vary on the basis of the shareholding.All trustees have equal voting rights.

8. FilingCompany has to submit Annual Audited Accounts and Returns filed by it to the ROC.No documents are required to be submitted to any Registering Authority. Except for submission of Accounts.

9. Meetings4 Board meetings and 1 Annual General Meeting have to be carried out in a year.There is no such provision.

10. Transfer of directorship/membershipDirectorship or membership can be transferred.Trusteeship cannot be transferred.

11. Payment to directors/trusteesGeneral Body of the company can approve to get payment.Trustees cannot receive payment. But if the provision is there in the trust deed than trustees can receive professional fees.

12. Investment by promoters/trusteesNo requirement of minimum capital.No requirement of minimum capital.

13. Liabilities of Directors/trusteesDirectors can be held liable for the acts done by them or for their negligence and the onus is on directors to prove that they are innocent.Trustees can be held liable for the acts done by them or for their negligence and the onus is on charity commissioner to prove that the trustees are guilty.

How can InCorp help you?

Our team at InCorp can not only help you choose the correct legal structure for carrying out charitable activities, but also assist you in complying with all the applicable laws and framework thereafter. We further ensure that while doing charity, organizations are not stuck in the clutches of various legal hurdles and we make it our responsibility to keep charitable organizations compliant of all laws at all points in time.

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[loyallogic]

Can a company run without a director?

In this article, Samadrita C Bhattacharjee currently pursuing Diploma in Entrepreneurship Administration and Business Laws from NUJS, Kolkata discusses the standard operating procedure for appointment of directors when all existing directors have vacated office.

Introduction

The Companies Act, 2013 (hereby referred to as the “Act”) is an Indian Parliamentary Act on Indian Company Law that regulates incorporation, responsibilities and dissolution of a company along with laying clear rules about the roles and responsibilities of the directors, board members, stakeholders and other employees of the company. The Companies Act, 1956 was amended partially after receiving the approval of the President of India on August 29th, 2013. The Act raised the maximum number of members in private companies from 50 to 200. A concept for the structure of a “One Person Company” was also included in the Act.

Who is the director of a company?

A company is a legal entity which has no physical existence. It can only function through its directors who are the officers of the business structure. The directors are appointed by a group of people whose job is to supervise a particular project or program of a company. They are usually members of the governing council or the Board of Management who are expected to act in good faith to achieve the objectives of the company with skill and diligence and exercise their independent judgements.

Section 166 of the Act clearly states the following as the “Duties of Directors”:

(1) A director has to act in accordance with the rules set out by the articles of the company.

(2) A director is expected to act in good faith to promote elements of the company for the benefit of its members and to act in the best interest of the company.

(3) A director is expected to exercise his duties with skill, care and diligence and exercise independent judgement in situations that call for it.

(4) A director is expected not to get involved in any situation in which he may have a direct or indirect conflict of interest.

(5) A director is prohibited from attempting to achieve any undue gain or take advantage of his position to benefit himself or his relatives, partners or associates. If found guilty of any such offence, he will be liable to pay an equal amount to the company.

(6) A director is prohibited from assigning his office or any of his assignments to someone else. If any such offence takes place, the assignments shall be considered void.

(7) A director of a company is prohibited from contravening the provisions of this section of the Act. If found guilty of such an offence, he shall not be fined any less than one lakh rupees. However, the fine shall not extend to more than five lakh rupees.

  What does the Companies Act say about the directors?

In Chapter XI of Section 149 (1) of the Companies Act, 2013, it is clearly mentioned that every single company shall have a board of directors consisting of individual directors. In case of a public company a minimum of 3 directors are needed and in case of a private company, a minimum of 2 directors are needed to ensure smooth functioning of the company. In the case of an OPC (One Person Company) having one director is mandatory, while the minimum number of directors in a producer company have to be five. The maximum number of directors in a company can be 15. A special resolution needs to be passed if a company wants to hire more than fifteen directors.

This chapter of the Act also mentions such class or classes of companies where there has to be one female director. It states every company existing on or before the date of commencement of this Act shall comply with the requirements of the provisions of the subsections as mentioned in the Act within a year of such commencement.

The Act states that it is mandatory to have at least one director who has resided in India for more than one hundred and eighty-two days in the previous calendar year.

Can all directors of a company resign at the same time?

In Chapter 4 of the Ministry of Corporate Affairs (MCA), it states that the resignation of a director should be treated as a choice exercised by the director of a company. Although it is an extremely rare case where all directors of a company resign at the same time, such a situation is possible in the following scenarios:

Full board disqualification

A full board disqualification is never imposed by the government but always achieved by the directors of a company themselves.

Irrespective of the list prepared by the Government of India, if any director who has been disqualified under Sections 164 and 167 of The Companies Act, 2013 continues to work, it is considered to be unlawful and calls for immediate expulsion. In a situation such as this, a company shows the door to disqualified directors to save the company from further embarrassment.

Full board resignation

All the members of the board may resign for a number of reasons though it may seem like a distant imagination in a country like ours which has a majority of family-run firms. If such a situation ever occurs, it is honourable for the directors to vacate their offices respectfully.

This situation of full board disqualification has been foreseen in Section 167(3). In both the private and public structures of a company, if a situation arises when all the directors of a company have resigned from their offices or vacated their offices under section 167, the promoters or, in their absence, the Central Government shall be vested with the power to appoint the required number of directors who shall hold offices until the new directors are appointed by the company after conducting a general meeting.

What happens when all directors of a company resign at the same time?

Even when all directors of a company resign at the same time the company does not stop functioning. The concept of perpetual succession comes into play and a new set of directors are appointed who are expected to carry forward the legacy and goodwill of the company.

Section 168(3) of The Companies Act, 2013 states that when all directors of a particular company resign from the Board, the promoter or the Central Government, in absence of a promoter, shall appoint the required number of directors who are going to hold the office until new directors can be appointed in a general meeting.

This section states that a director may resign from his office by giving a notice in writing to the company; the Board on receipt of such a notice shall make note of the same and inform the Registrar in such manner, within the stipulated time frame and in such form as may be prescribed in the Act. It also states that the Board shall put the fact of such resignation in the report of directors laid in the meeting by the company that immediately follows such an act, provided that a director shall forward a copy of his resignation along with detailed reasons for his resignation to the Registrar within thirty days of the resignation, in such manner as may be mentioned in the Act.

Who is responsible when all the directors of a company resign?

If a company is left with no appointed director, the shareholders of the company may have the authority to appoint new directors. According to The Companies Act, 2013 there is no vested power for the shareholders to appoint directors and this power has been delegated to the Board of members of the company. However, case laws suggest that the shareholders can act instead of the Board through conducting a general meeting. The Act mentions that the members of a company should have the power to call for a general meeting. If the articles mention of no such power, an application may be needed to be made to the court, which can intervene in the matter and call for a general meeting, which is otherwise impractical to be called under the articles of The Companies Act.

How do you assign new directors?

Usually, companies where all directors have resigned face a lot of difficulties while filing the forms for the appointment of new directors as the adopted bureaucracy of our country plays a big role in such proceedings. In such companies where no authorized signatory director is available due to deactivation of DSC of resigning director on the filing of DR11. Therefore, the appointment of directors through e form cannot be filed. The MCA issued a clarification vide General Circular No. 3/2015, dated March 3rd, 2015 that states that the RoC may allow any one of the resigned directors, who was an authorised signatory of the company, to file the e-form as applicable and subject to compliance of other provisions of the Act of 2013.

The process to be followed in the appointment of new directors

As per the internal circular of the MCA dated 6th October 2017, the following should be followed as the Standard Operating Procedure(SOP) for the appointment of new directors for the vacant board of non-compliant companies in accordance with the terms of Section 164(2):

Power given under Section 167(3)

The power to appoint directors in case of a vacant board falls under this Section of the Act where the promoters of a company, or their absence, the Central Government shall hold the power to appoint the required number of directors to hold office until the directors are appointed by the company in a general meeting.

Although the standard operating procedure does not mention anything about where the Central Government shall call for such a general meeting to get the required number of directors appointed, it states that either the promoter or shareholders can appoint the minimum number of directors.

Calling for a General Meeting

Public Company

In case of a public company that has a company secretary, a notice may be issued by the Company Secretary to call for a general meeting in which new directors can be appointed. In cases where there is no company secretary, the promoter or a member of the Board may take the needful action by calling a general meeting.

As per the procedure laid down in the internal department letter, to standardise the Restoring Process of Appointment of Directors in cases of Vacant Board, the quorum requirements as mentioned under Section 103 of the Act may or may not be fulfilled. The resolution, however, needs to be passed by a minimum number of members as required to constitute a public company.

Private Company

In the case of a private company, a promoter or any member of the Board can issue a notice to call for a general meeting in which new directors can be appointed. The resolution needs to be passed by a minimum number of members as required in order to constitute a private company.

Notice and Explanatory statement

The Notice issued shall include a resolution to appoint the minimum number of directors required and also include a general authority to such appointees for any compliance and representation that they make on the company’s behalf. The explanatory statement shall cover the detailed explanation for such new appointments and provide details for the purpose of such new appointees.

Documents required to be prepared and submitted to the MCA

Form DIR-2 (ie, consent to act as a director in the format enclosed in Enclosure-1) along with an address and identity proof.

Form MBP-1 shall be in the format enclosed (Enclosure-1) and it shall set out the interest of the appointees in other companies.

Form DIR-8 (Enclosure-3) providing the intimation of directors as per section 164(2) Rule 4 of Companies Rules 2014 (Appointment and Qualification of Directors).

Proof of shareholding of the promoters or shareholders, who are eligible to appoint new directors, in the form of the Register of members, share certificates, certification by professional with the membership number, etc, the authenticity if which has been certified by a practising professional such a PCS, PCA or Practising Cost Accountant. The field of professional has not been clearly stated in the Act.

A copy of the resolution for the appointment of the new directors along with a copy of the notice and explanatory statement.

An affidavit signed by the new director duly notarized in the format enclosed (Enclosure-4) shall need to be submitted by the promoter or the shareholders with the request letter clearly state the following:

The company does not have any qualified directors at the time of the appointment of the new director.

The fact of his appointment as discussed in the general meeting held prior to his appointment. The attendance sheet of the general meeting shall be enclosed with the affidavit.

Undertaking to pay the required amount for insertion of the name of the newly appointed director from the back end.

The newly appointed director has been given all the necessary powers for making compliances, representing the company and undertaking any other action necessary in the interest of the company.

In addition to the submission of hard copies of the aforesaid documents, it has also been suggested that all such documents may be submitted as soft copies in a portable format.

Conclusion: What do the newly appointed directors have to keep in mind?

The newly appointed directors shall have the foremost task of making the default as mentioned under Section 164(2)(a) of the Act so that all the other compliances may smoothly be processed by the company. The Companies (Amendment) Bill of 2017 allows a cooling period of six months to file all such procedures. It does not provide any such compliance making period. Once the SOP has been executed, the status of the newly appointed directors will be decided upon. Whether the appointees shall be treated as disqualified till the time they make the filing with the Registrar of Companies (RoC) or, if the RoC will allow them with reasonable time for making the compliances without treating them as disqualified is the question to be decided upon.

The post Can a company run without a director? appeared first on iPleaders.

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[juudgeblog]

Can a company run without a director?

In this article, Samadrita C Bhattacharjee currently pursuing Diploma in Entrepreneurship Administration and Business Laws from NUJS, Kolkata discusses the standard operating procedure for appointment of directors when all existing directors have vacated office.

Introduction

The Companies Act, 2013 (hereby referred to as the “Act”) is an Indian Parliamentary Act on Indian Company Law that regulates incorporation, responsibilities and dissolution of a company along with laying clear rules about the roles and responsibilities of the directors, board members, stakeholders and other employees of the company. The Companies Act, 1956 was amended partially after receiving the approval of the President of India on August 29th, 2013. The Act raised the maximum number of members in private companies from 50 to 200. A concept for the structure of a “One Person Company” was also included in the Act.

Who is the director of a company?

A company is a legal entity which has no physical existence. It can only function through its directors who are the officers of the business structure. The directors are appointed by a group of people whose job is to supervise a particular project or program of a company. They are usually members of the governing council or the Board of Management who are expected to act in good faith to achieve the objectives of the company with skill and diligence and exercise their independent judgements.

Section 166 of the Act clearly states the following as the “Duties of Directors”:

(1) A director has to act in accordance with the rules set out by the articles of the company.

(2) A director is expected to act in good faith to promote elements of the company for the benefit of its members and to act in the best interest of the company.

(3) A director is expected to exercise his duties with skill, care and diligence and exercise independent judgement in situations that call for it.

(4) A director is expected not to get involved in any situation in which he may have a direct or indirect conflict of interest.

(5) A director is prohibited from attempting to achieve any undue gain or take advantage of his position to benefit himself or his relatives, partners or associates. If found guilty of any such offence, he will be liable to pay an equal amount to the company.

(6) A director is prohibited from assigning his office or any of his assignments to someone else. If any such offence takes place, the assignments shall be considered void.

(7) A director of a company is prohibited from contravening the provisions of this section of the Act. If found guilty of such an offence, he shall not be fined any less than one lakh rupees. However, the fine shall not extend to more than five lakh rupees.

  What does the Companies Act say about the directors?

In Chapter XI of Section 149 (1) of the Companies Act, 2013, it is clearly mentioned that every single company shall have a board of directors consisting of individual directors. In case of a public company a minimum of 3 directors are needed and in case of a private company, a minimum of 2 directors are needed to ensure smooth functioning of the company. In the case of an OPC (One Person Company) having one director is mandatory, while the minimum number of directors in a producer company have to be five. The maximum number of directors in a company can be 15. A special resolution needs to be passed if a company wants to hire more than fifteen directors.

This chapter of the Act also mentions such class or classes of companies where there has to be one female director. It states every company existing on or before the date of commencement of this Act shall comply with the requirements of the provisions of the subsections as mentioned in the Act within a year of such commencement.

The Act states that it is mandatory to have at least one director who has resided in India for more than one hundred and eighty-two days in the previous calendar year.

Can all directors of a company resign at the same time?

In Chapter 4 of the Ministry of Corporate Affairs (MCA), it states that the resignation of a director should be treated as a choice exercised by the director of a company. Although it is an extremely rare case where all directors of a company resign at the same time, such a situation is possible in the following scenarios:

Full board disqualification

A full board disqualification is never imposed by the government but always achieved by the directors of a company themselves.

Irrespective of the list prepared by the Government of India, if any director who has been disqualified under Sections 164 and 167 of The Companies Act, 2013 continues to work, it is considered to be unlawful and calls for immediate expulsion. In a situation such as this, a company shows the door to disqualified directors to save the company from further embarrassment.

Full board resignation

All the members of the board may resign for a number of reasons though it may seem like a distant imagination in a country like ours which has a majority of family-run firms. If such a situation ever occurs, it is honourable for the directors to vacate their offices respectfully.

This situation of full board disqualification has been foreseen in Section 167(3). In both the private and public structures of a company, if a situation arises when all the directors of a company have resigned from their offices or vacated their offices under section 167, the promoters or, in their absence, the Central Government shall be vested with the power to appoint the required number of directors who shall hold offices until the new directors are appointed by the company after conducting a general meeting.

What happens when all directors of a company resign at the same time?

Even when all directors of a company resign at the same time the company does not stop functioning. The concept of perpetual succession comes into play and a new set of directors are appointed who are expected to carry forward the legacy and goodwill of the company.

Section 168(3) of The Companies Act, 2013 states that when all directors of a particular company resign from the Board, the promoter or the Central Government, in absence of a promoter, shall appoint the required number of directors who are going to hold the office until new directors can be appointed in a general meeting.

This section states that a director may resign from his office by giving a notice in writing to the company; the Board on receipt of such a notice shall make note of the same and inform the Registrar in such manner, within the stipulated time frame and in such form as may be prescribed in the Act. It also states that the Board shall put the fact of such resignation in the report of directors laid in the meeting by the company that immediately follows such an act, provided that a director shall forward a copy of his resignation along with detailed reasons for his resignation to the Registrar within thirty days of the resignation, in such manner as may be mentioned in the Act.

Who is responsible when all the directors of a company resign?

If a company is left with no appointed director, the shareholders of the company may have the authority to appoint new directors. According to The Companies Act, 2013 there is no vested power for the shareholders to appoint directors and this power has been delegated to the Board of members of the company. However, case laws suggest that the shareholders can act instead of the Board through conducting a general meeting. The Act mentions that the members of a company should have the power to call for a general meeting. If the articles mention of no such power, an application may be needed to be made to the court, which can intervene in the matter and call for a general meeting, which is otherwise impractical to be called under the articles of The Companies Act.

How do you assign new directors?

Usually, companies where all directors have resigned face a lot of difficulties while filing the forms for the appointment of new directors as the adopted bureaucracy of our country plays a big role in such proceedings. In such companies where no authorized signatory director is available due to deactivation of DSC of resigning director on the filing of DR11. Therefore, the appointment of directors through e form cannot be filed. The MCA issued a clarification vide General Circular No. 3/2015, dated March 3rd, 2015 that states that the RoC may allow any one of the resigned directors, who was an authorised signatory of the company, to file the e-form as applicable and subject to compliance of other provisions of the Act of 2013.

The process to be followed in the appointment of new directors

As per the internal circular of the MCA dated 6th October 2017, the following should be followed as the Standard Operating Procedure(SOP) for the appointment of new directors for the vacant board of non-compliant companies in accordance with the terms of Section 164(2):

Power given under Section 167(3)

The power to appoint directors in case of a vacant board falls under this Section of the Act where the promoters of a company, or their absence, the Central Government shall hold the power to appoint the required number of directors to hold office until the directors are appointed by the company in a general meeting.

Although the standard operating procedure does not mention anything about where the Central Government shall call for such a general meeting to get the required number of directors appointed, it states that either the promoter or shareholders can appoint the minimum number of directors.

Calling for a General Meeting

Public Company

In case of a public company that has a company secretary, a notice may be issued by the Company Secretary to call for a general meeting in which new directors can be appointed. In cases where there is no company secretary, the promoter or a member of the Board may take the needful action by calling a general meeting.

As per the procedure laid down in the internal department letter, to standardise the Restoring Process of Appointment of Directors in cases of Vacant Board, the quorum requirements as mentioned under Section 103 of the Act may or may not be fulfilled. The resolution, however, needs to be passed by a minimum number of members as required to constitute a public company.

Private Company

In the case of a private company, a promoter or any member of the Board can issue a notice to call for a general meeting in which new directors can be appointed. The resolution needs to be passed by a minimum number of members as required in order to constitute a private company.

Notice and Explanatory statement

The Notice issued shall include a resolution to appoint the minimum number of directors required and also include a general authority to such appointees for any compliance and representation that they make on the company’s behalf. The explanatory statement shall cover the detailed explanation for such new appointments and provide details for the purpose of such new appointees.

Documents required to be prepared and submitted to the MCA

Form DIR-2 (ie, consent to act as a director in the format enclosed in Enclosure-1) along with an address and identity proof.

Form MBP-1 shall be in the format enclosed (Enclosure-1) and it shall set out the interest of the appointees in other companies.

Form DIR-8 (Enclosure-3) providing the intimation of directors as per section 164(2) Rule 4 of Companies Rules 2014 (Appointment and Qualification of Directors).

Proof of shareholding of the promoters or shareholders, who are eligible to appoint new directors, in the form of the Register of members, share certificates, certification by professional with the membership number, etc, the authenticity if which has been certified by a practising professional such a PCS, PCA or Practising Cost Accountant. The field of professional has not been clearly stated in the Act.

A copy of the resolution for the appointment of the new directors along with a copy of the notice and explanatory statement.

An affidavit signed by the new director duly notarized in the format enclosed (Enclosure-4) shall need to be submitted by the promoter or the shareholders with the request letter clearly state the following:

The company does not have any qualified directors at the time of the appointment of the new director.

The fact of his appointment as discussed in the general meeting held prior to his appointment. The attendance sheet of the general meeting shall be enclosed with the affidavit.

Undertaking to pay the required amount for insertion of the name of the newly appointed director from the back end.

The newly appointed director has been given all the necessary powers for making compliances, representing the company and undertaking any other action necessary in the interest of the company.

In addition to the submission of hard copies of the aforesaid documents, it has also been suggested that all such documents may be submitted as soft copies in a portable format.

Conclusion: What do the newly appointed directors have to keep in mind?

The newly appointed directors shall have the foremost task of making the default as mentioned under Section 164(2)(a) of the Act so that all the other compliances may smoothly be processed by the company. The Companies (Amendment) Bill of 2017 allows a cooling period of six months to file all such procedures. It does not provide any such compliance making period. Once the SOP has been executed, the status of the newly appointed directors will be decided upon. Whether the appointees shall be treated as disqualified till the time they make the filing with the Registrar of Companies (RoC) or, if the RoC will allow them with reasonable time for making the compliances without treating them as disqualified is the question to be decided upon.

The post Can a company run without a director? appeared first on iPleaders.

Can a company run without a director? syndicated from https://namechangersmumbai.wordpress.com/

[touristguidebuzz]

Singapore’s Cruise Ships Are Luring Indian Visitors in Droves

Singapore's cruise ships are luring visitors from India, stealing business from the city-state's casinos. Bloomberg

Skift Take: Indians are flocking to Singapore because the city-state is a hub port near many attractive Southeast Asian cruise destinations in Malaysia, Thailand, and Vietnam. Cruise lines are adding ships and routes, which could fuel the trend.

— Sean O'Neill

When Indian architect Rahul Maini and his parents embarked on their first trip abroad in May, Singapore was their destination of choice. But the trio wasn’t going for the hawker food or even the city-state’s casinos — they were there to get on a ship.

The equatorial island has become a flourishing entry point for Indian cruise-ship passengers, bolstering sales for operators, including Royal Caribbean Cruises Ltd. and Genting Hong Kong Ltd. About 100,000 Indians sailed from Singapore last year, 29 percent more than in 2015, making India the biggest market for cruises departing from the Southeast Asian nation, according to the Singapore Tourism Board.

“We chose to go on a cruise because we could visit three countries in one short trip,” said Maini, 26, whose four-day cruise on Royal Caribbean’s Voyager of the Seas took in the Malaysian city of Penang and the Thai island of Phuket. The family spent about $7,700, which Maini said was “expensive, but worth it.”

The expenditure is part of the 777.3 billion rupees ($12 billion) that Euromonitor International predicts middle-class Indians will shell out on overseas leisure travel this year. The market is expanding about 10 percent annually and will eclipse 1 trillion rupees by 2020, the research company says.

While the Middle East and France are the most-popular overseas destinations for Indians, Singapore is expected to register a 59 percent jump in arrivals from the world’s second most-populous country from 2015 to 2020, according to Euromonitor. Among the city-state’s top 10 inbound passenger markets, India is the fastest-growing, according to Changi Airport Group, which manages Singapore’s international airport.

The number of arrivals from India increased 15 percent in the first five months of this year, compared with a year earlier — outperforming China by 3 percentage points. Many of the tourists are like the Mainis, who come mainly to join a cruise.

Fly-Cruise Tourism

“Fly-cruise tourism has really taken off among Indian tourists,” said Chayadi Karim, a research associate with Euromonitor.

The number of Indian passengers on Royal Caribbean ships jumped 149 percent so far this year, compared with the same period last year. This includes the peak summer school holiday period that runs in India from May to June, said Sean Treacy, the company’s Asia Pacific managing director.

“Singapore is a regional-hub port which is near many attractive Southeast Asian cruise destinations in Malaysia, Thailand and Vietnam,” Treacy said. Voyages from Singapore offer Indian tourists the convenience of visiting multiple destinations across different countries on a single trip while unpacking only once, he said.

The number of cruise passengers from India leaving via Singapore has been increasing by least 10 percent a year annually, said Michael Goh, senior vice president of international sales for Genting Cruise Lines, and the company is “optimistic” about continued growth.

“Perceptions of cruising among Indian travelers are fast-changing,” Goh said, adding that the unit of Genting Hong Kong counts among its cruising clientele first-timers, singles, couples, senior citizens, multigeneration families and Indians with a higher disposable income.

Local Touches

Princess Cruises, a unit of Carnival Corp., also sees “positive growth from the Indian market,” including honeymooners, said Farriek Tawfik, the company’s Southeast Asia director. There’s also a tendency among Indian expatriates living in Singapore to invite relatives to join them on a cruise, he said.

Royal Caribbean is adding more cruises for India’s summer school holidays, Treacy said. Voyager of the Seas will go on 18 cruises during the holidays next year, 14 more than in 2016. The number of cruises for Mariner of the Seas will almost double to 56 during the upcoming winter-spring season from 29 in 2014-2015, he said.

To better accommodate guests from India, the cruise operators offer vegetarian meals, local cuisine and culture, and special events that appeal to South Asian guests.

“More Bollywood music may be played at the pool or disco parties, and more jewelry gift sets, which are popular with Indians, may be procured for sailings that host a higher number of them on board,” Royal Caribbean’s Treacy said.

As for Maini, he said his inaugural overseas holiday has given him the travel bug.

“Singapore was good, but the cruise was better,” the New Delhi resident said. He’s now saving for a cruise from Barcelona, he said.

This article was written by Krystal Chia from Bloomberg and was legally licensed through the NewsCred publisher network. Please direct all licensing questions to legal@newscred.com.

[soorasaab]

Have a lakh of rupees and wondering which motorcycle to buy? Here is our pick of the best BS IV bikes which are priced below Rs. 1 lakh.

Highlights

Customers are leaning towards bikes which are enthusiast centricThe bike segment under Rs. 1 lakh is seeing a lot of activitySome of our picks include the Apache 200, Pulsar NS200 and the Gixxer SF

In the last couple of years, the motorcycle segment under Rs. 1 lakh has seen a lot of activity. Two-wheeler manufacturers are constantly trying to better the balance between practicality and performance. Slowly but surely, buyers in this segment have started accepting two-wheeler models which are enthusiast-centric and can keep it practical at the same time. Keeping this in mind, we have curated a list of two-wheelers which we believe are really good buys in terms of practicality and performance offered and they give you the best bang for your buck, too. So, in case you have a lakh of rupees with you sitting idle and you are looking to buy a two-wheeler, look no further. Here are our top picks.

1. TVS Apache RTR 200 4V: 

(TVS Apache RTR 200 4V)

One of our favourites, the Apache RTR 200 4V not only looks great with its naked street-fighter style appeal but also has performance to boot. TVS has also done well to offer variants with either carburetted or fuel-injected engines. One can also get the Apache 200 with ABS and Pirelli Diablo Rosso tyres instead of the regular TVS Remoras. We strongly suggest that you stick to the Pirellis though. The 197 cc engine churns out 20.21 bhp and 18.1 Nm of torque, which is more than enough power you will ever need in the city. In case you are interested it does 0-60 kmph in less than 4 seconds and reaches 100 kmph from standstill in just 12 seconds. It is an absolute gem of a handler too. The prices for the Apache RTR 200 start at Rs. 92,615 and go up to just over Rs. 1 lakh. Absolute value-for-money bike, we say.

2. Bajaj Pulsar NS200: 

(2017 Bajaj Pulsar NS200)

Bajaj's Pulsar range of motorcycles has always been viewed as great value-for-money motorcycles. The 2017 Pulsar NS 200 was launched earlier in the year and along with a BS IV compliant engine and the auto-headlamp on (AHO) feature it also gets new colours and subtle cosmetic updates. The 199.5 cc engine continues to make 23 bhp of peak power and 18.3 Nm of torque, having a six-speed gearbox. As far as performance is concerned, the Pulsar NS200 offers a peppy ride and will be a good upgrade from a sedate commuter bike as well. The Bajaj Pulsar NS200 is priced at Rs. 96,453.

3. Suzuki Gixxer SF: 

(Suzuki Gixxer SF)

if we consider motorcycles in the 150-160cc category, the Suzuki Gixxer SF is right up there with the best. The Gixxer SF has a 155 cc motor making 14.6 bhp and 14 Nm. The performance is absolute best in its segment and looks good too. You could opt for either a carburetted or a fuel-injected variant and you also get an option to get a disc brake at the rear. The quality of materials used and the overall fit and finish is excellent as well. With prices starting at Rs. 89,659, the Gixxer SF makes for a great purchase.

4. Honda CB Hornet 160R: 

(Honda CB Hornet 160R)

The CB Hornet 160R is yet another lean-mean 160 cc machine that not only looks good but offers good performance as well. Honda has done well to give an aggressive look to the CB Hornet 160R which is quite a refreshing change from its usual design scheme. The CB Hornet 160R gets a 162 cc motor that makes 15.66 bhp and 14.76 Nm of peak torque. It was one of the first BS IV offerings in the Indian two-wheeler market. The prices for the Honda CB Hornet 160 R start from Rs. 85,824 and go up till Rs. 91,622. Definitely worth a consideration if you are looking for a bike below Rs. 1 lakh.

5. Yamaha FZ-S V2.0: 

(Yamaha FZ-S V2.0)

While the FZ-S is not quite the best-seller it used to be after the emergence of other motorcycles in the segment, it still is a good option to buy in the 150 cc space. The FZ-S gets a 149 cc motor that makes 13 bhp and 12.8 Nm. Yamaha began offering a fuel-injected motor on the FZ-S when it launched the V2.0 in 2014. Of course, Yamaha updated the engine to be BS IV compliant for 2017. The prices for the FZ-S start at Rs. 82,789. We would love to see a V3.0 of the FZ-S sometime soon. For its price, the FZ-S is an attractive proposition.

6. Bajaj Avenger 220: 

(Bajaj Avenger Street 220)

Our list would have been incomplete without the new Avenger 220. The Avenger 220 and the 150 were the first Bajaj bikes to get a BS IV engine. Both the Street 220 and the Cruise 220 have a 220 cc engine that churns out 18.8 bhp and 17.5 Nm with a 6-speed gearbox. The Avenger range is also a hit with customers who like to go on long rides and tours and Bajaj is aiming to eat into the sales of Royal Enfield motorcycles, which are similarly priced. The Avenger 220 models, with their cruiser-themed styling and refreshed looks (updated in 2015) have good street presence and sell in decent numbers. If you are looking for swagger and a relaxed ride, the Avenger 220 makes a good case for itself.

7. Bajaj Pulsar 150:

(New New Bajaj Pulsar 150)

The first-generation Pulsar 150 was launched way back in 2001 and ever since, it has been the bread and butter model for Bajaj. The fact that Bajaj has still persisted with it proves its importance to the company. For 2017, the Pulsar 150 got quite a few changes. The cosmetic updates include new colour options, faux carbon-fibre finish and new decals as well. The engine retains its 149.5 cc displacement but gets a few changes. Apart from being BS IV compliant, the bore has been reduced by 2 mm and the stroke has been increased by 4 mm. The engine makes 14 bhp, which is a bhp less than the previous-gen model, but the torque has been increased by 1 Nm to 13.4 Nm. All these changes have made the engine more refined. With a price of Rs. 74,603, the 2017 Pulsar 150 surely is one of the best bikes to lay your hands on in the sub 1 lakh space.

#SooraSaab #Soora #Facebook #News #Gadgets #Technology #sports #Automobile #blog #youtube #smartphones #top #Tumblr

[numistra]

50 Paisa Commemorative Indra Gandhi coin Rs. 149 https://play.google.com/store/apps/details?id=com.numismatic.coinbazzar

50 Paisa Commemorative Indra Gandhi coin..

Country India 

Type Circulating commemorative coin

Year 1985

Value 50 Paise (0.5 INR)

Currency Rupee (decimalized, 1957-date)

Composition Copper-nickel

Weight 5 g

Diameter 24 mm

Thickness 1.5 mm

Shape Round

Orientation Medal alignment ↑↑

References KM# 67

Buyer Will Get 1 Coin.. 

100% Original With Lowest Price...

#unknown #coins #commemorative #lootloosale #republicindiacoins