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Accounting Standard And General Notes For Commerce Students

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Ind AS Vs AS: Relevance, Applicability and Critical Issues Maintenance of Registers and Returns Members' Meeting AS 10 (Revised) - Property, Plant and Equipment Companies (Accounting Standards) Amendment Rules, 2016 Management and Administration

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    MAINTENANCE OF REGISTERS AND RETURNS The Companies Act, 2013 requires that a company shall keep certain books known as statutory books and copies of certain documents and deeds at its registered office. The Act places an obligation on the company to file certain returns and documents with the registrar of companies. The various statutory books maintained by the company may include Register of charges, register of members and index, of debenture holders and other security holders, foreign register of members, books of accounts etc. REGISTER OF MEMBERS Section 88 of the Act requires that every company have to maintain register of member indicating each class of equity and preference shares held by each member residing in or outside India. The register should be maintained in Form MGT-I. Every such register maintained shall include an index of the names included therein if the number of members exceeds 50. Besides register of members, every company is required to maintain register of debenture holders/ any other security holders in Form MGT-2. Entries in the registers maintained under section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be. FOREIGN REGISTER A company may, if so authorized by its articles, keep in any country outside India, a part of the register of members. Such a part of register called ('foreign register" containing the names and particulars of the members, debenture- holders, other security holders or beneficial owners residing outside India. The same is to be maintained in Form MGT-3. Entry made in foreign register shall be transmitted to principal register within 15 days. DECLARATION IN RESPECT OF BENEFICIAL INTEREST OF SHARES Beneficial interest in shares depicts the situation where the shares are held in the name of one person but originally relates to some other person. In that case, the person enjoying such privilege has to give a declaration to the Company and the person whose interest in involved have to give a declaration too. As per Section 89 of the Act, a registered owner shall file a declaration with the Company in duplicate (in form MGT-4) about beneficial interest within 30 days of entering the name of beneficial owner in the register or when any change occurs in the interest. The beneficial owner is also required to file with the company a declaration in Form MGT-5 in duplicate within 30 days after acquiring such beneficial interest in shares or when any change occurs in the interest.
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    Where any declaration under section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form MGT-6. Section 90 empowers the Central Government to appoint competent persons to investigate as to beneficial ownership in the needed cases. POWER TO CLOSE REGISTERS Section 91 of the Act allows the company to close the register of members/security holders for a period not exceeding 45 days in a year subject to a maximum limit of 30 days at any one time. In such cases the company has to give notice at least 7 days before. However, SEBI has the power to prescribe a lesser period for Listed Companies. In case of public companies, the notice is to be given in 2 newspapers (Vernacular and English). The same is to be hosted in Company website and website notified by Central Government. In case of private companies, notice to all members will serve as the Book closure notice. ANNUAL RETURN Every Company is required to prepare and file annual return in Form MGT-7 duly signed by a Director and Company Secretary of the Company, If the company is not having a Company Secretary, a Company Secretary in practice needs to sign the return. However, in case of Small Company and One Person Company, MGT-7 is to be signed by a Director only. MGT-7 is to be filed within 60 days from the date of Annual General Meeting and if the AGM is not done within due date, 60 days from the due date for conducting AGM. In case AGM is not conducted, the reason for the same also to be disclosed along with the Annual Return. All the listed companies and other companies having paid up share capital of Rs. 10 crore or more or Company with turnoverfnore than Rs. 50 crore, has to obtain Form MGT-8 certified by Company Secretary in Practice. MGT-8 is a certificate which states that the Annual return states facts relating to the company correctly and adequately and the provisions under the Act has complied by the Company. The company secretary in practice is certifying the Annual return otherwise than in conformity with the requirements of the Act and the Rules thereunder, he shall be punishable with a fine not less than Rs. 50,000/- and which may extend to Rs. An extract of Annual return is to be attached with Board's Report in Form MGT-9. Non-filing of Annual return in 3 years continuously will disqualify the director from becoming the director. In case the returns are not furnished within 270 days from the date of due date of ling returns, in addition to the additional fee penal provisions specified in the Act will also become applicable. In
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    such cases, the company shall be punishable with fine not less than Rs. 50,000/- and which may extend to Rs. and the Officers may be punishable with the fine as same specified for the company or with imprisonment for a period which may extend to 6 months or with both. RETURN FOR CHANGE IN PROMOTERS' STAKE As per Section 93 of the Act, Every Listed Companies shall file a return in Form MGT-IO with the ROC for change of 2% either in value or in volume of shares held by the promoters and top ten shareholders of the company within 15 days from the date of such changes. KEEPING REGISTERS AND RETURNS The registers prescribed under section 88 and copy of annual return as prescribed in section 92 are to be kept at the registered office of the company. However, if approved by a special resolution at general meeting, these registers and returns can be kept at any other place in India in which more than one-tenth of the members reside. In such cases, a copy of the propose special resolution is to be given to the registrar at least one day before the date of general meeting in Form MGT-14. Rule 15 of the Companies (Management and Administration) Rules, 2014 provides that the register of members along with indices shall be preserved permanently. Foreign registers also need to be preserved permanently unless it is discontinued. Other registers specified in Section 88 has to preserved for a period of 15 years from the date of redemption of security. These are to be kept in the custody of the company secretary or any other person authorized by the board for the purpose. Copy of the Annual return and certificates annexed thereto are to be preserved for a period of 8 years from the date of filing with the registrar. INSPECTION OF REGISTERSAND RETURNS The registers and their indices and copies of returns can be inspected by any member, debenture- holder, other security-holder or beneficial owner during the business hours without payment of any fee. However, such inspection can't be done in the period in which these registers re closed as per section 91 of the Act. Any other person can inspect these documents after paying the fees prescribed in the articles of the company, but not exceeding Rs. 50 for each inspection.

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