PRIVILEGES AVAILABLE TO OPC

Section	PRIVILEGES
Section 149	The Company can have a minimum one and maximum 15 directors
Section 3	The Company can be formed with a single member
Section 2(40)	Cash flow statement is not mandatory part of financial statements
Section 48	The resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book
Section 96	Holding of Annual General Meeting is not applicable on OPC
Section 98 and 100 to 111 not applicable on OPC
Section 98	Power of Tribunal to call meetings of members, etc
Section 100	Calling of extraordinary general meeting
Section 101	Notice of the Meeting
Section 102	Explanatory Statement
Section 103	Quorum for Meeting
Section 104	Chairman of the Meeting
Section 105	Proxies
Section 106	Restriction of Voting Rights
Section 107	Voting by Show of Hands
Section 108	Voting through electronic means
Section 109	Demand for Poll
Section 110	Postal Ballot
Section 111	Circulation of Member's Resolution
Section 173	Only 2 Board Meeting in a calender year, one in each half year and at least 90 days  gap between 2 Board Meetings
Section 134(4)	Board Report may contain only the  explanations or comments by directors on reservation/ qualifications by the auditors
Section 137	The OPC is required file a copy of its financial statement along with other documents within 180 days of end of the financial year duly adopted by its member By Nikita Singh

MCA CLARIFICATION ON LOANS TO EMPLOYEES

MCA has clarified that loans and/or advances made by the companies to their employees, other than the managing or whole time directors (which is governed by section 185) are not governed by the requirements of section 186 of the Companies Act, 2013. This clarification will, however, be applicable if such loans/advances to employees are in accordance with the conditions of service applicable to employees and are also in accordance with the remuneration policy, in cases where such policy is required to be formulated.

http://www.mca.gov.in/Ministry/pdf/Circular_04_10032015.pdf

CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY UNDER COMPANIES ACT, 2013

Sr. No	Purpose	Attachments	Remarks
1.	Hold a meeting of its Board of directors to consider and approve the proposal for: ·         Conversion of public company into private company. ·         Alteration of Main Object Clause	The following resolutions must be passed at the meeting: ·         To approve the proposal for conversion of the company into private company. ·         To fix time, date and venue for holding an extraordinary general meeting of the company. ·         To approve notice for the general meeting along with the explanatory statement as required under Section 102 of the Act. ·         To authorize the Director to issue the notice of the general meeting on behalf of the Board.	·         The notice for the general meeting must contain text of the following special resolutions, which will be required to be passed at the general meeting. (a)     Special resolution for altering the articles of the company, as required under Section 14 of the Companies Act, 2013. (b)    Special resolution for changing the name of the company as required under proviso to Section 13 of the Act. (c)     Special resolution for altering the memorandum of association (name clause) of the company in accordance with Section 16 of the Act. (d)    Special Resolution for Alteration of Object Clause
2.	Hold general meeting and have the aforementioned special resolutions passed.
	File Form MGT 14: Within thirty days of passing of the special resolutions.	Attachments: ·         Copy of resolution along with explanatory statement under Section 102; ·         Amended copy of AOA & MOA. ·         Copy of Resolution for alteration of Object Clause
	File e-form No. INC-27: ·         For effecting the conversion of a public company into a private company.	Attachments: ·         Minutes of the members' meeting; ·         Altered MOA & AOA; ·         Order of competent authority; ·         Order for condonation of delay; ·         Optional attachment(s) (if any).	·       Any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Central Government* which shall make such order as it may deem fit. ·       Every alteration of the articles under this section and a copy of the order of the Central Government* approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of 15 days in such manner as may be prescribed, who shall register the same. * This is to clarify that as section 14(1) second proviso of the Companies Act, 2013 has not been enforced as on the date, Thus order of tribunal is not applicable as on date of this article.
	Notice in Newspaper:		·       If the Registrar of Companies so directs, publish a notice in newspaper(s) as per his direction.
	Surrender to the Registrar, the Certificate of Incorporation of the company in order to obtain fresh Certificate of Incorporation consequent upon change of name on conversion of the company into a private Company.		·       It is important to note that the company becomes a private company with effect from the date of approval of the Central Government under the proviso to Section 14 of the Companies Act, 2013, however the change in the name of the company shall be effective from the date of issue of fresh Certificate of Incorporation consequent upon conversion into a private company, by the Registrar of Companies.

Extension for filing CRA-2 for Appointment of Cost Auditor

By Circular http://mca.gov.in/Ministry/pdf/General_Circular_02_2015.pdf MCA has further extended the time limit for filing CRA-2 for Appointment of Cost Auditors upto 31/03/2015.

CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY

To avail the advantages of One Person Company, many of the Corporates are willing to convert their small Private companies into One Person Company (OPC). The conversion will reduce the compliance manifold, this is one of the key reasons of such a conversion. 

Which Private Company can convert into OPC:

Any private company other than a Company registered under section 8 of the Companies Act, 2013 (or section 25 of the Companies Act, 1956) having a paid-up capital of less than Rs. 50 Lac and an average turnover of less than Rs. 2 Crore, in the specified period, can convert itself into OPC.

Laws governing conversion of Private Company Into OPC:

• Section 18 of Companies Act, 2013
• Rule 7(4) of the Companies (Incorporation) Rules, 2014

Procedure :

1. Board Meeting: 

• Approve the conversion subject to approval of members;
• Authorise Directors for providing Affidavit that the conforming that all members and creditors of the company have given their consent for conversion, the paid up capital company is rupees 50 lakhs or less or turnover is less than rupees 2 crores as the case may be;
• Authorise Directors for taking NOC from all the members & Creditors of the Company on the Conversion.
• Calling of General Meeting

     2. General Meeting:

• Pass Special Resolution for conversion of company into OPC

    3. E-filing & Attachments:

        

• MGT - 14: Withing 30 days of passing of the Special Resolution
• INC-6: With NOC received from members & Creditors, Affidavit by Directors, Special Resolution, List of Members & Creditors, Latest Audited Balance Sheet & Profit & Loss Account.INC-6 shall be filed after MGT-14 has been filed and approved. 
• INC-3: The Consent of Nominee in INC - 3 alongwith his/her PAN card and residential proof shall also be attached with INC-6.

~By Nikita Singh~

Checklist for Issue of Non-Convertible Debentures: Unlisted Company(Companies Act, 2013)

Please note as per the provisions of the Companies Act, 2013; for issue of Non-Convertible Debentures (NCDs) whether it be private company or public company if the securities (which includes debentures), if it is proposed to be listed then the listing agreement and securities laws shall be complied with. The Below mentioned checklist only covers the provisions mentioned in the Companies Act, 2013.

CHECKLIST FOR ISSUE OF NCDs

Sr. No.	Activity	Date	Remark
1.	Board Meeting: (i)Proposal for issue of Debentures (iii)  Approval of draft offer letter and authorization to issue the offer letter subject to approval by shareholders (iv) Registering the name of persons to whom offer to be made (v) Authorization for opening of bank account for the purpose of the said issue (vi) Calling of general meeting		The offer letter shall be sent to the person whose name is recorded for the purpose within 30 days of recording his name.
2.	General Meeting: Shareholders’ approval for: (i)                  Borrowing Limits (ii)                Creation of Charge (iii)               Issuance of Debentures		MGT -14 to be filed within 30 days of passing of special resolution This resolution will be valid for a period of one year.
3.	Sending of offer Letter & Opening of Bank Account: The offer letter shall be sent after approval by the shareholders and the bank account shall be opened for receiving the application & allotment money		Offer letter shall be sent within 30 days of registering the name of proposed applicant
4.	Filing of Offer letter with ROC: Within 30 days of circulation of offer letter, it shall be filed with ROC		PAS-4 & PAS-5 as attachment to GNL - 2
5.	Receiving of Money: The applicant shall made the application in the format given with the offer letter for allotment of securities and shall pay the money from his bank account.
6.	Board Meeting: (i)After closure of offer the allotment shall be made to the applicant from whom the money has been received. The allotment shall be made within 60 days of receiving of the money. (ii) Approval of drafts of agreement for creation of charge & Authorization to director for signing the same.		Here Agreement means the agreement if any to be entered with the debenture holder. MGT-14 for board resolution for allotment of debentures
7.	Return of Allotment: Within 30 days of allotment return of allotment shall be filed with ROC		PAS - 3
8.	Details of offer and allotment shall be maintained by the company in PAS - 5
9.	Creation of charge: After allotment of debentures, charge shall be created in favour of the debentureholder, and the return for creation of charge shall be filed with ROC within 30 days of creation of charge		CGH - 9
10.	Issue of Debenture Certificate: Within 6 months of allotment of debentures

~By Nikita Singh~