Shri Rang Corporate Solution

Shri Rang Corporate Solution Jigar Chaudhari & Associates is an integrated service law firm focused on corporate laws, registered Private placements of shares and securities.

Planning & Initiation

Promotion, formation, and Incorporation of Companies ( LLP/Private/Public/Wos, Section 8 (NGO/NON PROFIT)), and matters related therewith including choice of type of Company, availability of name, Drafting Memorandum and Articles of Association and other documents, their stamping and registration with the Registrar of Companies.


Services & Raising of

Resources

Loan documentation, Registration of Charges, Search and Status report. Advisor/Consultant in issue of shares (Equity/Preference) and other Securities. Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managers. Listing of securities/delisting of securities with recognized stock exchanges. Buy-back of shares and other securities
Raising of funds from international market-ADR/GDR/ECB. Liaisoning with financial institutions, banks, other lenders, and stock exchanges, and furnishing periodical returns, reports and information required by them.

Restructuring. Planning strategies for amalgamation/merger, acquisition, takeover, Spin off, reconstruction and winding up of Companies. Change of name, Change of objects and registered office of the company. Drafting of schemes of amalgamation or arrangements, public offer for acquisition or takeover, and promoters Agreement. Complying with necessary legal and procedurial requirements. Advising the management on post restructured scenario.

Legal & Advisory Services. Filing, registering, representing, attesting or verifying any document including forms, returns, and application, by or on behalf of the Company as an authorized representative. Compilation of Status/Search reports for companies, banks and financial institutions. Pre-certification of forms relating to registration/Modification/Satisfaction of Charges and filling with Registrar of Companies(ROC). Advising on legal and procedural matters under the Companies Act. Maintenance of Secretarial Records, Statutory books, and registers. Acting as Secretarial Auditor, Advisor or Consultant. Filing of petitions before the Company Law Board (CLB). Appearing as authorized representative before the Company Law Board, Central Government, Regional Director, and Registrar of Companies (ROC). Acting as Scrutinizer for Postal Ballots voting process.

Tax Planning/ Management. Computation of Tax payable, filling of returns of income of the company and its director, and obtaining permanent account number. Computation and payment of advance tax. Computation of deduction of tax at source, filling of forms, and issue of TDS Certificates. Acting as authorized representative before Income Tax Authorities during assessment proceedings, furnishing or records/documents/explanations called for. Filling of appeals, claiming refunds, getting the transactions registered. Advising on Tax planning and tax management, availing tax concessions, incentives, reliefs and tax benefits.

Collaborations & Joint Ventures Abroad. Advising on legal and procedural matters falling under FEMA. Advising non –resident Indians regarding Investment in India as per FDI (FOREIGN DIRECT INVESTMENT) policy and repatriation of such investment. Drafting of Shareholder/foreign Collaboration/joint venture/technology . Filing of FC-GPR (FOREIGN COLLABRATION- GENERAL PERMISSION ROUTE) with RBI. Advising Indian Resident for entering into Joint Venture or WOS outside India. Obtaining RBI/FIPB (Foreign Investment Promotion Board)
Issue various Certificates for exchange control purposes under FEMA. Filing of Annual return on Foreign Liabilities and Assets Reporting (FLA) by Indian Companies. Opening of Liaison and branch offices in India. Sale of stake in JV to other Partner.

Mark. Advising on making a Trade Mark application with Trade mark Registry. Advising on passing off/infringement matters.

# Export & Import. Advising on getting IEC
Advising on Export-Import regulations. Export-import documentation. Advising on Letter of Credits, and drafting suitable conditions in L/Cs.

Certification. Extract to Annual Return under section 92 of Companies Act 2013. Making a verified declaration of Compliances for obtaining a certificate of commencement of business/commencement of other business. Make a statutory declaration that all the requirement of Companies act 2013 and rules there under have being complied with in respect of registration of a company and matters precedent and incidental thereto. Give declaration in respect of Section 8 Company that Memorandum and Article of Association have been drawn up in conformity with the provision of the Act and compliance of provisions with respect to registration of a company and matters precedents and incidental thereto. Signing of Annual return of Listed Company. Certification of Statement of amount credited to IEPF.

Legal Agreements. Vendor/ service provider/ partner/ Reseller, software Development Contracts/ Agreements, NDA.

Services. Shop Act
PAN/TAN
Digital Signature
Director Identification Number (DIN).

15/03/2016
04/08/2015

# Is Filing of Form ADT-1 Mandatory For Appointment Of Auditor Under Section 139(6) & (8)?

Opinion

If one examines Section 139(1), fourth proviso mandates the companies to intimate RoC about auditor’s appointment and the Form is ADT-1. Similar proviso is absent in Section 139(6) and 139(8).

Technically, since similar proviso is not present in Section 139(6) and 139(8), one can conclude that there is no requirement to intimate RoC about appointment of Auditor. This logic also gets strength from Form ADT-1, which refers to Rule 4(2) of Companies (Audit & Auditors) Rules, 2014. Rule 4(2) relates back to fourth proviso to Section 139(1). This means legally Form ADT-1 is required to be filed for appointment of auditor under Section 139(1) and not under Sections 139(6) and 139(8).

To answer this question in a reasonable manner, we have to refer similar provisions of Companies Act, 1956. Section 224(1) was similar to Section 139(1). Sub-section (1A) stated that “Every auditor appointed under sub-section (1) shall within thirty days of the receipt from the company of the intimation of his appointment, inform the Registrar in writing that he has accepted, or refused to accept, the appointment.” Section 224(5) was similar to Section 139(6) and Section 225(6) was similar to Section 139(8).

Sub-section (1A) of Section 224 dealt with filing of intimation with RoC but it only covered the situations under sub-section (1). This means even earlier Form 23B was to be filed for appointments taking place under Section 224(1) and not under Section 224(5) or 224(6).

Now the pertinent question – Whether the auditors were filing Form 23-B for appointments under 224(5) and 224(6)? The answer is yes as filing of Form 23B became mandatory due to its linking with 23AC and 23ACA. In an indirect way, this became essential in all circumstances i.e. appointment under Section 224(1), 224(5) and 224(6).

The MCA has again linked quoting of SRN for auditor’s appointment in Form AOC-4 (see Col. 10). And this Form does not distinguish between appointments under 139(1) or 139(6) or 139(8). Thus, in an indirect manner, appointment of an auditor in any situation needs to be intimated to RoC or else the company will not be in a position to quote SRN, which is a mandatory field.

To conclude, law does not mandate filing of ADT-1 in situations under 139(6) and 139(8) but looking at overall conspectus of CA 2013, it seems filing of ADT-1 in all circumstances becomes essential (I have deliberately not used the words ‘mandatory’).

Disclaimer: The views expressed here are views based on my personal interpretation and should not be deemed as legal or professional advise on the subject. If relied upon, the author does not take any responsibility for any liability or non-compliance.

Address

618, Loha Bhavan, Nr. Old High Court, Navrangpura_Head Office_C/1009, Titanium City Centre, 100ft. Anandnagar Road, Satellite
Ahmedabad
380015

Telephone

9016310538

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