#Memorandum of Association Amendment

[icontherecord]

Release of Documents Related to the 2023 FISA Section 702 Certifications

July 21, 2023

Today, the Office of the Director National Intelligence (ODNI), in consultation with the Department of Justice (DOJ), is publicly releasing a 2023 Foreign Intelligence Surveillance Court (FISC) opinion, with redactions, which approves the annual certifications made by the Director of National Intelligence (DNI) and the Attorney General (AG) pursuant to Section 702 of the Foreign Intelligence Surveillance Act (FISA) and the associated targeting, minimization, and querying procedures. The 2023 FISC Opinion states that the Federal Bureau of Investigation’s (FBI’s) recent implementation of remedial measures has improved the FBI’s compliance with the query standard.

Under FISA Section 702, the Government may annually submit one or more certifications to the FISC which specify the categories of foreign intelligence that the Intelligence Community (IC) can collect using FISA Section 702. With any submitted certifications, the Government must also submit targeting, minimization, and querying procedures, which ensure that FISA Section 702 is used only to acquire foreign intelligence information from foreign persons located outside the United States; safeguard any U.S. person information incidentally acquired; and govern the querying of unminimized information that is lawfully collected, respectively. The Government submitted those documents, as well as supporting affidavits from the Directors of the National Security Agency (NSA), FBI, Central Intelligence Agency (CIA), and National Counterterrorism Center (NCTC), in March 2023. The FISC approved the certifications in the above-referenced Memorandum Opinion and Order, issued on April 11, 2023.

To provide the public with additional information about the Government’s use of Section 702, and pursuant to public interest declassification under section 3.1(d) of Executive Order 13526, the DNI has declassified that there are three Certifications under Section 702, covering the following categories of foreign intelligence: (1) foreign governments and related entities, (2) counterterrorism, and (3) combatting proliferation. The DNI also declassified the fact that NSA uses FISA Section 702 to support the federal government’s vetting, for counterterrorism purposes, of non-U.S. persons who are being processed for travel to the United States or a benefit under U.S. immigration laws.

 The 2023 FISC Opinion addresses several other issues.

FBI Compliance: The 2023 FISC Opinion compares compliance incidents during the most recent certification period with preceding periods, assessing the strength of the recent remedial measures FBI implemented to bolster compliance with its querying procedures. While the FISC notes that there were reported errors during the recent certification period, the 2023 FISC Opinion and Order highlights the remedial measures made within FBI systems and updated training, guidance, and clarifications to FBI’s querying procedures the FBI implemented to address its query compliance issues before ultimately concluding that “there is reason to believe that the FBI has been doing a better job in applying the querying standard.” See id. at 87. Overall, the FISC calculates FBI’s rate of noncompliance with the FISA querying standard during this period at approximately 1.8%, see id. at 85, and the Court ultimately approves FBI’s querying procedures, “[g]iven recent indications that FBI is improving its implementation of Section 702 querying requirements.” See id. at 93.

Modification to NSA’s procedures: The 2023 FISC opinion also addresses NSA’s querying and minimization procedures, which include a modification concerning travel or immigration vetting in order to determine if non-U.S. person individuals have connections to international terrorism. The FISC concluded that the proposed modifications to NSA’s procedures were consistent with both the statutory requirements and the Fourth Amendment. See Op. at 43–67 (consistent with FISA), 76–81 (consistent with the Fourth Amendment).

Processing: The FISC also approved separate modifications to NSA’s minimization and querying procedures that clarified “processing” and further distinguish processing from “querying.” See id. at 29-43 (consistent with the statute), 75–76 (consistent with the Fourth Amendment). “Processing” of data is an action that converts information into an intelligible form or organizes information by, for example, labeling or indexing data, prior to an analyst conducting a query. In many cases, processing is a necessary step before an analyst can even run a query against collected data.

Additional Information

The documents are posted in full-text searchable format on intel.gov.

FISC 2023 FISA § 702 Certifications Opinion, April 11, 2023

2023 Targeting Procedures

(released pursuant to the IC’s Principles of Transparency)

FBI’s 2023 FISA § 702 Targeting Procedures

NSA’s 2023 FISA § 702 Targeting Procedures

2023 Minimization Procedures

(released pursuant to 50 U.S.C. § 1881a(e))

CIA’s 2023 FISA § 702 Minimization Procedures

FBI’s 2023 FISA § 702 Minimization Procedures

NCTC’s 2023 FISA § 702 Minimization Procedures

NSA’s 2023 FISA § 702 Minimization Procedures

NSA’s 2023 FISA § 702 Amended Minimization Procedures

2023 Querying Procedures

(released pursuant to the IC’s Principles of Transparency)

CIA’s 2023 FISA § 702 Querying Procedures

FBI’s 2023 FISA § 702 Querying Procedures

NCTC’s 2023 FISA § 702 Querying Procedures

NSA’s 2023 FISA § 702 Querying Procedures

  Background on Section 702

Section 702 was enacted as part of the FISA Amendments Act of 2008 (FAA) and most recently reauthorized by the FISA Amendments Reauthorization Act of 2017. Section 702 permits the Attorney General and the DNI to jointly authorize, through certifications, the targeting of (i) non-U.S. persons (ii) who are reasonably believed to be located outside the United States (iii) to acquire foreign intelligence information. These certifications are accompanied by targeting procedures, minimization procedures, and querying procedures that are each designed to ensure that the Government’s collection is appropriately targeted against non-United States persons located overseas who may possess or are likely to communicate foreign intelligence information and that any such collection is appropriately handled in a manner that protects privacy and civil liberties.

Under Section 702, the FISC reviews the certifications and accompanying documents to ensure that they meet all the requirements of Section 702 and are consistent with the Fourth Amendment. The Court’s review is not limited to the procedures as written, but also includes an examination of how the procedures have been and will be implemented. Accordingly, as part of its review, the FISC considers the compliance incidents reported to it by the Government through notices and reports.

Additional Information about FISA Section 702 and how the Intelligence Community uses its surveillance authorities may be found in the FISA Resource Library.

[mariacallous]

ANKARA, Turkey (AP) — Turkey appreciates Sweden’s steps so far to get approval to join NATO but it is not even “halfway” through fulfilling the commitments it made to secure Ankara’s support, the Turkish foreign minister said Thursday.

Foreign Minister Mevlut Cavusoglu said a Swedish court’s decision not to extradite a man wanted by Turkey for alleged links to a 2016 failed coup had “poisoned” a positive atmosphere in negotiations on Sweden’s membership in the military alliance.

Sweden and Finland dropped their longstanding policies of military nonalignment this year and decided to apply to join NATO following Russia’s invasion of Ukraine. The move requires the unanimous approval of the alliance’s current 30 members.

Turkey has held up the process while pressing the two Nordic countries to crack down on groups it considers to be terrorist organizations and to extradite people suspected of terror-related crimes.

The parliaments of 28 NATO countries have already ratified Sweden and Finland’s membership. Turkey and Hungary are the only members that haven’t yet given their approval.

Speaking at a joint news conference with Swedish Foreign Minister Tobias Billström, Cavusoglu said the Turkish government still was waiting for a “concrete development” on extraditions and asset freezes. Also,some Turkish defense companies were not able to procure some equipment from Sweden despite the lifting of a weapons ban, he added.

“There is a document, it needs to be implemented. We’re not even at the halfway point yet. We’re at the beginning,” he said, referring to a memorandum of understanding which Turkey, Sweden and Finland signed in June.

Under the memorandum, the two countries agreed to address Turkey’s security concerns, including requests for the deportation and extradition of Kurdish militants and people linked to a network run by U.S.-based Muslim cleric Fethullah Gulen. The Turkish government accuses Gulen of masterminding the 2016 coup attempt, which he denies.

Billström’s visit came days after Sweden’s top court refused to extradite journalist Bulent Kenes, whom Turkey accuses of being among the coup plotters. Kenes, who received asylum in Sweden, was the editor of the English-language Today’s Zaman newspaper, which was owned by the Gulen network and the government closed down as part of its crackdown on the group.

“The negotiations ( between Turkey and Sweden ) were continuing in a constructive way,” Cavusoglu said. “But this last (incident), the rejection of Kenes’ extradition, unfortunately, seriously poisoned this atmosphere.”

Billström reiterated that Sweden was determined to fulfill its commitments and said Stockholm was in the process of strengthening its anti-terrorism legislation.

A constitutional amendment will enter into force on Jan. 1 that restricts the freedom of association of groups that engage in or support terrorism, he said.

The Swedish government also plans to introduce legislation that further impedes people taking part in the activities of terrorist groups, Billström said.

“My message to Minister Cavusoglu and to the Turkish people is clear: Sweden keeps its promises. We take the agreement seriously. We have initiated steps on every paragraph and we will continue to implement it,” the Swedish minister said.

Billström later told The Associated Press by phone that Sweden has underlined that cases such as Kenes’ are handled by independent courts.

“We are bound by this decision, and that is how it is,” he said.

Billström said conversations between Sweden and Turkey were taking place at multiple levels of government and that Ankara acknowledged Sweden had made strides in meeting the memorandum’s terms.

He could not give a time frame for when Turkey might be ready to approve Sweden’s NATO membership.

“Meetings are held in a good spirit,” he said. “We are heading in the right direction. We will gradually fulfill this memorandum.”

[ejesgistnews]

First Bank Rebrands to First Holdco Plc, Shareholders Approve N350 Billion Capital Raise.   First Bank of Nigeria (FBN) Holdings Plc, one of Nigeria’s oldest and most respected financial institutions, has officially received shareholder approval to change its name to First Holdco Plc. The decision, aimed at creating a uniform identity across its subsidiaries, was finalized during the bank’s 12th Annual General Meeting (AGM), held virtually on November 14, 2024. Name Change for Uniform Brand Identity The rebranding move includes transitioning from the legal name FBN Holdings Plc to First Holdco Plc, while the brand name will be simplified to FirstHoldco. The resolution will also be applied to all subsidiaries of the group. The announcement was made by Adewale Arogundade, the company’s Secretary, who emphasized the importance of a unified corporate identity to reflect the evolving nature of the business. Delta Assembly Approves Name Change for University of Science and Technology, Ozoro In a formal statement, First Bank said: "The change of legal and brand names from FBN Holdings Plc to First Holdco Plc and FirstHoldco, respectively, is aimed at streamlining the group’s identity across all subsidiaries." Approval for N350 Billion Capital Raise In addition to the name change, shareholders have also sanctioned the bank's plan to raise ₦350 billion in new capital. This fundraising initiative will be executed through a combination of public offerings, private placements, and rights issues. The capital boost is expected to enhance the company’s capacity to expand its operations and solidify its market position. The statement from First Bank further elaborated: "Upon completion of the processes for the name change and capital increase, the company’s Memorandum and Articles of Association will be amended accordingly to reflect the new legal name and issued share capital." System Migration Update In related developments, First Bank has announced a scheduled system migration to a new cloud-based procurement and financial platform. The transition, which aims to improve efficiency, is set to take place from Saturday, October 26, 2024, with full operations expected to resume by Monday, November 4, 2024. The migration may temporarily disrupt certain banking services. The rebranding, capital raise, and system upgrade mark significant steps in the bank’s strategic plan to modernize its operations and enhance customer experience across its extensive network in Africa and Europe.

[forblogmostly]

Rising Star in Penny Stocks: Hardwyn India Ltd. Surges with Expected Bonus Share Announcement

In a noteworthy development, Hardwyn India Ltd., a multibagger penny stock priced below Rs 50, experienced a significant spike in value, driven by expectations of a forthcoming announcement of bonus shares. For the past few years, this stock has demonstrated an extraordinary performance, providing investors with an impressive return of 2,920 percent over three years, while its gains since listing have been an eye-popping 7,960 percent. This exceptional trajectory has certainly caught the attention of the market, with both seasoned and new investors taking a close look.

While the benchmark indices BSE Sensex and NSE Nifty-50 saw a slight dip, with the BSE Sensex down by 0.03 percent and the NSE Nifty-50 down by 0.05 percent, Hardwyn India Ltd. managed to defy the trend, standing out as one of the day’s top gainers. The stock saw a robust surge of 12.98 percent, climbing from Rs 35.67 to Rs 40.30 in a single day. Adding to this impressive rally was a threefold increase in trading volume, indicating strong buying interest. Over the past year, the stock price has varied between a 52-week high of Rs 51.77 and a low of Rs 26.10, suggesting both volatility and potential for substantial growth.

The upcoming meeting of the Board of Directors of Hardwyn India Ltd. has been scheduled for Thursday, November 14, 2024. The board meeting, set to take place at the company’s registered office in New Delhi, is expected to address a range of key items, sparking optimism and fueling speculation in the market. Among the agenda items are the approval of the standalone and consolidated unaudited financial results for the quarter and half-year ending September 30, 2024, and, significantly, the issuance of fully paid-up bonus equity shares to its shareholders. Additionally, the board will discuss a proposal to increase the company's authorized share capital, which, if approved, would require amendments to the company's memorandum and articles of association.

With a current market capitalization of Rs 1,368 crore, Hardwyn India Ltd. is listed on both BSE and NSE. The company specializes in manufacturing high-quality architectural hardware and glass fittings, catering to both residential and commercial needs. Its comprehensive solutions have established it as a reputable name in the hardware industry. The company’s growth is reflected in its financial performance over the past fiscal year (FY24), during which standalone net sales rose by 8.35 percent to Rs 135.50 crore, and net profit climbed by 8 percent to Rs 9.75 crore. On a consolidated basis, the company posted annual net sales of Rs 157.84 crore, along with a net profit of Rs 10.23 crore, marking a consistent upward trend.

[legalwires]

Amendment of the Name & Object Clauses of a Company

Introduction In the ever-changing world of business, companies frequently need to adjust and develop in order to satisfy shifting market needs, regulations, or strategic objectives. The name clause and the object clause both found in the Memorandum of Association are vital elements of a company’s foundational documents. The name clause identifies the official company name, and the object clause…

[csprakash]

Procedure for Change in Objects of the Company

 The objects clause in a company’s Memorandum of Association (MoA) outlines the scope of activities the company is legally authorized to undertake. As businesses evolve, companies may need to modify this clause to reflect new ventures or changes in strategy. Altering the objects clause is a significant step, governed by the Companies Act, 2013, and requires careful adherence to legal procedures.

Reasons for Changing the Object change

Companies may change their objects for several reasons:

Expansion into New Markets or Activities: A company may explore new business areas not covered by its original objectives.

Change in Business Strategy: The Object change shift direction, necessitating an amendment to its objectives.

Regulatory Requirements: Changes in regulations may require updating the objects clause.

Diversification: Companies entering unrelated fields may need to update their objectives to include new activities.

Steps to Change the Objects Clause

1. Board Meeting for Approval

The process begins with a board meeting to discuss and approve the proposal to change the objects clause. The board must:

Approve the draft resolution to amend the objects clause.

Set a date for an Extraordinary General Meeting (EGM) to seek shareholders’ approval.

Authorize a director or company secretary to issue a notice for the EGM.

2. Issuing Notice for Extraordinary General Meeting (EGM)

Once the board approves the proposal, the company must send a notice to shareholders, directors, and auditors. The notice should:

Include the agenda for the EGM and the resolution for altering the objects clause.

Provide an explanation of the new objectives and reasons for the change.

Be sent at least 21 days before the EGM, in compliance with Section 101 of the Companies Act.

3. Holding the Extraordinary General Meeting (EGM)

At the EGM, shareholders will vote on the resolution. Since changing the objects clause is a significant alteration to the company’s MoA, the resolution must be passed as a Special Resolution, requiring at least 75% of the votes to be in favor.

4. Filing Special Resolution with Registrar of Companies (ROC)

After the Special Resolution is passed, the company must file it with the ROC using:

Form MGT-14: To file the special resolution within 30 days of the EGM.

A certified copy of the special resolution and a notice of the EGM.

The altered MoA, reflecting the new objects.

5. Approval from Registrar of Companies (ROC)

The ROC reviews the application, and if everything is in order, they approve the changes and update the company’s MoA. The change is effective from the date of ROC approval.

6. Amendment of Certificate of Incorporation (if required)

In some cases, where the objects are a major part of the company’s identity, the Certificate of Incorporation may need to be updated to reflect the new objectives.

Post-Approval Compliance

After approval, the company must:

Update corporate records and communicate the change to stakeholders, financial institutions, and other relevant parties.

Ensure the company’s website, letterheads, and public documents reflect the new objects.

Conclusion

Changing the Object change  is a significant step, requiring careful execution of legal procedures. By following the proper steps—board meeting, shareholder approval, and filing with the ROC—companies can realign their objectives while ensuring legal compliance.

#practising company secretary in coimbatore           

[economics-around-you]

Company Law (CS Executive): In-Depth Guide for 2024 Exam 

 Company Law is one of the most crucial subjects for students pursuing the CS Executive course. It not only forms the basis for understanding corporate regulations and governance but also shapes the role of a Company Secretary in ensuring compliance with legal standards in organizations. This subject focuses on the Companies Act, 2013, and covers a wide range of topics, from company incorporation to corporate governance, CSR, and winding-up procedures. 

This detailed guide will help students prepare thoroughly for the Company Law paper in the CS Executive 2024 exam, while also outlining how Success Edge Academy can support students in their preparation journey. 

Detailed Syllabus for Company Law (CS Executive) 

Understanding the syllabus thoroughly is the first step toward excelling in Company Law. The syllabus is designed to give students a comprehensive knowledge of the legal framework governing companies. Let’s break down the syllabus into sections for easier understanding: 

1. Introduction to Company Law 

Development and Evolution: This section discusses the evolution of Company Law in India. Students must focus on the historical context that led to the Companies Act, 2013, and its amendments. 

The Companies Act, 2013: Detailed study of the significant provisions, amendments, and the relevance of the Act. 

Types of Companies: Public, Private, Government, and other categories, with focus on key differences in legal standing and requirements. 

2. Incorporation of Companies 

Procedure for Incorporation: In-depth study of steps involved in incorporating a company under The Companies Act, 2013. 

Memorandum and Articles of Association: Key provisions, contents, and procedures for alteration. 

Legal Doctrines: Understanding the Doctrine of Ultra Vires, Doctrine of Indoor Management, and Doctrine of Constructive Notice is crucial. 

Promoters: Roles, duties, and liabilities of promoters in forming a company. 

3. Share Capital and Debentures 

Types of Share Capital: Authorized, issued, subscribed, and paid-up capital. 

Issue of Shares: Procedures for the issue, transfer, transmission, and forfeiture of shares. 

Debentures: Types of debentures, issue procedures, redemption, and related regulations. 

4. Management and Administration 

Board of Directors: Structure of the board, appointment, removal, and resignation of directors. 

Roles and Responsibilities of Directors: Focus on the duties, powers, and liabilities of directors. 

Meetings: Rules governing Board Meetings, General Meetings, and Resolutions. 

Corporate Governance: Importance of governance and key provisions laid down in the Companies Act and SEBI guidelines. 

5. Corporate Social Responsibility (CSR) 

CSR Provisions: Specifics of Section 135 of the Companies Act. 

CSR Policy: Rules regarding formulation, reporting, and implementation of CSR activities. 

CSR Committee: Roles and functions of the CSR Committee and compliance requirements. 

6. Dividends, Accounts, and Audits 

Declaration of Dividends: Legal procedure for the declaration and distribution of dividends. 

Company Accounts: Maintenance of books of accounts, preparation of financial statements. 

Auditors: Procedures for the appointment of auditors, their responsibilities, and powers. 

7. Winding Up of Companies 

Types of Winding Up: Voluntary, compulsory, and other forms of winding-up under the Act. 

Role of Liquidators: Powers, duties, and responsibilities in the winding-up process. 

Insolvency and Bankruptcy Code (IBC): Importance of IBC, 2016, and its impact on winding-up procedures. 

8. Compromises, Arrangements, and Amalgamations 

Mergers and Acquisitions: Legal framework surrounding mergers, acquisitions, and demergers. 

Compromises and Arrangements: Procedural aspects of compromises between companies and creditors. 

Amalgamations: Legal requirements and procedural formalities for amalgamations. 

9. Oppression and Mismanagement 

Protection of Minority Shareholders: Rights available under the Companies Act for the prevention of oppression. 

National Company Law Tribunal (NCLT): Role of NCLT in handling cases of oppression and mismanagement. 

Exam Pattern for Company Law (CS Executive) 

The Company Law paper in the CS Executive exam is a mix of descriptive questions and case law applications. Students need to be well-versed in theory, but they also need to be able to apply their knowledge to real-life scenarios. 

Total Marks: 100 

Duration: 3 hours 

Types of Questions: Descriptive and practical case studies 

Weightage: 

Theoretical Concepts: ~40% 

Case Law Applications: ~60% 

Key Study Tips for Company Law 

Preparing for Company Law can seem daunting due to the vastness of the subject, but a strategic approach can make it manageable. Here are some study tips to help students ace this paper: 

1. Deep Dive into the Companies Act, 2013 

Thoroughly read each section of the Companies Act with a focus on incorporation, share capital, meetings, and winding-up. 

Keep updated with amendments to the Act, as the syllabus and exam questions often reflect recent legal changes. 

2. Case Laws and Applications 

Pay close attention to important case laws that illustrate the application of Company Law principles. Understanding how legal precedents are applied in real scenarios is vital for case-based questions. 

3. Summarize and Revise Key Sections 

Create concise notes or flashcards for quick revision of major sections like Board Meetings, Directors' duties, and winding up. This will help you revise quickly closer to the exam. 

4. Solve Past Year Papers 

Review past exam papers and identify patterns in the types of questions asked. Focus on understanding how questions are framed around case laws, practical applications, and theoretical concepts. 

5. Mock Tests and Time Management 

Enroll in mock tests that simulate real exam conditions. Practice completing questions within the time limit to manage your time effectively during the exam. 

6. Group Discussions and Peer Learning 

Participate in group discussions with fellow students. Discussing complex topics with others helps in better retention and understanding. 

7. Regular Revision 

Consistent revision of important topics is essential. Make a revision schedule that ensures you cover all the key topics multiple times before the exam. 

How Success Edge Academy Can Help You Ace Company Law 

At Success Edge Academy, we understand the challenges students face in mastering Company Law for the CS Executive exam. Here’s how we can support your preparation: 

Experienced Faculty: Our team includes expert faculty members with years of experience in teaching Company Law. Their in-depth knowledge helps students grasp complex legal provisions with ease. 

Structured Learning: We provide a well-structured syllabus plan that covers every aspect of Company Law, ensuring that students don’t miss out on any critical topics. 

Regular Assessments: Our regular tests and assessments help students track their progress and understand their areas of improvement. 

Practical Case Law Applications: We emphasize the practical application of Company Law through case laws, enabling students to tackle case-based questions confidently. 

Doubt-Solving Sessions: Dedicated doubt-clearing sessions allow students to resolve their queries and strengthen their understanding of difficult topics. 

Comprehensive Study Material: We provide up-to-date study materials, including the latest amendments and case laws, ensuring students have access to the best resources. 

With our focused and systematic approach, Success Edge Academy helps students build a solid foundation in Company Law, equipping them with the skills needed to succeed in the CS Executive exam. 

FAQs on Company Law (CS Executive) 

1. How important is Company Law in the CS Executive exam? 

Company Law is one of the core subjects in the CS Executive syllabus. It carries a total of 100 marks and focuses on providing a comprehensive understanding of the legal framework governing companies in India. 

2. What are the critical topics to focus on for Company Law? 

Key topics include Incorporation of Companies, Directors’ Duties and Responsibilities, Share Capital, Winding Up, Corporate Governance, and CSR. 

3. How can I effectively study case laws for Company Law? 

Focus on understanding the facts, legal principles, and outcomes of landmark cases. Practice writing answers that apply these case laws to hypothetical scenarios. 

4. How does Success Edge Academy help students with Company Law preparation? 

Success Edge Academy offers expert faculty, structured learning, regular assessments, and comprehensive study material, helping students prepare thoroughly for the CS Executive exam. 

Conclusion 

Mastering Company Law is essential for becoming a successful Company Secretary. With thorough preparation, regular practice, and expert guidance from Success Edge Academy, students can confidently 

[masarca]

Health Check for VAT Accounts:

Introduction:

As per UAE law, businesses must ensure full compliance with VAT regulations administered by the Federal Tax Authority (FTA). A VAT health check in UAE is an essential process that helps companies assess their VAT records, tax returns, and overall compliance to avoid fines and penalties. This review ensures that VAT is correctly applied to transactions, payments are made on time, and exemptions or zero-rated supplies are handled accurately, safeguarding the business from costly errors and legal risks.

Do you have any Changes in Your License (Changes in Shareholder. etc):

In the UAE, any changes in company structure, such as alterations in shareholders, ownership, or company directors, must be reported to the relevant authorities to maintain legal compliance. According to UAE Commercial Companies Law (Federal Law No. 2 of 2015), businesses are required to update their trade license with the Department of Economic Development (DED) whenever such changes occur. This includes filing necessary documentation and amending the Memorandum of Association (MoA) to reflect the new ownership or management structure. Failure to report these changes promptly can lead to penalties, fines, or even suspension of business activities.

Did you update your portal details?

Updating portal details, such as contact information, authorized personnel, or other business-related data, is a mandatory requirement under the guidelines of the Federal Tax Authority (FTA) and other regulations. Businesses must ensure that their registered information is accurate and current in the respective portals, as it affects communication, tax filings, and compliance. According to UAE law, any changes in the company's structure, such as management, address, or ownership, must be updated promptly. Failure to update portal details can result in administrative penalties and delays in critical processes like license renewals or tax assessments.

Are you Eligible for VAT Registration or Not?

For more details and information: Health check for VAT Accounts

[acquisory]

Companies (Amendment) Bill 2017 – Simplification of Procedures

The Companies (Amendment) Bill, 2017��with amendments over the Companies (Amendment) Bill, 2016 has been passed by the Lok Sabha in July, 2017. These changes suppressed the relevant portion of the Companies Act, 2013.

The major amendments proposed include simplification of the private placement process, rationalization of provisions related to loan to directors, omission of provisions relating to forward dealing and insider trading, doing away with the requirement of approval of the Central Government for managerial remuneration above prescribed limits, aligning disclosure requirements in the prospectus with the regulations to be made by SEBI, providing for maintenance of register of significant beneficial owners and filing of returns in this regard to the ROC and removal of requirement for annual ratification of appointment or continuance of auditor.

The bill has total 93 Clauses by which 92 Amendments been carried out, includes Amendment of Existing Sections, Insertion of New Sections, Substitution of Existing Section with New Sections and Omission of Few Sections.

Overview of the Amendments

The main object is to improve the ease of doing business so that people who want to start a business — even an one-man company (a startup) do not have to go through much formalities, disclosures or forms. So, the idea is to make the law simple so that only lawyers do not benefit and the companies also benefit.

The major official amendments introduced include continuing with the provisions relating to layers of subsidiaries, continuing with the earlier provisions with respect of memorandum, making offence for contravention of provisions relating to deposits as non-compoundable, requiring attaching of financial statement of associate companies, stringent additional fees of Rs 100 per day in case of…

Read more: https://www.acquisory.com/ArticleDetails/49/Companies-(Amendment)-Bill-2017-%E2%80%93-Simplification-of-Procedures

[corpzoventuresprivatelimited]

Converting a public company into a private limited company reduces regulatory burdens, enhances decision-making, and offers greater control and privacy. The process involves board and shareholder approvals, filing essential forms with the Registrar of Companies, and securing approval from the Regional Director. This article explains the legal provisions, detailed steps, and the benefits of the conversion, and how CorpZo can streamline the entire process for your business.

In the corporate world, companies often restructure to align with their long-term goals and operational efficiency. One such significant move is the conversion of a public company into a private limited company. This change is not just about altering the company’s name, but a strategic decision that can reduce regulatory burdens, improve decision-making speed, and protect sensitive business information. In this article, we’ll cover the procedure for conversion of a public company into a private company, the legal steps involved, and why companies choose to go private.

Public or Private Company: Understanding the Difference

Before diving into the conversion process, it’s important to understand the difference between public corporations and private corporations.

Public Company

A public company is a company whose shares are offered to the general public. These shares are publicly traded on stock exchanges. Some features of a public company include:

Unlimited shareholders: There is no upper limit on the number of shareholders.

Public trading of shares: Shares can be bought and sold freely.

High regulatory compliance: Public companies are bound by strict regulatory requirements, such as disclosing financials to the public.

Private Limited Company

In contrast, a private limited company restricts ownership to a smaller group and offers greater control over the business. Key features include:

Limited shareholders: A minimum of two and a maximum of 200 shareholders.

Restricted share transfer: Shareholders cannot transfer shares to the public without other members’ approval.

Fewer regulatory requirements: Private companies face fewer compliance obligations compared to public companies.

Understanding the difference between public and private corporations is crucial for businesses evaluating whether to remain public or convert to a private limited structure.

Why Convert from Public to Private?

Companies convert from public to private for several strategic reasons:

Less Regulatory Burden: Public companies face numerous compliance requirements, which can be costly and time-consuming. Private companies have more flexible rules.

Improved Decision-Making: Private companies with fewer shareholders can make decisions faster.

Enhanced Privacy: Public companies are required to disclose a significant amount of information to the public, while private companies can operate with more confidentiality.

Greater Control: In a private company, existing shareholders have more control over who can own shares.

Legal Provisions for Conversion of Public to Private Company

The Companies Act, 2013 lays down several legal provisions that regulate the conversion process:

Section 13: This section deals with the alteration of the Memorandum of Association (MoA). When converting from public to private, the company must amend its MoA to reflect the change.

Section 14: The Articles of Association (AoA) must also be modified during the conversion process. This section governs the necessary changes to align the AoA with the private limited company’s operations.

Section 18: This section covers the legal framework for converting registered companies, including the need to make changes to both the MoA and AoA. https://www.corpzo.com/procedure-for-conversion-of-a-public-company-into-a-private-limited-company

[kanakkupillai-trademark]

Why Convert Your LLP to a Private Limited Company? Key Advantages Explained

Conversion of LLP to Private Limited Company

The stipulations outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014, contain provisions about business entities' operation under the Limited Liability Partnership (LLP) structure. Managing an LLP business can be challenging compared to other business forms, given that LLPs provide superior business growth and development prospects. Hence, a strategic decision may involve the Conversion of LLP to a Private Limited Company to capitalise on significant advantages and attract shareholders. With their extensive expertise, the professional team at Kanakkupillai specialises in facilitating this transition, providing you with the confidence and reassurance you need.

Guide to Converting a Limited Liability Partnership (LLP) to a Private Limited Company: 

The conversion of a Limited Liability Partnership (LLP) to a Private Limited Company involves a series of procedural steps and legal formalities. Below is a general overview of the process:

1. Board Resolution:

   - Obtain approval through a board resolution to convert the LLP to a private limited company. The resolution should include the authorisation to proceed with the conversion process.

2. Approval from Partners:

   - Obtain consent from all the partners of the LLP for the proposed conversion. It may involve drafting and signing a consent form.

3. Name Approval:

   - Apply for the availability and approval of a new name for the Private Limited Company. The proposed name should comply with the Registrar of Companies (RoC) guidelines.

4. Application for Conversion:

   - Prepare and file the necessary forms with the RoC to convert the LLP to a Private Limited Company. Include the prescribed fees and supporting documents.

5. Drafting of New MOA and AOA:

   - Draft a new Memorandum of Association (MOA) and Articles of Association (AOA) for the Private Limited Company. These documents define the company's objectives, rules, and regulations.

6. Share Allotment and Capital Structure:

   - Determine the share capital structure of the Private Limited Company and allot shares to the partners based on their contributions. It may involve drafting a share allotment agreement.

7. Obtain Digital Signature Certificates (DSC):

   - Obtain DSC for the proposed directors of the Private Limited Company. All documents filed with the RoC need to be digitally signed.

8. Filing with RoC:

   - Submit the necessary documents to the RoC, including the application for conversion, new MOA and AOA, and other required forms. Pay the requisite fees.

9. Certificate of Incorporation:

   - Once the RoC is satisfied with the documents, they will issue a Certificate of Incorporation for the Private Limited Company.

10. Intimate Authorities:

    - Inform various authorities, such as the Income Tax Department, about the Conversion of LLP to a Private Limited Company.

11. Update Statutory Records:

    After the conversion, it's crucial to Maintain updated statutory records, including the Register of Members, Register of Directors, and other required registers. This ongoing responsibility ensures that the company remains compliant with the law.

Given the complexity and potential variations in the conversion process, it's advisable to seek professional advice and assistance to ensure compliance with the applicable laws and regulations. The Companies Act and rules may be subject to amendments, so it's crucial to refer to the latest legal provisions during the conversion process.

Conclusion:

The Conversion of LLP to a Private Limited Company is a strategic move, necessitating careful navigation through a comprehensive set of procedural steps and legal requirements outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014. they decided on the challenges associated with managing an LLP and the enhanced growth opportunities offered by the Private Limited Company structure. This overview underscores the importance of securing necessary approvals, choosing an appropriate company name, and adhering to share allotment and capital structure norms. With professional support, such as from the expert team at Kanakkupillai, businesses can successfully undergo this conversion, ensuring compliance with laws and regulations and leveraging the significant advantages of a Private Limited Company. Staying abreast of the latest legal provisions is crucial for a seamless transition.

[aalawsng]

Guidelines for Recapitalization of Banks and Other Financial Institutions

A little more understanding of the world of finance.

Here we break down the finance institutions by type with descriptions of each of their scopes of business.

CBN

In its bid to strengthen Nigerian banks against external and domestic shocks and enhance the stability of the financial system, the Central Bank of Nigeria (CBN) has issued guidelines for the recapitalization of banks in Nigeria. The rationale behind this decision is to ensure that banks have a robust capital base to absorb unexpected losses and the capacity to contribute to the growth and development of the Nigerian economy.

The new capitalization requirements enforced on the banks are as follows:

Commercial Banks:

International operations: ₦500 billion minimum

National operations: ₦200 billion minimum

Regional operations: ₦50 billion minimum

2. Merchant Banks:

National operations: ₦50 billion

3. Non-interest Banks:

National operations: ₦20 billion

Regional operations: ₦10 billion

To learn more about the guidelines issued by CBN, click the link below.

CAC

Following the Central Bank of Nigeria's (CBN) Recapitalization Guidelines for Banks and Other Financial Institutions, the Corporate Affairs Commission (CAC), pursuant to its powers under Section 8 (1) (e) of the Companies and Allied Matters Act (CAMA) No. 3 of 2020, has also issued the following guidelines to ensure a smooth recapitalization process:

New Incorporation Documentary and Other Requirements

Approved Name Reservation or Availability

Approval-in-Principle from Sector Regulator

Duly completed online incorporation form

Payment of stamp duty and filing fees for the category of license authorization

Note: The Certificate of incorporation shall be issued within 24 hours for applications that satisfy all requirements for incorporation of companies prescribed in the Commission's Operations Checklists available at www.cac.gov.ng/resources.

2. Increase in Share Capital (Options - private placements, rights issue, and/or offer for subscription) Documentary and Other Requirements

Duly signed company resolution

Return of allotment

Statutory declaration by directors verifying that the issued share capital is fully paid-up

Notice of the fact that regulatory approval is required

Affidavit deposed to by a company director to the effect that regulatory approval is required for the increase

Amended memorandum of association reflecting the new share capital

Payment of stamp duties and filing fees

Issuance of a letter acknowledging notice of increase and requirement of regulatory approval

Filing of regulatory approval

Issuance of certificate of increase

Note:

Notice of the fact that regulatory approval is required must be filed in accordance with the provisions of Section 127 (3), (4) & (5) of CAMA.

Annual returns and information on persons with significant control must be up-to-date.

A certificate of increase shall be issued within 24 hours of filing regulatory approval.

3. Merger Documentary and Other Requirements

Duly signed special resolution for merger by each of the merging companies

Scheme of Merger duly approved by the Securities and Exchange Commission (SEC)

Certified true copy (CTC) of Court order authorizing Extraordinary General Meeting (EGM) of each of the merging companies

Evidence of publication of Court-ordered meeting in two newspapers and the Federal Gazette

CTC of Court order sanctioning the Scheme of Merger

Note: Annual returns and information on persons with significant control must be up-to-date.

4. Upgrade and Downgrade of License Authorization

No consequential filing is required.

Enquiries and Complaints

All enquiries and complaints regarding these guidelines and applications submitted in pursuance of the recapitalization exercise should be addressed to bankrecapitalization@cac.gov.ng

You could also direct enquiries to any of the following:

Lawfirm@aaLawsng.com

aaLawsng@gmail.com

By Omowonuola Alabi

[professionalutilities1]

What are the completed compliance for the alteration of MoA in a company?

When altering a company's Memorandum of Association (MoA), adhere to the guidelines and procedures listed below.

Step1: To amend the Memorandum of Agreement, the board meeting notice must be published at least seven days in advance of the meeting date.

Step 2: Call a board meeting to discuss the modification of the memorandum of agreement and make a majority decision, pending shareholder approval.

Step 3: Appoint someone to mail notices to shareholders regarding the meeting, along with the date, time, and location.

Step 4: The shareholders must get notice of the upcoming board meeting at least 21 days in advance.

Stage 5: Call a shareholder meeting and secure a majority vote from the members to approve a resolution amending the company's memorandum of agreement.

Step 6: Within 30 days after the resolution to alter the company's memorandum of association was enacted, submit Form MGT-14, an amended copy of the memorandum of association, and any other pertinent papers.

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Outcome of Sudarshan Pharma Industries Limited Board Meeting: Equity Share Subdivision and Key Decisions

On September 30, 2024, Sudarshan Pharma Industries Limited (SPIL) held a Board of Directors meeting to discuss and approve several significant resolutions. The meeting, convened at the company’s corporate premises in Mumbai, brought forth decisions that are expected to enhance the company's shareholder value, particularly focusing on an upcoming equity share split, corporate restructuring, and the necessary shareholder approvals to formalize these actions.

The primary agenda of this meeting was the subdivision or split of the company's equity shares. SPIL currently has fully paid-up equity shares with a face value of ₹10 each. The Board has approved a proposal to subdivide each ₹10 share into ten ₹1 shares. This move is not just a nominal adjustment but is designed to enhance the liquidity of the company's stock on the open market. A share split of this nature often makes shares more accessible to smaller investors, potentially broadening the company’s shareholder base and increasing market activity. Of course, this decision is subject to final approval by the company’s shareholders, which will be sought through a postal ballot process.

To effectuate the share split, SPIL also plans to amend the capital clause of its Memorandum of Association. The Memorandum’s capital clause will be updated to reflect the newly altered structure, detailing the change from shares with a face value of ₹10 to those with a face value of ₹1. The amendment is another formality that requires shareholder approval, but it is a necessary step in restructuring the company's equity.

The Board also approved a detailed calendar of events for the proposed corporate action, outlining key dates for shareholders to participate in the postal ballot process and to cast their vote. The cut-off date for determining which shareholders will receive the postal ballot notice has been set for September 27, 2024. The postal ballot notice itself will be dispatched via electronic means by October 4, 2024, with remote e-voting opening on October 5, 2024, and closing on November 3, 2024. The results of the ballot will be officially recognized on November 4, 2024, after the scrutiny process is completed. To manage the voting process, the company has appointed Mr. Vishal Manseta, a practicing Company Secretary, as the scrutinizer.

In support of the split, the Board believes this corporate action will not only make the company's shares more affordable for small investors but will also improve overall market liquidity. The enhanced liquidity should broaden the investor base, a positive development for the company’s long-term growth trajectory.

The resolutions passed during this Board meeting also set in motion the alteration of SPIL's authorized share capital. Before the split, the company’s authorized capital stood at ₹35 crore, represented by 3.5 crore equity shares of ₹10 each. Following the proposed subdivision, the authorized capital will remain at ₹35 crore, but it will now be divided into 35 crore equity shares of ₹1 each. Similarly, the issued, subscribed, and paid-up share capital, which previously comprised 2.4 crore equity shares of ₹10 each, will become 24.06 crore equity shares of ₹1 each, post-split.

In line with regulatory requirements, SPIL has adhered to the disclosure obligations set by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed annexure providing the timeline for the share split and necessary amendments to the Memorandum of Association was enclosed with the official communication to the Bombay Stock Exchange (BSE). Shareholders and interested parties can access further details on the company’s website, as well as on the BSE platform.

The meeting commenced at 6:30 PM and concluded at 8:30 PM, with all resolutions being passed unanimously. The decisions taken during this meeting mark a significant step in SPIL's efforts to restructure its share capital in a way that aligns with market dynamics and investor needs.

As Sudarshan Pharma Industries Limited continues to grow and evolve, these corporate actions demonstrate the company's commitment to enhancing shareholder value and increasing the accessibility of its shares to a broader segment of the investing public.

[ebizfiling01]

Know the Key Differences between MOA and AOA.

Introduction

Each entrepreneur looks forward to the first stage of launching a company: company registration as a legal entity. Important legal documents that specify acceptable activities and limitations provide direction for businesses. While the Articles of Association (AOA) outline the company's internal governance guidelines, the Memorandum of Association (MOA) outlines the scope of the company's operations and interactions with the outside world. It is important to know the differences between MOA and AOA since together they set the foundation and operating rules required for forming a private limited company.

Meaning of MOA (Memorandum of Association)

Memorandum of Association is one of the key documents for company registration. The MOA must include a description of every activity the company is involved in. To put it simply, the Memorandum of Association establishes a connection between the business, its operations, and its interactions with shareholders, creditors, and investors. Only the actions specified in the MOA are subject to liability on the part of the corporation.

Following are the Clause related to the Memorandum of Association

Name clause: All company-related information, such as the firm's name at the beginning of an article, must be included. This includes the company's legal status (LLP or public limited company) and the industry in which it continues to operate.

Liability clause: If a company is registered under unlimited liability, it may choose to omit this clause, which contains all the information about member liability in the company.

Situation clause: This clause contains information on the company's registered office. If the company changes its registered office, the information must be updated in the clause.

Capital clause: In this clause, the maximum amount of capital that a corporation may raise is specified, along with the share distribution schedule. The capital clause lists the benefits and rights granted to the shareholders.

The object clause: This clause outlines the purpose behind the formation of the organization. This is usually not adjusted or modified. Because of this, the layout of this part is crucial and needs to be done carefully and with thorough knowledge. Any activity that isn't covered by the MOA's object clause is off-limits to the corporation. Members do not approve of such actions and are known as ultraviruses (beyond capacities).

Subscription clause: This clause mainly includes names, addresses, and contact details of the first subscribers. A private limited firm must be formed by at least two individuals. A public limited company needs to have seven members. These subscribers must accept at least one share.

 Meaning of AOA (Articles of Association)

This supplemental document outlines the management, rights, and obligations of the organization as well as its internal operations. It includes various guidelines and regulations in addition to the bylaws of the firm. The contents of the AOA align with both the Companies Act and the MOA.

A company cannot give up these capabilities. It is possible to amend the article to address topics that are not covered in the memorandum. To adjust, a specific resolution is needed.

Following is the content related to Articles of Association

Details about a company's share: include conversion, transfer, and forfeiture information in great detail. Regulations of minimum subscription and fully paid share conversion.

Details on the responsibilities, rights, and dismissal of directors: These documents contain comprehensive information on the responsibilities, authority, and appointments. Apart from this, the board of directors borrowing rights and the process for removing directors are covered.

Details on conducting meetings and holdings: Detailed descriptions are provided for holding meetings, sending out notices, and keeping minutes. Rules and regulations about the proxy, voting rights, and the necessary percentage of votes for a director are mentioned.

Rules and processes for the company's winding up: The articles may be altered if doing so serves the company's best interests. But this shouldn't go against any contracts with other parties. This is accomplished by passing a special resolution and, within 30 days of its passage, submitting a copy to the Registrar. The responsibilities of the current members shouldn't be increased in any way by this modification.

Conclusion

The difference between  MOA and AOA they serve different purposes. Within a company, the MOA outlines procedures, while the AOA outlines who is responsible for what. To put it simply, the MOA deals with the strategies and plans needed to accomplish goals, whereas the AOA deals with the roles and duties of individuals.