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    Unlike the Companies Act, 1956, the Companies Act, 2013, stipulates stringent provisions for allotment of securities. These provisions have also been made applicable to Private Companies. 

    The provisions of Section 42 and rules made thereunder are to be complied in case of allotment of Securities by Private placement and the provisions of Section 62 and rules made thereunder are to be complied in case of further issue of Securities on Preferential basis.

    The scope of Section 42 is vast, thereby any allotment even under Section 62, requires the compliance of provisions under Section 42. 

    The procedure and compliances required for issue of shares by way of Private Placement is as below: 

    1. Identifying a party who is interested in investing in the Company.
    2. Convening of Board Meeting to consider issue of security to such party, approval of draft letter of offer, and fixing of time, place and venue for convening Extra-ordinary General Meeting [EGM] for obtaining the approval of the members by way of special resolution for the proposed issue to proposed party.

    [Filing of Form MGT-14 with ROC, for the decision of the Board to issue shares [Filing pursuant to Sec. 179 (3) (c)].


    The title of the article has taken its genesis from the newly introduced Place of Provision of Service Rules, 2012 (for brevity ‘POP Rules’). As every person reading this article know that there is a paradigm shift in the taxation of the services with effective from 01.07.2012, popularly known as ‘Negative List’ regime. In addition to such shift in the taxation base, there were also new set of rules called POP Rules for determining the taxability of a transaction, generally a cross-border one. 

    Before understanding the title of the article in light of POP Rules, let us have a look at the new charging section that is Section 66B which states that there shall be levied service tax on the services provided or agreed to be provided in the taxable territory. Hence, the question to be answered is simple and one liner ‘Whether the services provided or agreed to be provided are in the taxable territory?’ If yes, then the charging section holds good and if not there is no levy. 

    However, the answer for the above question is not a one liner. One has to look carefully into the POP Rules. The main aim of the POP Rules are to guide the place of consumption of the service and let us have peek into the POP Rules to understand the significance of the title of this article. 


    Section 188 of the Companies Act, 2013 [No.18 of 2013], notified to be effective from 01.04.2014, integrates the provisions of Sections 294, 294A, 294AA, 297 and 314 of the Companies Act, 1956 [No.1 of 1956].

    The provisions of Section 188 are applicable to all Companies, including OPC/Small Companies.

    To understand the concept of “RELATED PARTY TRANSACTION”, we need to understand as to who are the said related party (ies).


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