Professional Documents
Culture Documents
WAY FORWARD
From
CS GAURAV KUMAR SHARMA
www.csgauravsharma.com
gauravdelhirav@gmail.com
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Amendments
Under Companies
Act,2013
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New Concepts
Introduced In
The Act
Auditing Standards
Associate
Company
Independent
Director
Small Company
Related Party
Promoter
Secretarial
Audit
Women
Director
Regulators
Key Managerial
Personnel
Global Depository
Receipt
Entrenchment
of Articles
Corporate
Social
CEO & CFO
Responsibility
One Person
company
Dormant
Company
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Company
Incorporation
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Basic
Requirements:
OR
Basic
requirements
Paid-up
share capital
Turnover
50 lakhs- 5
crore
2 crore-20
crore
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PRIVATE COMPANY
[SECTION 2(68)]
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property and
transaction.
has
no
significant
accounting
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SECTION 8 COMPANIES
New objects like environment protection, education, research,
social welfare etc., have been added to the existing object for
which a charitable company could be incorporated.
Contravenes the
provisions of the
Act
REVOCATION OF
LICENSE
FRAUDLENT
MANNER
Affairs of the
company are
conducted in a
Prejudicial to the
interest of
Public
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OFFICER (SECTION
2(59) )
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CEO*
CS
CFO
WTD
OTHER
OFFICER**
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ENTRENCHMENT PROVISIONS
An entrenchment provision enables a company to follow
a more restrictive procedure than passing a special
resolution for altering a specific clause of articles of
association.
A private company can include entrenchment provisions
only if agreed by all its members or, in case of a public
company, if a special resolution is passed.
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Prospectus and
Public Offer
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BASIC PROVISIONS
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ISSUE OF PROSPECTUS
Additional
Mandatory
disclosures
introduced:
The 2013 Act states that the report by the auditors on the assets
and liabilities of business shall not be earlier than 180 days
before the issue of the prospectus [section 26 (1) (b)(iii) of 2013
Act]
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Variation in terms
of contract or
objects
Offer of sale of
shares by certain
members of the
company
By Passing
Special
Resolution
EXIT OFFER
by Promoters to
Dissenting
Shareholders
Members may
in consultation
of BOD offer
their share
holding to
public
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SHELF
PROSPECTUS
GLOBAL
DEPOSITORY
RECEIPTS
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YES
Money
payable
through Cheque/DD
but not in cash
Conditions fulfilled
Prior names to be
recorded by company
before making offer
No advertisement to
inform public at large
NO
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GENERAL CHANGES:
COVERAGE OF
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(SEC 62)
price of such
shares should
be determined
using the
valuation report
of a registered
valuer, which
would be
subject to
conditions as
prescribed
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PROHIBITIONS
No default i.r.o statutory dues of
employees like PF, Gratuity and
Bonus.
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OTHER CHANGES
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ACCEPTANCE
OF DEPOSITS
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MANAGEMENT
AND
ADMINISTRATION
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Extract of AR
shall form part
of Board Report
Unlisted Co.
PSC
10 Cr or
more
PCS IN DEFAULT-
Turnover
or
Form MGT-8
Listed Co.
Mandatory
>=50 Cr.
50K-5L
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PENALTY CLAUSE
C O M PA N Y
FINE
Rs. 50,0005,00,000
O F F I C E R I N D E FAU LT
OR
More
than 6
months
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(SEC-96)
Time Period
for holding
AGM
During
Business
Hours (9.00
A.M. to 6.00
P.M.)
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Threshold
disclosure of
shareholding
Reduced from
20% to 2%
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No of members as on
date of meeting
Quorum
1000
1000<Q5000 15
5000
Private Company
2
members
personally
present
30
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PROXY (SEC-105)
Number of members which a
proxy can represent:
Number of
Members
50
number of
shares holding
in the aggregate
New
Provision
under
CA,2013
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DIRECTORS
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Other
public co
Listed co
PSC
T/O
100 Cr or
more
300 cr. Or
more
Mandatory
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NUMBER OF DIRECTORSHIP
A company can have maximum 15 directors instead
of earlier 12 directors
15
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10crores or
more
Turnover
Rs.100 crores
or more
outstanding
Exceeding Rs.
loan,
50 crores
debentures and
deposits
New
Provision
Listed Companies
at least one-third
of the total
number of
directors as
independent
directors
Contradi
ory
Provisio
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Board Meeting
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At least 4 meetings in
a year
In person, or
To be given to all
By video conferencing, or
directors whether or not
in India
Not necessary to be
held in every quarter
BOARD COMMITTEES
Audit committee
Nomination and
remuneration
committee
stakeholders
relationship
committee
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Public Companies
Paid Up Capital
Turnover
All
Companies Outstanding Loans Or
Borrowings Or
Debentures Or Deposits
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AUDIT COMMITTEE(CONT)
Establishment of Vigil
Mechanism
Paid up capital
Rs.100 crores
or more;
OR
Aggregate of
outstanding loans exceeding
or borrowings or
Rs.50 crores.
debentures or
deposits
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Audit &
Auditors
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Internal Audit
Actuarial Services
Management Services
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Dividend
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CORPORATE
SOCIAL
RESPONSIBILITY
(Section 135 )
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net worth
New
Provision
OR
turnover
net profit
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SICK COMPANY
Any Company can be declared as a Sick Company and not
necessarily an Industrial Unit
STREAMLINING REQUIREMENTS
Section extends to the reduction of share capital, buy-back,
takeovers and corporate debt restructuring as well
objection to any compromise or arrangement can
now be made only
CROSS-BORDER MERGERS
allowed between Indian Companies and Foreign
Companies incorporated in prescribed jurisdictions
Prior approval from RBI required and the scheme
must provide for payment to shareholders of the
merging Company in any combination of cash and
IDRs
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REGULATORS:
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THANKS
www.csguaravsharma.com
9990694230
gauravdelhirav@gmail.com
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