1. INCORPORATION &
PRIVATE COMPANIES – CA 2013
(LUCKNOW BRANCH OF CIRC OF ICAI – 26TH APRIL, 2014)
CA. DHRUV SETH
DS@SETHSPRO.COM

2. COVERAGE
 Incorporation under CA 2013
 Chapter II (Sec 3 to 22)
 The Companies (Incorporation) Rules
 Significant amendments

3. INCORPORATION
Section 3 – Formation (Sec 12 CA 1956)
New
 Concept of OPC
Amendment
NIL

4. SECTION 4 – MEMORANDUM
(SEC 13,14,20,23)
New
 Company with specific words not to be
allowed without CG approval
 Act prescribes name is valid for 60 days
without any furtherance allowed

5. SECTION 4 – MEMORANDUM
(SEC 13,14,20,23)
Amendment
 Liability of the shareholders extended to
unpaid face value + premium
 Bifurcation requirement of object clause
dispensed with
 To be in form of Tables A to E mentioned

6. SECTION 4 – ARTICLES
(SEC 26,27,28,29)
New
 Format of Articles given in table F to J
though companies free to add.
 Entrenchment provisions introduced to as
benefit for minority shareholders

7. SECTION 7 – INCORPORATION
(SEC 15,30,33)
New
 Affidavit from first subscribers, directors
and professional that information is correct
 ID proof of subscribers & directors
 Any person can challenge validity if any
material fact suppressed

8. SECTION 8 – NON-PROFIT
(SEC 25)
New
 Firm can be a member
 Can only be amalgamated with a company
formed under same section and with same
objects

9. SECTION 8 – NON-PROFIT
(SEC 25)
Amendment
 Sports, Education, Research, Environment
and Social welfare specifically added
 Alteration of MOA and AOA can only be
undertaken after CG approval
 Heavy fine of upto Rs. 1 crore for violation

10. SECTION 11 – COMMENCEMENT
(SEC 149)
Amendment
 Public company to file declaration by
director and verification of address
 Section also applies to Private Limited

11. SECTION 11 – REGISTERED OFFICE
(SEC 17A, 146, 147)
New
 CIN, Telephone number, Fax, Email, and
website on all stationary
 Change of name to be mentioned for two
years on all correspondences
 OPC to mention such below its name

12. Section 11 – Registered Office (Sec 17A, 146, 147)
Amendment
 Change of registered office to be informed
in 15 days.
 Default of Rs. 1,000 per day of default
SECTION 11 – REGISTERED OFFICE
(SEC 17A, 146, 147)

13. SECTION 13 – ALTERATION OF
MEMORANDUM (SEC 16, 18, 21)
New
 Change of state = New incorporation
certificate to be obtained after CG approval
 Approval of CG not required to add or
delete “Public” or “Private” from name
 Time limit 60 days for one state to another
provided approval of creditors etc.

14. SECTION 13 – ALTERATION OF
ARTICLES (SEC 31)
Amendment
 Alteration to be filed in 30 days
 Public to Private approval of tribunal
 No approval for converting private to
public company

15. SECTION 20 – SERVICE OF
DOCUMENTS (SEC 51,52 & 53)
New
 Documents can be served on a company by
post or delivery at registered office
 Courier service also allowed
Dropped
 Document deemed to have been served

16. PRIVATE COMPANIES UNDER
COMPANIES ACT 2013

17. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Sec 62 (Further issue of Share capital)
 Applicable to private companies also
 Valuation of shares by registered valuer
before allotment to outsider
Sec 63 (Issue of Bonus shares)
 Can be issued out of Securities premium
account but not of revaluation reserves

18. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Sec 73 (Acceptance of Deposits)
 Applicable to private companies also
 Acceptance from members subject to –
 Issuance of circular
 Filing the circular with ROC within 30 days
 Creating a separate 15% reserve for redemption
 Unsecured / Secured deposits
 Issue of Applicability to deposits already taken
under CA 1956 ?

19. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Appointment of Directors
 Private Limited companies also to file
consent
 Proposed director to also upload
notified form in 30 days
 Director not be director in greater than
20 companies (Public + Private)

20. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Financial Statements & Board Report
 Applicable to private companies also
 Several disclosures to be made :-
 Number of meetings
 Comment on auditors qualification
 Particulars of loan made under Sec 186
 Particulars of related party transactions
 Key events occurring after balance sheet

21. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Corporate Social Responsibility
 Applicable to the all companies having :-
 Net Worth => 500 crore OR
 Turnover => 1,000 crore OR
 Net profit => 5 crore
 Benefits to employees and their families
not to be part of CSR utilisation

22. PRIVATE COMPANIES –
IMPORTANT SECTIONS
Restriction on Power of board (Sec 180)
 Applicable to private companies now
 By way of special resolution
 Sell, Lease or dispose substantial or whole
 Borrow money => Capital + Free reserves
 Give time to repayment of debt of director