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Incorporation and administration ca 2013

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

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

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

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Incorporation and administration ca 2013

  1. 1. INCORPORATION & PRIVATE COMPANIES – CA 2013 (LUCKNOW BRANCH OF CIRC OF ICAI – 26TH APRIL, 2014) CA. DHRUV SETH DS@SETHSPRO.COM
  2. 2. COVERAGE  Incorporation under CA 2013  Chapter II (Sec 3 to 22)  The Companies (Incorporation) Rules  Significant amendments
  3. 3. INCORPORATION Section 3 – Formation (Sec 12 CA 1956) New  Concept of OPC Amendment NIL
  4. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 16. PRIVATE COMPANIES UNDER COMPANIES ACT 2013
  17. 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. 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. 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. 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. 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. 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

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