1. The document presents information on changes brought about by the Companies Act 2013 regarding various areas like raising money, shares and securities, restructuring and revival, accounts and audit, management and meetings, compliance and disclosures, and governance.
2. Key changes include more regulations around raising funds through securities and deposits, new rules for shares and securities, provisions for restructuring sick companies, increased financial reporting and disclosure requirements, expanded duties for directors, and strengthened governance norms.
3. The Companies Act 2013 aims to improve corporate practices and conduct of business through these numerous changes impacting different facets of company operations and management.
OBJECTIVE
Slump sale is a method of corporate restructuring. Slump sale is generally undertaken to hive off a part of the business division, to weed out a loss making division and to focus on the core business activities and improve its performance. The webinar covers the provisions under Companies Act, 2013, secretarial compliance aspects and judicial precedents.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
OBJECTIVE
Slump sale is a method of corporate restructuring. Slump sale is generally undertaken to hive off a part of the business division, to weed out a loss making division and to focus on the core business activities and improve its performance. The webinar covers the provisions under Companies Act, 2013, secretarial compliance aspects and judicial precedents.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
It covers the topics: corporate social responsibility, models of corporate governance, Board of Directors, Shareholders, Board Committees, Sustainable Development
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
Companies Act - Companies Act, 1956 - Features - Types of Companies Act under the Act - Introduction of Companies act 2013 - Structural Comparison - Objectives of the Act - Meaning and Features of the Company - Monitoring and Regulatory Authorities - SFIO - NCLT - Challenges of Companies act 2013 - Provisions of Company Act 2013 -
It covers the topics: corporate social responsibility, models of corporate governance, Board of Directors, Shareholders, Board Committees, Sustainable Development
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
Companies Act - Companies Act, 1956 - Features - Types of Companies Act under the Act - Introduction of Companies act 2013 - Structural Comparison - Objectives of the Act - Meaning and Features of the Company - Monitoring and Regulatory Authorities - SFIO - NCLT - Challenges of Companies act 2013 - Provisions of Company Act 2013 -
How to Begin Secretarial Audit (Compliance of All Applicable Law )Pavan Kumar Vijay
My Presentation at ICSI on 13/03/2015- "How to Begin- Secretarial Audit".
Secretarial Audit is a process to check compliance with –
• the provisions of various laws and Rules/Regulations/Procedures,
• maintenance of books, records etc,
• by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes.
• the Board of Directors has to give explanation in the Board’s Report to every qualification and observation or other adverse remark made by the Secretarial Auditor.
•So we can say that the Board of Directors has to ensure that there should be a system in the company through which Compliance Officer can Control on all compliances under all applicable Laws.
Read more...
The presentation discusses various aspects of Corporate Governance and involved issues, keeping in view the recent developments and controversies arose in conglomerates such as Tata and Infosys. It aims at portraying the extant position in filed of Corporate Governance vis-a-vis a pragmatic view of what it would be.
SEBI tightens compliances and disclosures for listed entities - Amends LODR R...Economic Laws Practice
SEBI has notified various amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 (Amendment Regulations).
Formation and structuring of any business depends upon various factors like financial stability, control over business, management decisions etc. on basis of such factors businessperson decides to adopt model for his business that could be a sole proprietorship, partnership firm, company, HUF etc.
In India, setting up of business in form of a Company is highly favoured and accepted when compared with other forms of business. Although a Company itself can be incorporated into three categories, Private Limited Company or Public Limited Company or One Person Company, thereafter it can bifurcated as per the nature of business, capital, guarantee like non-profit organisation, Company limited by guarantee etc.
People were generally inclined towards formation of private company as it can be easily formed when compared to incorporation of a public limited company. However, with the enforceability of Companies Act, 2013, new concept in India, One Person Company has gained significant popularity due to its unique features like ownership and control is retained by single person similar to a sole proprietorship which makes the idea of incorporating a one person company lucrative to all sort of businessperson.
One Person Company is easily incorporated with sole member , one nominee and one director only. Any person can arrange for nominee and in almost every OPC sole member acts as director, thus there is no hassle in constituting board of director as required in case of private company. As OPC is a hybrid form of sole proprietorship and a private company it enjoys benefit of both including but not limited to full control over business, easy management, lesser compliance, separate legal entity etc.
Giving shares can be a great incentive but be aware that they can be difficult to buy back! For further information and advice, please contact ana.gresapico@ocsolicitors.com, or 0207 067 4300.
Giving shares can be a great incentive but be aware that they can be difficult to buy back! For further information and advice, please contact ana.gresapico@ocsolicitors.com, or 0207 067 4300.
Giving shares can be a great incentive but be aware that they can be difficult to buy back! For further information and advice, please contact ben.robson@ocsolicitors.com, or 0207 067 4300.
Giving shares can be a great incentive but be aware that they can be difficult to buy back! For further information and advice, please contact gabi.olson-welsh@ocsolicitors.com, or 0207 067 4300.
Objectives & Agenda :
Issue by way of private placement of debentures provides a reliable source of finance to meet the long term funding needs of an enterprise. It can be issued by public and private companies. The webinar covers the statutory provisions under Companies Act, 2013 for issue of debentures on private placement basis, various procedures, compliance aspects involved and judicial precedents.
A Presentation given by Mr. Pavan Kumar Vijay, Past President, ICSI, Chairman-Secretarial Standards Board
on Corporate Governance through the eyes of Secretarial Standards.
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on M&A Valuation and challenges at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016. Corporate Professionals acted as the event supporting partner.
• In case of a merger valuation, the emphasis is on arriving at the relative values of the shares of the merging companies to facilitate determination of the swap ratio, hence, the purpose is not to arrive at absolute values of the shares of the companies. The key issue to be addressed is that of fairness to all shareholders. There are established legal precedence for merger valuation methodologies:
• Valuer’s role is to incorporate case specific factors and use appropriate methodologies so as to determine a fair ratio
• Usually, best to give weight ages to valuation by all methods
• Market price method and Earnings methods dominate.
• It is observed that in case of M&A, the Valuations depart from the concept of “Fair Value” as elements like Distress Sale, Desperate Buy, Comparable Transaction Multiples come into play reflecting Price than Value.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Relative Valuation - Techniques & Application at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016.
Relative Valuation in which value of an asset or liability is done by comparing it to its Peers is pervasive and preferred for ascertaining Fair Value at a point of time as it reflects the market positioning of the Industry and Peers at that time. While Discounted Cash Flow (DCF) method is applied for arriving at Fundamental Valuation, most M&A transaction are based on Relative Valuation multiples (mostly Earnings based). The valuation ratio typically expresses the valuation as a function of a measure of Key Financial Metrics like PE, EV/EBITDA, EV/Sales or Book Value Multiple.
But before using a multiple, one should know the fundamentals determining the multiple and how changes impact it. Sanity check through use of fundamental valuation method like DCF is strongly recommended.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Valuation Principles & Techniques in Ind AS at a seminar organised by Gurgaon Branch of ICAI on 3rd September, 2016.
IndAS113 prescribes Fair Valuation definition, Techniques, Application and its Hierarchy. About 75% of the Balance Sheet Size is expected to change due to Fair Value Accounting (#IndAS109 #Financial Instruments, #IndAS102 #Share based payments, #IndAS16 Property Plant Equipments (PPE), #IndAS103 #Business combination etc. shall be impacted using #FairValue. Time to get ready, Plan Prepare and Align with the new requirements...
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014Corporate Professionals
With our endeavor to disseminate information upon the SEBI’s new Regulations, we have prepared a small presentation on Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014.
LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
Have you ever heard that user-generated content or video testimonials can take your brand to the next level? We will explore how you can effectively use video testimonials to leverage and boost your sales, content strategy, and increase your CRM data.🤯
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3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
Looking for professional printing services in Jaipur? Navpack n Print offers high-quality and affordable stationery printing for all your business needs. Stand out with custom stationery designs and fast turnaround times. Contact us today for a quote!
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
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➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
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➢ Korean President visits Samsung Electronics R&D Center
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"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
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Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
2. 1.
Note: This presentation uses the word “prescribed” in
many slides. It refers to that part of the law, which will be
prescribed later through Rules.
6. RAISING OF MONEY
Fund Raising
Through
Securities
Through
Deposits
Initial/ Follow on Public
Offers (IPO/FPO)
Private Placement
Only prescribed companies
with a prescribed credit
rating allowed this route
Rights/ Bonus Shares
The Act seeks to regulate raising of money through all types of securities, and not just shares or debentures
The Act also requires all listed companies or companies intending to get listed have to comply with the provisions of
The SEBI Act, 1992
7. RAISING OF MONEY
RAISING OF MONEY
Changes in provisions regarding fund
raising through SECURITIES
6.
8. RAISING OF MONEY
PRIVATE PLACEMENT OFFER
CONDITIONS
PUBLIC OFFER
To a section of public other
than QIBs and Employees
under ESOP
Comply with provisions of
Companies Act, Securities
Contract Regulation Act, 1956
and SEBI Act, 1992
To not more than 50 people
or such higher number as
may be prescribed
Should comply with
prescribed terms &
conditions
Invitation through private
placement offer letter and
not prospectus
YES
NO
Conditions
fulfilled?
9. RAISING OF MONEY
PROCEDURAL ASPECTS OF PRIVATE
PLACEMENT
Offer to be made by
name and to those
whose name is
recorded by the
company prior to
invitation
Offer to be made
only after
allotments under
any previous offer
have been
completed
Allotment to be
made within 60
days of receipt of
funds
Funds to be
received only
through the
banking channel,
and not as cash
10. 9.
RAISING OF MONEY
Significant changes in the provisions of PROSPECTUS
VARIATION IN
OF
PROSPECTUS OR
WILL BE :
Subject to Special Resolution
Require Mandatory Exit Option to dissenting shareholders
Face restriction on use of amount raised by it for buying,
trading or dealing in equity shares of another company
11. RAISING OF MONEY
ISSUANCE
OF
The provision will no
more be limited to Public
Financial Institutions,
Public Sector Banks or
Scheduled Banks
12. RAISING OF MONEY
Separate Provisions with respect
to offer of Sale by existing
shareholders
Subject to prescribed conditions,
Global Depository Receipts may be
issued by passing a Special Resolution
under the current scenario Preferential
Guideline is to be followed
13. RAISING OF MONEY
A Company may pay commission to any person
in connection with subscription
of its securities but subject to prescribed
conditions
15. RAISING OF MONEY
The provisions relating to acceptance of
deposits will not apply to NBFCs. They
will be governed by rules issued by the
Reserve Bank of India.
Only those companies fulfilling the
prescribed conditions and carrying a
prescribed credit rating are eligible to
accept deposits
16. RAISING OF MONEY- By Deposits
Prohibition on accepting deposits from
public, except in the prescribed manner
Accepting deposits from members subject
to approval by shareholders only
21. SHARES & SECURITIES – General Changes
OF
Public Companies also
Recognition and
or more
persons regarding transfer of
securities, enabling
SHARES in
22. SHARES & SECURITIES
USE OF
that
comply with
accounting standards
prescribed for such
companies
23. SHARES & SECURITIES
Various changes regarding Shares & Securities
GENERAL CHANGES
Changes regarding
VOTING RIGHTS
Changes regarding
ISSUE OF SHARES
24. SHARES & SECURITIES – Voting Rights
Equitable voting rights for
equity and preference
shareholders with respect to
their paid up capital
On resolutions affecting
rights of both categories
Preference shareholders allowed
to vote on every resolution
placed before shareholders’
meeting
If dividend payable to any
class of preference
shareholders in arrear for
more than 2 years
No classification between
cumulative and
non-cumulative preference
shares
For identification of voting
rights
25. SHARES & SECURITIES
Various changes regarding Shares & Securities
GENERAL CHANGES
Changes regarding
VOTING RIGHTS
Changes regarding
ISSUE OF SHARES
26. SHARES & SECURITIES
Private companies have to comply
with provisions for further issue of
shares that were applicable to public
companies only
New provision for allotment of ESOP, rules
will be provided soon
27. SHARES & SECURITIES
ISSUE OF
Shares cannot be issued at a discount, except
as
which can be issued at a
discount even now
28. SHARES & SECURITIES
OF
RIGHTS SHARES
Company can dispose off only those shares in a Rights
issue that haven’t been subscribed to by shareholders in a
manner advantageous to the company
29. SHARES & SECURITIES
PROHIBITION ON
A company cannot go for a
bonus issue if it has defaulted
in payment of:
Interest or principal on
fixed deposits or debt
securities issued by it
Statutory dues of employees
such as contribution to
provident fund, gratuity
and bonus
30. SHARES & SECURITIES
CALCULATION OF
Issue price of shares offered to persons other than existing
shareholders and employees under ESOP shall be computed
on the basis of Registered Valuer’s report
33. RESTRUCTURING & REVIVAL
Reduction of Capital
accounting treatment
proposed by the company for such reduction conforms with the
accounting standards
if the company is in arrears for payment of
deposits
34. RESTRUCTURING & REVIVAL
Compromise or Arrangement
M
E
E
T
I
N
G
S
Notice of any meeting in this matter
required by the Tribunal to also be
given to the Central Government,
Income Tax Authorities, RBI, SEBI
and CCI
Calling of meeting of members or
creditors now mandatory (after
consent received by postal ballot) for
approval of compromise by persons
representing at least 3/4th of the
value of members of creditors
35. 35.
RESTRUCTURING & REVIVAL
Additional Disclosures in the
notice for
Compromise/Arrangement
Effect on material
interests of the directors
or the debenture
trustees
Valuation Report
Effect on creditors,
KMPs, members,
debenture holders
36. RESTRUCTURING & REVIVAL
Compromise or Arrangement
Abolition of Treasury Stocks
Shares arising out of arrangement
or compromise to be cancelled
and extinguished and not to be
held by the transferee company in
its own or a Trust’s name,
whether on its behalf or on behalf
of a subsidiary or associate
company
37. RESTRUCTURING & REVIVAL
Additional information to be included in affidavit for
the compromise/arrangement application
of company, if
any
consented by at
least 75% secured
creditors
38. RESTRUCTURING & REVIVAL
Affidavit for Scheme of Corporate Debt Restructuring
(CDR) should include
Safeguards for
secured/
unsecured
Statement if
certifying
that fund
requirements post
CDR will confirm
to liquidity test
for
CDR adopted
for all assets by a
Registered Valuer
39. RESTRUCTURING & REVIVAL
Fast Track Merger
for merger between two or more small
companies or a holding and its wholly owned subsidiary or some other
class of companies
to approve & effect the scheme if the
Official Liquidator and the Registrar to the scheme have no objections
40. RESTRUCTURING & REVIVAL
Fast Track Merger of certain Companies
between Indian companies and foreign
companies incorporated in prescribed jurisdictions
and the scheme must provide for
payment to shareholders of the merging companies in any combination of
cash and depository receipts
41. RESTRUCTURING & REVIVAL
Sick Company
:
Any company, and not just an industrial unit, can be
declared as a sick company
Erosion of 50% of net worth no longer a criteria
Inability to repay 50% or more of secured debts within 30 days
of being served notice by the creditors. Application to declare a
company sick may be moved by:
The company itself, OR
The creditors representing 50% or more of secured
debts
43. ACCOUNTS & AUDIT
Financial Statements
and statement of changes in company’s equity
now to be parts of Financial Statements
i.e. Apr-Mar to be adopted by all the
companies. (Relaxation only to foreign companies and subsidiaries of
overseas companies subject to Tribunal’s approval)
combining
associates and joint ventures
accounts
of
subsidiaries,
44. ACCOUNTS & AUDIT
Re-opening/ Revising Books of Accounts
Allowed subject to Tribunal/ Court’s
directions, which shall also notify
Central Government & Income Tax
Authorities
Can also be done by Tribunal/Court in
case of frauds, mismanagement or
financial irregularities
Revision allowed for up to three preceding
financial years but detailed reasons for
change to be mentioned in the Board’s
report
Change allowed to rectify mistakes or on
change of accounting policy
45. ACCOUNTS & AUDIT
Auditors
To be appointed for a term of 5 years
In case of an audit firm, the auditing partner and team to be
rotated annually, if the shareholders desire
46. ACCOUNTS & AUDIT
Auditor’s Duty
Additional reporting in the
Auditor’s report
1
2
3
Qualification/ reservation or
remark regarding maintenance of
accounts
Remarks on adequacy &
effectiveness of internal financial
controls
Addition disclosures requirements
for certain companies to be
prescribed by the central
government
Reporting to the central
government
Any offence/ fraud committed by
company’s officers noticed during
the course of audit
48. MANAGEMENT & MEETING
The new law brings about changes to aspects of
management of a company and infuses more
accountability
DIRECTORS & KEY
MANAGERIAL
PERSONS
Requirement for
appointment
Maximum number
Condition for
removal
Extended duties
SHAREHOLDERS’
MEEETING
BOARD
MEEETING
Quorum
Notice
Postal Ballot
Participation of
Directors
Number & Timing
50. MANAGEMENT & MEETING
DIRECTOR’S
A prescribed class of companies required to have:
Managing Director/ CEO/ Manager
Whole Time Director in the absence of
MD/CEO/Manager
Company Secretary
Appointment of such persons to ensure better governance of the
company
51. MANAGEMENT & MEETING
DIRECTORS
A company can have maximum 15 directors on the board instead of
12 earlier
Any increase beyond 15 will require
the approval of shareholders by way
of Special Resolution
No need for the central government’s approval for
increase in number of directors
52. MANAGEMENT & MEETING
DUTIES OF A DIRECTOR
To act in accordance with the Articles of Association
To act in good faith to promote the objects of the company in the best
interests of its members, shareholders, employees, community and
environment
To exercise duties with due and reasonable care, skill and diligence
To avoid getting involved in situations in which he may have a direct/
indirect interest that conflicts or may conflict with the interest of the
company
To not achieve or attempt to achieve any undue gain or advantage to
himself or his relatives/ partners or associates
To not assign his office (any such assignment will be void)
53. MANAGEMENT & MEETING
EXPRESS DUTIES OF DIRECTORS
Bring accountability in the
functioning of director
Ease of finding the case of
negligence by directors
55. MANAGEMENT & MEETING
QUORUM shall now be considered as:
QUORUM
(No. of Members
personally Present)
NUMBER OF MEMBERS AS ON
THE DATE OF MEETING
5
≤ 1000
15
1000 < number ≤ 5000
30
≥ 5000
A higher quorum, as compared to the earlier requirement, will
ensure greater participation by shareholders
56. MANAGEMENT & MEETING
POSTAL BALLOT
Provision now applicable to all companies
whether listed or not
Apart from the prescribed resolutions, any other
resolution can be passed by postal ballot except
that of ordinary business or that where a
director /auditor has right to be heard
58. 59.
MANAGEMENT & MEETING
BOARD MEETING- SOME NEW PROVISIONS
1
2
Notice of the
Meeting
Participation
of Directors
In person, or
Minimum 7 days
notice
To be given to all
directors, whether in
India or not
Can be sent through
any means: hand
delivery, post or
electronically
By video
conferencing, or
Any other audiovisual means capable
of recording,
recognizing and
storing the
participation of
director with date &
time
3
Number & Timing
of Meetings
At least 4 meetings in
a year
Not necessary to be
held in every quarter
Time gap of not
more than 120 days
between two
meetings
Meeting at shorter notice allowed, subject to attendance by at least one independent director
or subsequent ratification of decision by all directors
60. COMPLIANCE & DISCLOSURES
Enactment of the Companies Act 2013 will bring:
Increased compliances and
disclosures
Stringent penalties for
contravention of law
62. COMPLIANCE & DISCLOSURES
Additional disclosures required in the Annual
Return of a company
Details regarding:
PRINCIPAL BUSINESS ACTIVITIES
of the company, its subsidiary, holding and
associates
PROMOTERS and KMPs
of the company & changes regarding them
since closure of last financial year
63. COMPLIANCE & DISCLOSURES
PENALTIES
imposed on the company, directors &
officers and the compounding of
offences
FIIs’
shareholding, their names, addresses &
other details
64. COMPLIANCE & DISCLOSURES
Additional Disclosures in the Director’s Report of
the Company
Company’s policy and selection criteria for
appointment of directors
Details of Loans, Guarantees and
Investments u/s 186
65. COMPLIANCE & DISCLOSURES
Contracts & arrangements with related
parties & justification
CSR policy and reason failure to spend 2%
on CSR, if applicable
Remuneration policy for Directors and
KMPs and ratio of each director’s
remuneration to employees’ median
remuneration
66. COMPLIANCE & DISCLOSURES
Other Compliances
A Return on change in shareholding of promoters and
top ten shareholders to be filed with Registrar within 15 days of
such change
A Report on every Annual General Meeting and inclusion
of confirmation that meeting was convened, held and conducted as
per the Act and Rules there under.
67. COMPLIANCE & DISCLOSURES
The increased
disclosures
will improve the
manner in which
annual general
meetings are held
and lead
to more
transparency
69. GOVERNANCE
Considering the fact that Corporate Governance forms the main
thrust of the Companies Act, various provisions have been
modified or added relating to:
Unpaid Dividend
Internal
Audit
Restrictions on
Board
Forward Dealing
Loan &
Investment
Related Party
Transaction
70. GOVERNANCE
Unpaid Dividend
Every company to list names of
shareholders, their addresses and
dividend unpaid to them on the
company’s website within 30 days
of transferring funds to unpaid
dividend account
Shares on which unpaid dividend
or other amount have been
transferred to IPEF, are to be
transferred in the name of IPEF
71. GOVERNANCE
Forward Dealings
Forward dealings in securities of
the company by key managerial
personnel now prohibited
as listed companies
already governed by insider
trading laws
72. GOVERNANCE
Internal Audit
Prescribed companies to appoint
internal auditor being a chartered
accountant or a cost accountant or
any other prescribed professional
Such professional to carry out
internal audit functions and ensure
establishment of internal financial
control system
73. GOVERNANCE
Loan and Investment by any Company
Loans & advances to any company or person allowed
only if there is a specific purpose for the use of such
loans/advances
Company in default of repayment of deposits
or interest thereon not allowed to give loans/deposits
Capital market intermediaries not allowed
to accept inter-corporate loans or deposits above a
prescribed limit
74. 75.
GOVERNANCE
NBFCs in the business of acquiring shares & securities
exempt from these provisions in respect of such acquisition
Companies restricted from making investment through
more than 2 layers of investment companies. The provision
will not effect:
Indian company acquiring an overseas company
that has more than two layers of investment
subsidiaries
A subsidiary company with
investment subsidiary for the purpose of
compliance to a law in force
75. GOVERNANCE
Restrictions on the Board
Private companies will now also be required to take
permission of shareholders through special resolution for
following matters:
Borrow money in excess of paid capital and capital
reserves
Remit or give time for a payment due from
director
Sell/lease or dispose whole or substantially whole
of the undertaking
76. 77.
GOVERNANCE
Restrictions on the Board
An undertaking has now been defined under the law. An
undertaking under the Act means an undertaking:
That generates at least 20% of the
company’s income
In which the company’s investment exceed
20% of its networth as per the last audited
Balance Sheet
78. NEW CONCEPTS
Constitution of CSR Committee by a company
having any of the following:
NET WORTH
of Rs 500 crore
or more
TURNOVER
of Rs 1,000
crore or more
NET PROFIT
of Rs 5 crore
or more
79. NEW CONCEPTS
Companies to spend on
CSR activities at least 2%
of the average net profit
of the preceding 3
financial years.
Reasons in case of failure
to be disclosed in the
Board report
80. NEW CONCEPTS
1.
Who can seek registration as a Dormant
Company:
A future project
Holding an asset
Holding Intellectual Property
2.
Not been carrying out any business or operation
Not made any significant accounting transaction during last 2 financial years
Not filed financial statements and annual returns during last 2 financial years
81. NEW CONCEPTS
Dormant Company, which
otherwise
has very few compliance
requirements, can become
an
active company by applying
to the Registrar of
Companies
82. NEW CONCEPTS
Who can file
a class
action?
Any class of members or depositors
When can it
be filed?
If they believe that the conduct of the
company’s affairs by its management:
Is prejudicial to the interests of :
The company
Any class of members
Any class of depositors
83. NEW CONCEPTS
ORDERS THAT CAN BE SOUGHT
Declaration of a resolution altering
MOA/AOA as void if passed with
suppression of material
information/ misstatement
Restrain the company from an act
contrary to the provisions of the
Companies Act
Restrain the company from any
action contrary to the resolution
passed by members
Restrain the company from an act
ultra vires the AOA or MOA
Restrain the company from
breaching any provision of AOA or
MOA
Claim any damages/ compensation
or demand any other suitable
action in cases of wrongful/
fraudulent/ unlawful act by
directors/ auditors/experts
84. NEW CONCEPTS
SFIO:
To operate as MCA’s premier agency
for investigating frauds related to
companies
To consist of experts from specified
fields and other officers as prescribed
85. NEW CONCEPTS
The central government may also refer
cases where investigation into affairs of
a company is needed to the SFIO
In such a case, no other investigating
agency of the state or central government
will proceed with the concerned
investigation