The document discusses changes brought about by the Companies Act 2013 regarding various aspects of corporate governance and business conduct. Key changes include more stringent rules for raising funds through securities or deposits, regulations on share issuances and voting rights, requirements for audits and financial reporting, compliance and disclosure obligations, and provisions regarding board meetings, related party transactions, and unpaid dividends. The Act aims to increase transparency and accountability in company operations.
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.
The document discusses various financial and tax planning decisions including capital structure decisions, dividend policy, bonus shares, capital gains, bond washing transactions, make or buy decisions, repair/replace decisions, and shutdown or continue decisions. It also discusses tax planning related to amalgamation or demerger of companies, conversion of firms to companies, and conversion of sole proprietorships to companies. Key considerations for various decisions are outlined relating to taxation.
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).
This document provides an overview of key changes between the Companies Act, 1956 and the new Companies Act, 2013. It compares provisions around incorporation, share capital, deposits, charges, management and meetings. Some key changes include stricter due diligence for company incorporation, requirements for independent directors and key managerial personnel, limits on auditor appointments, provisions around related party transactions, and faster processes for mergers and restructuring. The new law aims to improve corporate governance and bring more accountability in company operations.
Loans to directors & related party transactions under ca 2013Mallampalli Ruthvik
This document provides an overview of Sections 185, 186, and 188 of the Indian Companies Act, 2013, which cover loans to directors, inter-corporate loans and investments, and related party transactions. Section 185 restricts loans by companies to directors and related parties. Section 186 sets limits on inter-corporate loans and investments up to 60% of capital and reserves. Section 188 requires board approval and shareholder approval for certain related party transactions above threshold values. Notifications have provided some exemptions for private companies. Non-compliance can result in fines and imprisonment for officers in default.
09 Mba Bl Lec Oct 07 Shares Members CapitalUmang Doshi
The document discusses various aspects of shares, share capital, shareholders, directors and auditing in companies. It provides details on allotment of shares, types of shares, share capital structure, rights and duties of shareholders and directors. It also covers topics like dividends, maintenance of accounts, statutory audits and qualifications/duties of auditors.
The document discusses various provisions related to the issue of capital by companies under Indian law. It covers topics like the memorandum of association, capital clause, alteration of capital clause, reduction of share capital, variation in rights of shareholders, prospectus, and allotment of shares. Key points include that the memorandum defines and limits a company's powers, a capital clause states the share capital amount and structure, and special provisions under law regulate the initial and subsequent allotment of shares offered to the public.
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.
The document discusses various financial and tax planning decisions including capital structure decisions, dividend policy, bonus shares, capital gains, bond washing transactions, make or buy decisions, repair/replace decisions, and shutdown or continue decisions. It also discusses tax planning related to amalgamation or demerger of companies, conversion of firms to companies, and conversion of sole proprietorships to companies. Key considerations for various decisions are outlined relating to taxation.
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).
This document provides an overview of key changes between the Companies Act, 1956 and the new Companies Act, 2013. It compares provisions around incorporation, share capital, deposits, charges, management and meetings. Some key changes include stricter due diligence for company incorporation, requirements for independent directors and key managerial personnel, limits on auditor appointments, provisions around related party transactions, and faster processes for mergers and restructuring. The new law aims to improve corporate governance and bring more accountability in company operations.
Loans to directors & related party transactions under ca 2013Mallampalli Ruthvik
This document provides an overview of Sections 185, 186, and 188 of the Indian Companies Act, 2013, which cover loans to directors, inter-corporate loans and investments, and related party transactions. Section 185 restricts loans by companies to directors and related parties. Section 186 sets limits on inter-corporate loans and investments up to 60% of capital and reserves. Section 188 requires board approval and shareholder approval for certain related party transactions above threshold values. Notifications have provided some exemptions for private companies. Non-compliance can result in fines and imprisonment for officers in default.
09 Mba Bl Lec Oct 07 Shares Members CapitalUmang Doshi
The document discusses various aspects of shares, share capital, shareholders, directors and auditing in companies. It provides details on allotment of shares, types of shares, share capital structure, rights and duties of shareholders and directors. It also covers topics like dividends, maintenance of accounts, statutory audits and qualifications/duties of auditors.
The document discusses various provisions related to the issue of capital by companies under Indian law. It covers topics like the memorandum of association, capital clause, alteration of capital clause, reduction of share capital, variation in rights of shareholders, prospectus, and allotment of shares. Key points include that the memorandum defines and limits a company's powers, a capital clause states the share capital amount and structure, and special provisions under law regulate the initial and subsequent allotment of shares offered to the public.
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.
Ppt on incorporation of company as per new company act, 2013 (updated)Sandeep Kumar
The document outlines the key steps and requirements for incorporating a company under the Companies Act of 2013 in India. It discusses reserving a company name, drafting the memorandum and articles of association which define the company's constitution and internal management, applying for incorporation and the documents required, and receiving a certificate of incorporation. It also summarizes some of the main contents of a memorandum and articles of association such as membership, rights of members, and limitations.
This document provides an overview of the demerger process under Indian law. It begins with definitions of a demerger and discusses the key tax considerations from the 2019 Union Budget. It then explains the different types of demergers and compares the demerger provisions under the Companies Act and Income Tax Act. The remainder of the document outlines the regulatory requirements and process for undertaking a demerger according to the Companies Act, SEBI regulations, and important documentation needed.
Dividends are payments made to shareholders that are usually paid out of a company's current or retained earnings. Some companies pay dividends while others do not. Companies that pay dividends tend to be larger and more stable businesses with little growth potential. Paying dividends provides current income to investors but also takes away money that could be reinvested in the company. Dividend policies are influenced by legal requirements as well as financial, economic, and market factors.
The document discusses company shares and share capital. It defines shares, preference shares, and equity shares. Preference shares have preferential rights over equity shares in regards to dividends and capital repayment. Equity shares do not have preferences. Share capital includes authorized, issued, subscribed, paid-up, called-up, and uncalled capital. The document also discusses allotment of shares, transfer of shares, dividends, and the required contents of a prospectus.
This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- SECP issued NBFC Rules in 2003 and Prudential Regulations for NBFCs in 2004 to regulate their establishment and operations.
- The Finance Act of 2007 introduced notified entities and expanded SECP's regulatory powers.
- The NBFC and Notified Entities Regulations of 2007 were notified to regulate both and superseded previous rules and regulations.
- The regulations cover minimum capital requirements, investment limits, exposure limits, conditions for granting facilities, and provisioning requirements for
This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- NBFCs were divided and regulated by different bodies like SECP and SBP. The NBFC and Notified Entities Regulations of 2007 consolidated regulation of these entities.
- The regulations define NBFCs and notified entities and set rules around their establishment, operations, minimum capital requirements, investment limits, exposure limits, and other operational conditions.
- Additional provisions are outlined for specific types of NBFC business like leasing, investment finance services, housing finance, venture capital investment
The document discusses various topics related to company shares and capital structure under Indian law. It defines shares, preference shares, equity shares, and different types of share capital including authorized, issued, subscribed, paid-up, called-up, and uncalled capital. It also covers share classification, allotment of shares, transfer of shares, dividends, and the key contents required in a prospectus for public issuance of shares.
The document outlines various compliance requirements that must be included in company financial statements. It discusses 15 key items that must be reported on, including fixed assets, inventory, loans to related parties, statutory dues, and utilization of IPO proceeds. It also summarizes the reporting requirements for specific compliances regarding loans to related parties, investments and guarantees, acceptance of deposits, cost record maintenance, and related party transactions.
The document discusses company shares and share capital. It defines shares as a portion of a larger amount divided among people or to which people contribute. Shares are classified as preference shares or equity shares. Preference shares carry preferential rights to dividends and capital repayment over equity shares. Equity shares do not enjoy preference in dividend payments or capital repayment. Share capital includes authorized, issued, subscribed, paid-up, called-up, and uncalled capital. A prospectus must include information on the company, investment objectives, share details, purchasing and repurchasing shares, fees and management.
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 gabi.olson-welsh@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.
This presentation, from the Invest for the Future Conference on January 25, 2011, aims to help women entrepreneurs increase access to finance for their business by explaining Private Equity (PE) in easy to understand terms.
The presentation discusses what PE is, how it can be used to finance or start up your business, and what to expect in a base-case PE deal.
Thanks,
IFTF Team
Provident funds are retirement savings plans where monthly contributions are made by both employees and employers. Companies establish provident funds as they allow tax deductions for contributions and investment returns are tax exempt. The funds are governed by trust deeds and rules which trustees administer, making investments and distributing returns to members. A provident fund audit involves verifying contributions, investment income and returns, members' accounts, expenses and ensuring compliance with legal requirements.
Objectives & Agenda :
Companies procure funds from various stakeholders by way of debentures, bonds, etc. In addition, they procure funds by way of inviting / accepting deposits from the public. In order to protect the interest of the depositors, stringent provisions are laid down in Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules. This webinar provides an overview of the term deposits, inclusions and exclusions, eligible companies to accept deposits, conditions for acceptance of deposits, procedural aspects, penal provisions and income tax implications.
The document discusses the process of liquidating a company. It provides details on:
- The definition of liquidation and winding up of a company.
- The three modes of liquidation: compulsory, voluntary, and under court supervision.
- The roles and powers of the liquidator in taking control of company assets/affairs.
- The consequences of winding up like discharge of employees and end of company existence.
- Preparation of statements of affairs and deficiency accounts.
- Order of payment of creditors, shareholders and distribution of surplus.
Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
The hotel unit introduced several new technologies and systems to improve the guest and customer experience. QR code based scanner menus were placed in rooms for easier access to entertainment options. A coupon system was implemented at the bar to reduce cash transactions and crowds, especially on weekends. Finally, the unit started using system-generated electronic KOTs through their POS system instead of manual paper KOTs across all outlets, with KOTs now attached to invoices.
The document discusses three adjudication orders issued by Registrars of Companies (ROCs) for non-compliance with the Companies Act, 2013 by various companies.
The first order imposed penalties on ERIS HEALTHCARE PRIVATE LIMITED and its directors for failing to file Form MGT-14 with the ROC regarding a resolution passed to provide loan to a subsidiary, violating Section 117 read with Section 185.
The second order imposed penalties on GSHP MUTUAL BENEFIT INDIA LIMITED for defaulting on filing its financial statements for FY 2019-20 as required under Section 137.
The third order imposed penalties on JAGDISH SILK MILLS PRIVATE LIMITED for not
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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.
Ppt on incorporation of company as per new company act, 2013 (updated)Sandeep Kumar
The document outlines the key steps and requirements for incorporating a company under the Companies Act of 2013 in India. It discusses reserving a company name, drafting the memorandum and articles of association which define the company's constitution and internal management, applying for incorporation and the documents required, and receiving a certificate of incorporation. It also summarizes some of the main contents of a memorandum and articles of association such as membership, rights of members, and limitations.
This document provides an overview of the demerger process under Indian law. It begins with definitions of a demerger and discusses the key tax considerations from the 2019 Union Budget. It then explains the different types of demergers and compares the demerger provisions under the Companies Act and Income Tax Act. The remainder of the document outlines the regulatory requirements and process for undertaking a demerger according to the Companies Act, SEBI regulations, and important documentation needed.
Dividends are payments made to shareholders that are usually paid out of a company's current or retained earnings. Some companies pay dividends while others do not. Companies that pay dividends tend to be larger and more stable businesses with little growth potential. Paying dividends provides current income to investors but also takes away money that could be reinvested in the company. Dividend policies are influenced by legal requirements as well as financial, economic, and market factors.
The document discusses company shares and share capital. It defines shares, preference shares, and equity shares. Preference shares have preferential rights over equity shares in regards to dividends and capital repayment. Equity shares do not have preferences. Share capital includes authorized, issued, subscribed, paid-up, called-up, and uncalled capital. The document also discusses allotment of shares, transfer of shares, dividends, and the required contents of a prospectus.
This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- SECP issued NBFC Rules in 2003 and Prudential Regulations for NBFCs in 2004 to regulate their establishment and operations.
- The Finance Act of 2007 introduced notified entities and expanded SECP's regulatory powers.
- The NBFC and Notified Entities Regulations of 2007 were notified to regulate both and superseded previous rules and regulations.
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This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- NBFCs were divided and regulated by different bodies like SECP and SBP. The NBFC and Notified Entities Regulations of 2007 consolidated regulation of these entities.
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The document outlines various compliance requirements that must be included in company financial statements. It discusses 15 key items that must be reported on, including fixed assets, inventory, loans to related parties, statutory dues, and utilization of IPO proceeds. It also summarizes the reporting requirements for specific compliances regarding loans to related parties, investments and guarantees, acceptance of deposits, cost record maintenance, and related party transactions.
The document discusses company shares and share capital. It defines shares as a portion of a larger amount divided among people or to which people contribute. Shares are classified as preference shares or equity shares. Preference shares carry preferential rights to dividends and capital repayment over equity shares. Equity shares do not enjoy preference in dividend payments or capital repayment. Share capital includes authorized, issued, subscribed, paid-up, called-up, and uncalled capital. A prospectus must include information on the company, investment objectives, share details, purchasing and repurchasing shares, fees and management.
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 gabi.olson-welsh@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.
This presentation, from the Invest for the Future Conference on January 25, 2011, aims to help women entrepreneurs increase access to finance for their business by explaining Private Equity (PE) in easy to understand terms.
The presentation discusses what PE is, how it can be used to finance or start up your business, and what to expect in a base-case PE deal.
Thanks,
IFTF Team
Provident funds are retirement savings plans where monthly contributions are made by both employees and employers. Companies establish provident funds as they allow tax deductions for contributions and investment returns are tax exempt. The funds are governed by trust deeds and rules which trustees administer, making investments and distributing returns to members. A provident fund audit involves verifying contributions, investment income and returns, members' accounts, expenses and ensuring compliance with legal requirements.
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- The three modes of liquidation: compulsory, voluntary, and under court supervision.
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- The consequences of winding up like discharge of employees and end of company existence.
- Preparation of statements of affairs and deficiency accounts.
- Order of payment of creditors, shareholders and distribution of surplus.
Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
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The hotel unit introduced several new technologies and systems to improve the guest and customer experience. QR code based scanner menus were placed in rooms for easier access to entertainment options. A coupon system was implemented at the bar to reduce cash transactions and crowds, especially on weekends. Finally, the unit started using system-generated electronic KOTs through their POS system instead of manual paper KOTs across all outlets, with KOTs now attached to invoices.
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The second order imposed penalties on GSHP MUTUAL BENEFIT INDIA LIMITED for defaulting on filing its financial statements for FY 2019-20 as required under Section 137.
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إضغ بين إيديكم من أقوى الملازم التي صممتها
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تتميز هذهِ الملزمة بعِدة مُميزات :
1- مُترجمة ترجمة تُناسب جميع المستويات
2- تحتوي على 78 رسم توضيحي لكل كلمة موجودة بالملزمة (لكل كلمة !!!!)
#فهم_ماكو_درخ
3- دقة الكتابة والصور عالية جداً جداً جداً
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2. 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.
1.
6. RAISING OF MONEY
Fund Raising
Through
Securities
Through
Deposits
Initial/ Follow on Public
Offers (IPO/FPO)
Private Placement
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
Only prescribed companies
with a prescribed credit
rating allowed this route
7. RAISING OF MONEY
Changes in provisions regarding fund
raising through SECURITIES
6.
RAISING OF MONEY
8. PRIVATE PLACEMENT OFFER
CONDITIONS
To a section of public other
than QIBs and Employees
under ESOP
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
Conditions
fulfilled?
YES NO
PUBLIC OFFER
Comply with provisions of
Companies Act, Securities
Contract Regulation Act, 1956
and SEBI Act, 1992
RAISING OF MONEY
9. PROCEDURALASPECTS OF PRIVATE
PLACEMENT
Funds to be
received only
through the
banking
channel, and not as
cash
Allotment to be
made within 60
days of receipt of
funds
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
RAISING OF MONEY
10. Significant changes in the provisions of PROSPECTUS
9.
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
RAISING OF MONEY
11. ISSUANCE OF
The provision will no
more be limited to Public
Financial
Institutions, Public Sector
Banks or Scheduled Banks
RAISING OF MONEY
12. 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
RAISING OF MONEY
13. A Company may pay commission to any person
in connection with subscription
of its securities but subject to prescribed
conditions
RAISING OF MONEY
15. 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
RAISING OF MONEY
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
18. SHARES & SECURITIES
GENERAL CHANGES
Changes regarding
VOTING RIGHTS
Changes regarding
ISSUE OF SHARES
Various changes regarding Shares & Securities
19. Act seeks to regulate all
type of securities as
opposed to equity and
debentures only, causing
an
C
SHARES & SECURITIES
20. Company can issue shares
with
to other
matters
VARIATIONS IN
SHARES & SECURITIES
21. SHARES & SECURITIES – General Changes
Recognition and
or more
persons regarding transfer of
securities, enabling
OF SHARES in
Public Companies also
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
26. 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
SHARES & SECURITIES
27. ISSUE OF
Shares cannot be issued at a discount, except
as which can be issued at a
discount even now
SHARES & SECURITIES
28. 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
OF RIGHTS SHARES
SHARES & SECURITIES
29. 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
PROHIBITION ON
SHARES & SECURITIES
30. 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
CALCULATION OF
SHARES & SECURITIES
33. 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
RESTRUCTURING & REVIVAL
34. Compromise or Arrangement
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
M
E
E
T
I
N
G
S
RESTRUCTURING & REVIVAL
35. Additional Disclosures in the
notice for
Compromise/Arrangement
35.
Valuation Report
Effect on creditors,
KMPs, members,
debenture holders
Effect on material
interests of the directors
or the debenture
trustees
RESTRUCTURING & REVIVAL
36. RESTRUCTURING & REVIVAL
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
Compromise or Arrangement
Abolition of Treasury Stocks
37. Additional information to be included in affidavit for
the compromise/arrangement application
of company, if
any
consented by at
least 75% secured
creditors
RESTRUCTURING & REVIVAL
38. Affidavit for Scheme of Corporate Debt Restructuring
(CDR) should include
Safeguards for
secured/
unsecured
certifying
that fund
requirements post
CDR will confirm
to liquidity test
Statement if
for
CDR adopted
for all assets by a
Registered Valuer
RESTRUCTURING & REVIVAL
39. 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
RESTRUCTURING & REVIVAL
40. 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
Fast Track Merger of certain Companies
RESTRUCTURING & REVIVAL
41. 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
RESTRUCTURING & REVIVAL
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 accounts of
subsidiaries, associates and joint ventures
44. 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
ACCOUNTS & AUDIT
45. 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
ACCOUNTS & AUDIT
46. Auditor’s Duty
Additional reporting in the
Auditor’s report
Reporting to the central
government
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
1
2
3
Any offence/ fraud committed by
company’s officers noticed during
the course of audit
ACCOUNTS & 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
SHAREHOLDERS’
MEEETING
BOARD
MEEETING
Requirement for
appointment
Maximum number
Condition for
removal
Extended duties
Quorum
Postal Ballot
Notice
Participation of
Directors
Number & Timing
50. 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
DIRECTOR’S
MANAGEMENT & MEETING
51. A company can have maximum 15 directors on the board instead of
12 earlier
No need for the central government’s approval for
increase in number of directors
DIRECTORS
Any increase beyond 15 will require
the approval of shareholders by way
of Special Resolution
MANAGEMENT & MEETING
52. DUTIES OF A DIRECTOR
To not assign his office (any such assignment will be void)
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
MANAGEMENT & MEETING
53. EXPRESS DUTIES OF DIRECTORS
Bring accountability in the
functioning of director
Ease of finding the case of
negligence by directors
MANAGEMENT & MEETING
55. 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
MANAGEMENT & MEETING
56. POSTAL BALLOT
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
Provision now applicable to all companies
whether listed or not
MANAGEMENT & MEETING
58. BOARD MEETING- SOME NEW PROVISIONS
Notice of the
Meeting
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
Participation
of Directors
In person, or
By video
conferencing, or
Any other audio-
visual means capable
of
recording, recognizin
g and storing the
participation of
director with date &
time
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
1 2 3
Meeting at shorter notice allowed, subject to attendance by at least one independent director
or subsequent ratification of decision by all directors
59.
MANAGEMENT & MEETING
60. COMPLIANCE & DISCLOSURES
Enactment of the Companies Act 2013 will bring:
Increased compliances and
disclosures
Stringent penalties for
contravention of law
62. 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
COMPLIANCE & DISCLOSURES
63. FIIs’
shareholding, their names, addresses &
other details
PENALTIES
imposed on the company, directors &
officers and the compounding of
offences
COMPLIANCE & DISCLOSURES
64. 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
COMPLIANCE & DISCLOSURES
65. 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
COMPLIANCE & DISCLOSURES
66. 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.
Other Compliances
COMPLIANCE & DISCLOSURES
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
Loan &
Investment
Related Party
Transaction
Restrictions on
Board
Forward Dealing
70. 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
GOVERNANCE
71. Forward Dealings
Forward dealings in securities of
the company by key managerial
personnel now prohibited
as listed companies
already governed by insider
trading laws
GOVERNANCE
72. 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
GOVERNANCE
73. 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
GOVERNANCE
74. 75.
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
GOVERNANCE
75. 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
GOVERNANCE
76. Restrictions on the Board
77.
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
GOVERNANCE
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. 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
NEW CONCEPTS
80. Who can seek registration as a Dormant
Company:
A future project
Holding an asset
Holding Intellectual Property
1.
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
2.
NEW CONCEPTS
81. Dormant Company, which
otherwise
has very few compliance
requirements, can become
an
active company by applying
to the Registrar of
Companies
NEW CONCEPTS
82. 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
NEW CONCEPTS
83. 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
breaching any provision of AOA or
MOA
Restrain the company from an act
ultra vires the AOA or MOA
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
Claim any damages/ compensation
or demand any other suitable
action in cases of wrongful/
fraudulent/ unlawful act by
directors/ auditors/experts
NEW CONCEPTS
84. To operate as MCA’s premier agency
for investigating frauds related to
companies
SFIO:
To consist of experts from specified
fields and other officers as prescribed
NEW CONCEPTS
85. 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
NEW CONCEPTS