The document summarizes several new concepts introduced in the Companies Act 2013, including associate companies, one person companies, independent directors, women directors, class action suits, corporate social responsibility, secretarial audits, registered valuers, and private placements. Key points include: associate companies will be considered related parties and details must be provided in annual returns; one person companies allow sole proprietorships to be formed as private companies; requirements for independent directors include a minimum number for listed companies and declarations of independence; women directors are required for certain large companies; and private placements can now be conducted by public companies through offer letters to select investors.
An easy way to find the new Companies Act, 2013 with its new and important changes..
Tried to made it maximum simple to understand..
The new legislation will create new avenues for Business and Professionals relating to this field..especially corporate law experts..
An easy way to find the new Companies Act, 2013 with its new and important changes..
Tried to made it maximum simple to understand..
The new legislation will create new avenues for Business and Professionals relating to this field..especially corporate law experts..
Companies Act, 2013 - ICSI Thrissur - Directors, Meetings, Public vs Private ...SASPARTNERS
This presentation is solely the effort of SAS Partners Corporate Advisors Private Limited, Chennai.
It gives an insight on the provisions and compliances relating to Public vs Private Company - Degree of Indifference, Directors, Meetings, Audit & Accounts, Role of Company Secretary and other new concepts which have been introduced.
This presentation will also act as a ready reckoner for practising and corporate professionals to have an access to easy first hand information and will help in better understanding of the law.
Discussion on Chapter X - Audit and Auditors under the Companies Act, 2013Manoj Singh Bisht
In this presentation, i have tried my best to discuss various facets of provisions contained in Chapter X of the Companies Act, 2013. In few places, only relevant part of a particular section is quoted.
These are my personal views.
For feedback - you can reach out to me at csmanojsbisht@gmail.com
This presentation enumerates the provisions of company law with respect to change of name, change of object, shifting of registered office, appointment of directors, Section 25 company and charges.
Companies Act, 2013 - Chapter X - Audit and AuditorsSASPARTNERS
A detailed presentation prepared by SAS Partners Team which gives an insight into the provisions of Chapter X relating to Audit & Auditors. This Chapter has undergone a sea of changes with new concepts introduced. This presentation will prove to be beneficial for the Corporate, Professionals & Students and will give a birds eye view of the provisions and concepts.
Section 230 to 233 of Companies Act, 2013
Procedure for Scheme of Compromise, Amalgamation and Arrangement.
Also it covers the newly introduced Sec. 233 of Companies Act, 2013 for FAST TRACK MERGER
Companies Act, 2013 - ICSI Thrissur - Directors, Meetings, Public vs Private ...SASPARTNERS
This presentation is solely the effort of SAS Partners Corporate Advisors Private Limited, Chennai.
It gives an insight on the provisions and compliances relating to Public vs Private Company - Degree of Indifference, Directors, Meetings, Audit & Accounts, Role of Company Secretary and other new concepts which have been introduced.
This presentation will also act as a ready reckoner for practising and corporate professionals to have an access to easy first hand information and will help in better understanding of the law.
Discussion on Chapter X - Audit and Auditors under the Companies Act, 2013Manoj Singh Bisht
In this presentation, i have tried my best to discuss various facets of provisions contained in Chapter X of the Companies Act, 2013. In few places, only relevant part of a particular section is quoted.
These are my personal views.
For feedback - you can reach out to me at csmanojsbisht@gmail.com
This presentation enumerates the provisions of company law with respect to change of name, change of object, shifting of registered office, appointment of directors, Section 25 company and charges.
Companies Act, 2013 - Chapter X - Audit and AuditorsSASPARTNERS
A detailed presentation prepared by SAS Partners Team which gives an insight into the provisions of Chapter X relating to Audit & Auditors. This Chapter has undergone a sea of changes with new concepts introduced. This presentation will prove to be beneficial for the Corporate, Professionals & Students and will give a birds eye view of the provisions and concepts.
Section 230 to 233 of Companies Act, 2013
Procedure for Scheme of Compromise, Amalgamation and Arrangement.
Also it covers the newly introduced Sec. 233 of Companies Act, 2013 for FAST TRACK MERGER
New Companies Act 2013 has modified many existing sections and inserted many other concepts. This presentation highlights all those Concepts in details.
The New Companies Act 2013 highlights by EY India includes simple clarifications & practical guides to provide handy guides to advise executive decision making. For more details, visit http://bit.ly/21W4rsL.
Apartment Management: The Karnataka Societies Registration Act, 1960ADDA
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ApartmentADDA is India's #1 Apartment Management and Apartment Accounting Software. All the best practices of State Bye-Laws are inbuilt in the product.
Cooperative Agricole Braccianti - Pietro Pasini - 17 maggio 2016Legacoop Romagna
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Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
Objectives & Agenda :
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The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
An Overview of Labour Welfare Fund Rules in IndiaNovojuris
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With the notification of CSR provisions in Companies Act, 2013, it’s time for Indian Companies to imbibe the culture of giving back to the society. Essentially, it requires the prescribed companies to spend at least 2% of the average net profits of 3 immediately preceding financial years and setting up a CSR Committee for formulation and monitoring of CSR Policy. However the Board is restricted to confine to CSR activities mentioned in Schedule VII.
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This is the 8th Edition of the e-book on Service Tax (incorporating changes upto 14 January 2014) - Created and collated by Pritam Mahure.
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Company Valuation webinar series - Tuesday, 4 June 2024FelixPerez547899
This session provided an update as to the latest valuation data in the UK and then delved into a discussion on the upcoming election and the impacts on valuation. We finished, as always with a Q&A
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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In the Adani-Hindenburg case, what is SEBI investigating.pptxAdani case
Adani SEBI investigation revealed that the latter had sought information from five foreign jurisdictions concerning the holdings of the firm’s foreign portfolio investors (FPIs) in relation to the alleged violations of the MPS Regulations. Nevertheless, the economic interest of the twelve FPIs based in tax haven jurisdictions still needs to be determined. The Adani Group firms classed these FPIs as public shareholders. According to Hindenburg, FPIs were used to get around regulatory standards.
VAT Registration Outlined In UAE: Benefits and Requirementsuae taxgpt
Vat Registration is a legal obligation for businesses meeting the threshold requirement, helping companies avoid fines and ramifications. Contact now!
https://viralsocialtrends.com/vat-registration-outlined-in-uae/
B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
Personal Brand Statement:
As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
3. Associate Company
Company A
Having significant influence
*includes joint venture company
* doesn’t include subsidiary company
Company B
Note: significant influence” means control of at least twenty per cent of total share
capital, or of business decisions under an agreement;
Your Legal Team
4. Associate Company
Related Party
Annual Return
Financial Statements
Non Cash Transactions
Register of Director
Shareholding
• Will be considered as Related Party under the new Act
• Should specify details of associate companies
• Consolidated Financial Statements shall include associate
company financials also
• Ordinary Resolution required, if Director of Associate company
wants to purchase assets from Company
• Details of securities held by directors and Key Managerial
Personnel (KMP) in associate co. should be entered in the
Register.
Your Legal Team
6. One Person Company
Legalize Sole Proprietorship
To be formed as a Private Company
Minimum1 director
Single Member to subscribe to the MOA and ensure all compliances
Name of 1 more person be given in MOA- Become member if death or member’s incapacity
One Person Company in brackets should be written, where name of Co. is printed, affixed or engraved
Annual Return to be filed by OPC & signed by CS & if no CS, then by director of company
No AGM requirement
Financials to be prepared & signed by only 1 director before giving to auditors for Audit Report
Financials to be filed, within 180 days of end of FY
Director’s Report – only explanations to auditors qualification, if any
BM- At least 1 BM, in each half year with a gap of not less than 90 days between 2 consecutive meetings.
No BM, if only one director in company
B.M.-Board Meeting
Your Legal Team
8. Independent Director (I.D.)
Composition of Board of Listed Co- 1/3rd of total directors as I.D.
CG may prescribe min no. of I.D. in other class of public companies as well. (Refer Note)
Declaration of Independence- First B.M. of participation and thereafter at the first B.M., in every F/Y or when
there is any change in circumstances which may affect his status as I.D.
Databank of Information- C.G. may notify a body for maintaining the data of names and addresses of I.D, who are
eligible & willing to act
Appointment by members in General Meeting
Explanatory Statement (E.S.) shall indicate justification for choosing the person as I.D.
A statement in E.S. that “In the opinion of the Board, he fulfils the conditions specified in this Act for such an
appointment”
Note: Prescribed by Draft Rules: 1/3rd ID in public companies having PUSC of Rs.100 crore or more
or Turnover of Rs.300 crores or more or if aggregate outstanding loans or borrowings or debentures or
deposits, exceeding Rs. 200 crores
Your Legal Team
9. Eligibility of an Independent Director
Other than M.D., W.T.D or Nominee Director
Person of integrity & possessesing relevant expertise &
experience
Is or wasn’t a promoter of Co. or its Holding, Subsidiary or
Associate
Not related to promoters or directors in Company, its Holding,
Subsidiary or Associate
Has or had no pecuniary relationship with Co., its Holding,
Subsidiary or Associate or their promoters, or directors, during the
2 immediately preceding F/Y or current F/Y
Your Legal Team
10. Eligibility of an Independent Director- Contd.
Not have any RELATIVES , who have had any pecuniary relationship with the
Company, it’s holding, subsidiary and associate Companies, their directors or
promoters,
2 or more percent of its gross turnover or total income
Amounting
To:
Rs. 50 Lakh or a higher amount as may be prescribed, whichever is
lower
During 2
immediately
preceding F/Y
or during the
current F/Y
Your Legal Team
11. Eligibility of an Independent Director-Contd.
Neither Himself nor his relatives:
Should hold or has held the
position of K.M.P or is or has
been employee of Co. or its
holding, subsidiary or associate
company in any of the three
financial years immediately
preceding the financial
year in which he is proposed to
be appointed
Should hold together 2% or more
voting power in the Company
NPO- Non Profit Organization
Should have been an employee/
partner/ proprietor of the auditor
firm/ legal firm or a consulting firm
of the Company in 3 immediately
preceding F/Y
Should be a Chief Executive or
Director of any NPO which
receives 25% or more of its
receipts from the Company, any
of its promoters, directors or its
holding, subsidiary or associate
company or that holds two per
cent. or more of the total voting
power of Co.
Your Legal Team
12. Other Features-Independent Director
Remuneration- No stock option & sitting fees or re-imbursement of expenses for participation in B.M. and profit related commission, approved by
members
Tenure of office- Up to 5 consecutive years
Re-appointment by special resolution and disclosure of in Directors Report
Maximum tenure-Not more than 2 consecutive terms.
Eligible for appointment after expiry of 3 years of ceasing to an I.D.
During 3 years, shouldn’t be appointed in or be associated with the company in any other capacity, either directly or indirectly.
Liability of acts of omission or commission - Shall be held liable, only in respect of such acts of omission or commission, which occurred with his
knowledge, attributable through Board processes & with his consent or connivance or where he had not acted diligently
Not liable to retire by rotation
Your Legal Team
13. Woman Director
Class or classes of companies, may
be prescribed, which shall have at
least 1 woman director.
Your Legal Team
14. Woman Director-Prescribed in Rules
Every listed Company
Within 1 year from
the notification of
section
Every Public company
having
PUSC of Rs. 100
crores or more
Turnover of Rs. 300
crores or more, within
3 years from the date
of notification
PUSC- Paid-up Share Capital
Your Legal Team
15. Class Action
Class Action is the right to members, deposit
holders, to file an application before the Tribunal
for restraining the Company from some specified
acts
IF
Management/ Conduct of the Company is
prejudicial to interests of the Company or its
members/depositors
Your Legal Team
16. Eligible Member Or Eligible Depositor
For Members-Co. having Share Capital
not less than 100 members or
For Members- Company not having
Share Capital
Not less than 1/5th of total
number of its members
Depositors
Not less than 100 depositors
not less than such % of total
number of members(prescribed10% by rules), whichever is less
or
Not less than prescribed %(10%)
of total number of depositors,
whichever is less or
Any member or members holding
not less than prescribed(10%) %
of issued share capital of Co.
Any depositor or depositors to
whom the company owes
prescribed %(10%) of total
deposits
Your Legal Team
17. Order that can be sought
Restrain Co. from committing an act which is ultra vires AOA or MOA
Restrain Co. from committing breach of any provision of Company’s MOA or AOA
Declare a resolution for alteration of MOA or AOA as void, if same was passed by suppression of material
facts or by mis-statement
Restrain Co. from doing an act, which is contrary to the provisions of this Act or any other law for the time
being in force.
Restrain the company from taking action contrary to any resolution passed by the members
Claim any damages/ compensation or demand any other suitable action in cases of wrongful/ fraudulent/
unlawful act by Directors/ Auditors/Experts
Your Legal Team
19. Corporate Social Responsibility Committee
Co. having Net
Worth of Rs.500
crore or more or
Turnover of Rs.
1000 crore or
more or
Net profit of Rs.
5 crore or more
during any F/Y
Shall constitute a Corporate Social Responsibility
Committee of the Board consisting of a minimum of 3
directors with at least 1 independent director
Your Legal Team
20. Other Features-CSR
Responsibility of
CSR Comm.
• Recommend CSR
Policy to Board
• Recommend
amount of CSR
expenditure
• Monitoring CSR
Policy from time to
time
Responsibility of
Board
Responsibility of
Company
• Approve CSR Policy
• Disclose policy
features in Directors
Report and on
website
• Ensuring CSR
activities are
undertaken as per
Policy
• Explanation in
Directors Report, if
fails to spend
prescribed amount
on CSR activities
• CSR spending to
give preference to
preference to the
local area and areas
around it where it
operates, for
spending the
amount earmarked
Your Legal Team
21. Secretarial Audit
Every Listed Co. & a Co. belonging
to other class of companies as may
be prescribed, shall carry secretarial
audit
Report to be given by a Company
Secretary in whole-time practice
Report to be attached with Directors
Report
Board to give explanation to any
remark, observation or qualification
in Directors Report
Note: Prescribed by Rules: Every Public Co. having PUSC of
Rs. 100 crores or more
Your Legal Team
22. Registered Valuer
Registered Valuer
A person having
prescribed qualifications
& experience and
registered as a valuer
Appointed by Audit
Committee(if any) or by
Board of Directors
Do valuation of property,
stocks, shares,
debentures, securities or
goodwill or any other
assets (herein referred to
as the assets) or net
worth of a company or its
liabilities.
Your Legal Team
23. Registered Valuer
Qualification Prescribed in Rules
Chartered Accountant or Company Secretary or Cost accountant in whole-time practice,
or any person holding equivalent Indian or foreign qualification
Merchant Banker registered with the Securities and Exchange Board of India
Member of Institute of Engineers & who is in whole-time practice
Member of Institute of Architects & who is in whole-time practice
Person or entity possessing necessary competence & qualification as may be notified by
C.G., from time to time
Note: For first 4 points, shall not less than five years continuous experience after
acquiring membership .
Your Legal Team
24. Requirements of Valuation
under the New Act
Determine price for further issue of shares
Value assets in an arrangement calling for restriction on Non Cash transactions involving directors
Value shares, property and all assets in a scheme of compromise/ arrangement
Value shares of the Minority Shareholders during their purchase by the Company
Determine value of assets as it will be shown in the report of Company Liquidator-WU by Tribunal
Declaration of Solvency to be accompanied with a report on the assets prepared by a Registered
Valuer
Your Legal Team
25. Private Placement
Any offer of securities or
Invitation to subscribe securities
To a select group of persons by a
company
Through issue of a private
placement offer letter
Your Legal Team
26. Private Placement
Public and Private company
to make private placement
through private placement
offer letter.
Can’t use any marketing
channels for advertising or
to inform public at large
about such an offer
Allotment to be completed
within 60 days of receipt of
fund
Funds received to be kept in
separate bank account and
not be utilized for other
purpose
Offer to not more than 50
persons(excluding QIBs and
employees of company, as
a part of ESOP), in a
financial year
No fresh private placement,
unless allotment of last
offer is complete
Payment not to be made by
Cash but by cheque/DD/other
Banking Channel
Your Legal Team