The document provides a table of contents for a document on the Companies Bill 2013. It outlines 10 topics that will be covered, including the history and background of the bill, salient features, new and amended provisions, provisions for better governance, introduction of CSR provisions, list of chapters in the bill, and differences between the Companies Act of 1956 and the Companies Bill of 2013.
The document provides an overview of the Companies Bill 2013 passed by the Lok Sabha and Rajya Sabha. It discusses the history and background of the bill including the expert committees formed and previous bills introduced. It then summarizes the salient features of the new bill compared to the previous Companies Act 1956. Finally, it outlines some of the key new provisions introduced in the bill as well as provisions amended to strengthen corporate governance.
The document provides an overview of the Companies Bill 2013 that was passed by the Lok Sabha and Rajya Sabha. It discusses the history and background of the bill, salient features, new provisions introduced, provisions amended, provisions cited for better governance, concepts and amendments, introduction of CSR provisions, and differences between the Companies Act 1956 and the Companies Bill 2013. The document is a presentation on the key aspects of the Companies Bill 2013 to explain the important changes and provisions of the new bill.
Section 204 of the Companies Act 2013 mandates secretarial audits for listed companies, public companies with a paid up capital of over Rs. 50 crore or turnover over Rs. 250 crore. A secretarial audit verifies compliance with company law and other applicable laws, conducted by an independent company secretary. Non-compliance can result in fines from Rs. 1-5 lakh. Secretarial audits ensure management compliance and prevent penal liability. Fraud reporting and penalties for false statements are also outlined. Benefits include due diligence, risk avoidance, and regulatory assurance of compliance.
APPOINTMENT OF MANAGING OR WHOLETIME DIRECTORCS Ashish Shah
The document provides steps to appoint and remove managing directors and whole time directors in a company.
1. It outlines convening a board meeting and general meeting, passing resolutions, filing necessary forms with the registrar of companies, and obtaining central government approval if required to appoint a managing director or whole time director.
2. For removal, it notes the appointment is a contract and removal may require compensation, and outlines providing notice and representations if removing a managing or whole time director before the end of their term.
The document summarizes a presentation on key changes proposed in the Companies Bill 2012 compared to the existing Companies Act 1956. It provides a brief history of previous bills introduced and discusses some of the major changes proposed, including new definitions for small companies, one person companies, dormant companies, and provisions related to share capital, prospectus, share premium utilization, bonus shares, and preference shares for infrastructure projects. The presentation focuses on explaining the key changes in the bill at a high level.
The document summarizes key proposed changes between the Companies Act of 1956 and the new Companies Bill of 2013 in India. Some major changes introduced in the Bill include allowing one person companies, classifying small companies, establishing special courts for speedy trials, enabling class action suits, mandating corporate social responsibility spending, and introducing rules for auditor rotation and limits on non-audit services. The Bill aims to simplify compliance requirements for small companies while strengthening corporate governance norms for large firms.
New Companies Act 2013 - Impact on SMU'sKarthik S Raj
The document discusses key provisions of the Companies Act 2013 relating to one person companies (OPCs) and small companies. Some of the key points summarized are:
1. A company may now be formed as an OPC with a sole member and director, with the subscriber nominating another person and obtaining their consent at incorporation.
2. OPCs enjoy certain relaxations such as having a minimum of one director and not requiring board meetings if there is a sole director.
3. To qualify as a small company, a company must have a paid up capital of less than Rs. 50 lakhs or turnover of less than Rs. 2 crores and not be a subsidiary or holding company. Small companies enjoy
comparative study of Companies act 2013Rohit Natani
The document provides an overview of key changes between the Companies Act, 1956 and the Companies Act, 2013. Some of the major changes include an increase in the number of chapters and sections in the new act, the introduction of new types of companies like One Person Company, more stringent requirements for public deposits and charges, and changes to provisions related to annual general meetings, board meetings, and share capital. The new act also includes updated definitions for terms like associate company, promoter, and small company.
The document provides an overview of the Companies Bill 2013 passed by the Lok Sabha and Rajya Sabha. It discusses the history and background of the bill including the expert committees formed and previous bills introduced. It then summarizes the salient features of the new bill compared to the previous Companies Act 1956. Finally, it outlines some of the key new provisions introduced in the bill as well as provisions amended to strengthen corporate governance.
The document provides an overview of the Companies Bill 2013 that was passed by the Lok Sabha and Rajya Sabha. It discusses the history and background of the bill, salient features, new provisions introduced, provisions amended, provisions cited for better governance, concepts and amendments, introduction of CSR provisions, and differences between the Companies Act 1956 and the Companies Bill 2013. The document is a presentation on the key aspects of the Companies Bill 2013 to explain the important changes and provisions of the new bill.
Section 204 of the Companies Act 2013 mandates secretarial audits for listed companies, public companies with a paid up capital of over Rs. 50 crore or turnover over Rs. 250 crore. A secretarial audit verifies compliance with company law and other applicable laws, conducted by an independent company secretary. Non-compliance can result in fines from Rs. 1-5 lakh. Secretarial audits ensure management compliance and prevent penal liability. Fraud reporting and penalties for false statements are also outlined. Benefits include due diligence, risk avoidance, and regulatory assurance of compliance.
APPOINTMENT OF MANAGING OR WHOLETIME DIRECTORCS Ashish Shah
The document provides steps to appoint and remove managing directors and whole time directors in a company.
1. It outlines convening a board meeting and general meeting, passing resolutions, filing necessary forms with the registrar of companies, and obtaining central government approval if required to appoint a managing director or whole time director.
2. For removal, it notes the appointment is a contract and removal may require compensation, and outlines providing notice and representations if removing a managing or whole time director before the end of their term.
The document summarizes a presentation on key changes proposed in the Companies Bill 2012 compared to the existing Companies Act 1956. It provides a brief history of previous bills introduced and discusses some of the major changes proposed, including new definitions for small companies, one person companies, dormant companies, and provisions related to share capital, prospectus, share premium utilization, bonus shares, and preference shares for infrastructure projects. The presentation focuses on explaining the key changes in the bill at a high level.
The document summarizes key proposed changes between the Companies Act of 1956 and the new Companies Bill of 2013 in India. Some major changes introduced in the Bill include allowing one person companies, classifying small companies, establishing special courts for speedy trials, enabling class action suits, mandating corporate social responsibility spending, and introducing rules for auditor rotation and limits on non-audit services. The Bill aims to simplify compliance requirements for small companies while strengthening corporate governance norms for large firms.
New Companies Act 2013 - Impact on SMU'sKarthik S Raj
The document discusses key provisions of the Companies Act 2013 relating to one person companies (OPCs) and small companies. Some of the key points summarized are:
1. A company may now be formed as an OPC with a sole member and director, with the subscriber nominating another person and obtaining their consent at incorporation.
2. OPCs enjoy certain relaxations such as having a minimum of one director and not requiring board meetings if there is a sole director.
3. To qualify as a small company, a company must have a paid up capital of less than Rs. 50 lakhs or turnover of less than Rs. 2 crores and not be a subsidiary or holding company. Small companies enjoy
comparative study of Companies act 2013Rohit Natani
The document provides an overview of key changes between the Companies Act, 1956 and the Companies Act, 2013. Some of the major changes include an increase in the number of chapters and sections in the new act, the introduction of new types of companies like One Person Company, more stringent requirements for public deposits and charges, and changes to provisions related to annual general meetings, board meetings, and share capital. The new act also includes updated definitions for terms like associate company, promoter, and small company.
Company law 2013 merger and amalgamationMohith Sanjay
The document discusses the process of amalgamation under Indian company law. Amalgamation is when two or more companies blend into one company, with the shareholders of each company becoming shareholders of the new combined company. There are two main types of amalgamation: merger, where one company absorbs the other and ceases to exist, and acquisition, where the shareholding is spread between the shareholders of both companies. The key steps in the amalgamation process under the Companies Act 2013 include conceptualizing the scheme, applying to the National Company Law Tribunal for approval, holding shareholder and creditor meetings to approve the scheme, and filing documents with regulatory authorities. Special procedures apply for amalgamation of small companies or between a holding and subsidiary.
Directors role responsibility_singapore_acraFuturebooks
We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
Changes in disclosures: A Comparative Analysis of Companies Act 1956 and 2013Arbaaz Hussain
The document compares disclosure norms under the Companies Act 1956 and the Companies Act 2013. It outlines several key changes and additions to disclosure requirements. The Companies Act 2013 requires additional disclosures in prospectuses, board reports, annual returns, audit committee reports, notices of meetings, and consolidated financial statements. It also mandates the formation of nomination and remuneration committees. While increased transparency is beneficial, excessive disclosure may put companies at a competitive disadvantage and penalties should not be imposed indiscriminately.
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..
The document provides an overview of key provisions introduced under the new Companies Act 2013 relating to incorporation of companies, types of companies, share capital, prospectus and allotment of securities, debentures, holding-subsidiary relationships, acceptance of deposits, accounting standards and depreciation accounting. Some of the important changes introduced include more stringent norms for incorporation, provisions for one person companies and small companies, restrictions on acceptance of deposits, mandatory creation of debenture redemption reserve, and shift from block depreciation to component accounting.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
The document discusses procedures related to changing a company's name, objects, and registered office. It provides details on the regulatory provisions, key points to consider, and steps involved in the procedures. Some of the main points covered include obtaining shareholder and government approvals for a name change, ensuring the new name is available and fits the company's activities, and filing the required forms with the Registrar of Companies.
This document provides an analysis of Chapter XI of the Companies Act 2013 regarding the appointment and qualification of directors. Some of the key points covered include:
- The minimum and maximum number of directors for public and private companies. The maximum was increased from 12 to 15 directors.
- Requirements for resident directors and mandatory women directors for certain companies.
- Regulations around independent directors, including their term limits, qualifications, and sources of income.
- Provisions for director identification numbers, appointment and removal of directors, number of directorships allowed, and directors' duties and disqualifications.
- Requirements for company registers and members' rights to inspect director information.
Penalties are prescribed for
Changes in appointment of managing director under the provisions of Companies...D Murali ☆
Changes in appointment of managing director under the provisions of Companies Act, 2013 - Dr S. Chandrasekaran - Article published in Business Advisor, dated November 25, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENTpratik dattani
Directors are responsible for governing a company and acting as agents between the company and its shareholders. They can be appointed through articles of association, by shareholders in a general meeting, by other directors or third parties, or by the central government. Directors have fiduciary duties to use reasonable care and act honestly in managing the company's affairs. A director can be disqualified for being personally insolvent, an undischarged bankrupt, or disqualified by a court for dishonest acts. Common reasons for disqualification include failing to file annual reports or repay deposits, dividends, or debentures on time.
Note on liabilites of directors as per Companies Act, 2013 by CS Pratik ShahCS Jigar Shah
Liability of Directors under new Companies Act, 2013.
Companies which are function through Board of Directors (Board) and the board plays an important role in complying with the requirements of Companies Act, 2013 (“New Act”).
CA13 has enhanced the liabilities and obligations of the directors. CA13 regime prescribes management and inspection of documents in electronic form, electronic voting, electronic notices, etc that require a techno-legal compliance on the part of companies. The directors are under an obligation to comply with techno legal requirements of not only the New Act but also the Information Technology Act, 2000 and other related laws.
CA13 has also increased monetary penalties and imprisonment. The civil and criminal liabilities are not just on directors but include “Officers in Default”.
Article try to elaborate important aspects of CA13.
Prepared by CS Pratik Shah, Practising Company Secretary.
Resignation of director – A new provision: Duty of director, Board and compan...D Murali ☆
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
The document summarizes key amendments made by the Companies (Amendment) Act, 2017 in India. Some of the major amendments addressed difficulties in implementation of certain provisions, facilitated ease of doing business, and harmonized company law with other statutes. Specifically, it reduced the time period for name reservation from 60 to 20 days, increased the deadline for informing about a change in registered office from 15 to 30 days, and required companies to prepare consolidated financial statements including associate companies in addition to subsidiaries.
The document summarizes the key information that must be included in the Board's report according to the Companies Act 2013 and related rules. It lists items that must be mentioned under section 134, other sections of the Act, and various rules. These include details of meetings, directors, auditors' qualifications, related party transactions, CSR activities, and more. The document provides guidance on the format and content required for the Board's report to comply with statutory requirements.
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
The document provides an overview of key changes and requirements introduced in the Companies Act 2014, which was signed into law on 23 December 2014 and will commence on 1 June 2015. It discusses new types of private companies (LTD and DAC), changes to memorandum and articles of association, directors' fiduciary duties, the role of the company secretary, audit exemption criteria, financial statements size criteria, and the new summary approval procedure. The Companies Act 2014 consolidates previous company law and aims to make operating a company in Ireland easier by reducing red tape and clarifying legal obligations.
The document discusses the appointment and removal of directors in a company. It outlines various methods of appointing directors including through the articles of association, election by members, nomination by the board or central government, and qualification shares. It also discusses the disqualification, removal and liabilities of directors. Directors have important duties to act in good faith, with care and skill, and avoid conflicts of interest. They can be removed by shareholders, courts or the central government and face civil and criminal liabilities for negligence or breaching their duties.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
The secretarial audit report provides an opinion on the compliance of applicable statutory provisions by the company. It verifies records related to key laws and regulations. The report may note any non-compliances observed and qualifications. It also evaluates the board processes, compliance management systems, and significant events of the company. The report is intended to assess adherence to good corporate practices and statutory compliance.
This power point presentation reviews what was learned over the year about NTIC's (Information and Communication Technologies) and their applications for teaching English, including how to create a Gmail account, how to make a PowerPoint presentation, and the benefits of using ICTs such as motivating students, facilitating memory, explaining concepts, providing practice opportunities, avoiding boredom, and developing language abilities.
The document contains three short lessons. The first lesson is about showing respect and attention to everyone regardless of their role or position. The professor teaches his students about this through asking what the name of their institute's sweeper is. The second lesson is about helping others in need, as a man's life is saved when a young man helps him with his broken down car. The third lesson is about a young boy who chooses a simple ice cream over a more expensive sundae so he can leave a tip for the waiter. The document encourages appreciating what you have and thinking of others.
Company law 2013 merger and amalgamationMohith Sanjay
The document discusses the process of amalgamation under Indian company law. Amalgamation is when two or more companies blend into one company, with the shareholders of each company becoming shareholders of the new combined company. There are two main types of amalgamation: merger, where one company absorbs the other and ceases to exist, and acquisition, where the shareholding is spread between the shareholders of both companies. The key steps in the amalgamation process under the Companies Act 2013 include conceptualizing the scheme, applying to the National Company Law Tribunal for approval, holding shareholder and creditor meetings to approve the scheme, and filing documents with regulatory authorities. Special procedures apply for amalgamation of small companies or between a holding and subsidiary.
Directors role responsibility_singapore_acraFuturebooks
We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
Changes in disclosures: A Comparative Analysis of Companies Act 1956 and 2013Arbaaz Hussain
The document compares disclosure norms under the Companies Act 1956 and the Companies Act 2013. It outlines several key changes and additions to disclosure requirements. The Companies Act 2013 requires additional disclosures in prospectuses, board reports, annual returns, audit committee reports, notices of meetings, and consolidated financial statements. It also mandates the formation of nomination and remuneration committees. While increased transparency is beneficial, excessive disclosure may put companies at a competitive disadvantage and penalties should not be imposed indiscriminately.
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..
The document provides an overview of key provisions introduced under the new Companies Act 2013 relating to incorporation of companies, types of companies, share capital, prospectus and allotment of securities, debentures, holding-subsidiary relationships, acceptance of deposits, accounting standards and depreciation accounting. Some of the important changes introduced include more stringent norms for incorporation, provisions for one person companies and small companies, restrictions on acceptance of deposits, mandatory creation of debenture redemption reserve, and shift from block depreciation to component accounting.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
The document discusses procedures related to changing a company's name, objects, and registered office. It provides details on the regulatory provisions, key points to consider, and steps involved in the procedures. Some of the main points covered include obtaining shareholder and government approvals for a name change, ensuring the new name is available and fits the company's activities, and filing the required forms with the Registrar of Companies.
This document provides an analysis of Chapter XI of the Companies Act 2013 regarding the appointment and qualification of directors. Some of the key points covered include:
- The minimum and maximum number of directors for public and private companies. The maximum was increased from 12 to 15 directors.
- Requirements for resident directors and mandatory women directors for certain companies.
- Regulations around independent directors, including their term limits, qualifications, and sources of income.
- Provisions for director identification numbers, appointment and removal of directors, number of directorships allowed, and directors' duties and disqualifications.
- Requirements for company registers and members' rights to inspect director information.
Penalties are prescribed for
Changes in appointment of managing director under the provisions of Companies...D Murali ☆
Changes in appointment of managing director under the provisions of Companies Act, 2013 - Dr S. Chandrasekaran - Article published in Business Advisor, dated November 25, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
DIRECTOR POSITION , DISQLALIFICATION AND APPOINMENTpratik dattani
Directors are responsible for governing a company and acting as agents between the company and its shareholders. They can be appointed through articles of association, by shareholders in a general meeting, by other directors or third parties, or by the central government. Directors have fiduciary duties to use reasonable care and act honestly in managing the company's affairs. A director can be disqualified for being personally insolvent, an undischarged bankrupt, or disqualified by a court for dishonest acts. Common reasons for disqualification include failing to file annual reports or repay deposits, dividends, or debentures on time.
Note on liabilites of directors as per Companies Act, 2013 by CS Pratik ShahCS Jigar Shah
Liability of Directors under new Companies Act, 2013.
Companies which are function through Board of Directors (Board) and the board plays an important role in complying with the requirements of Companies Act, 2013 (“New Act”).
CA13 has enhanced the liabilities and obligations of the directors. CA13 regime prescribes management and inspection of documents in electronic form, electronic voting, electronic notices, etc that require a techno-legal compliance on the part of companies. The directors are under an obligation to comply with techno legal requirements of not only the New Act but also the Information Technology Act, 2000 and other related laws.
CA13 has also increased monetary penalties and imprisonment. The civil and criminal liabilities are not just on directors but include “Officers in Default”.
Article try to elaborate important aspects of CA13.
Prepared by CS Pratik Shah, Practising Company Secretary.
Resignation of director – A new provision: Duty of director, Board and compan...D Murali ☆
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
The document summarizes key amendments made by the Companies (Amendment) Act, 2017 in India. Some of the major amendments addressed difficulties in implementation of certain provisions, facilitated ease of doing business, and harmonized company law with other statutes. Specifically, it reduced the time period for name reservation from 60 to 20 days, increased the deadline for informing about a change in registered office from 15 to 30 days, and required companies to prepare consolidated financial statements including associate companies in addition to subsidiaries.
The document summarizes the key information that must be included in the Board's report according to the Companies Act 2013 and related rules. It lists items that must be mentioned under section 134, other sections of the Act, and various rules. These include details of meetings, directors, auditors' qualifications, related party transactions, CSR activities, and more. The document provides guidance on the format and content required for the Board's report to comply with statutory requirements.
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
The document provides an overview of key changes and requirements introduced in the Companies Act 2014, which was signed into law on 23 December 2014 and will commence on 1 June 2015. It discusses new types of private companies (LTD and DAC), changes to memorandum and articles of association, directors' fiduciary duties, the role of the company secretary, audit exemption criteria, financial statements size criteria, and the new summary approval procedure. The Companies Act 2014 consolidates previous company law and aims to make operating a company in Ireland easier by reducing red tape and clarifying legal obligations.
The document discusses the appointment and removal of directors in a company. It outlines various methods of appointing directors including through the articles of association, election by members, nomination by the board or central government, and qualification shares. It also discusses the disqualification, removal and liabilities of directors. Directors have important duties to act in good faith, with care and skill, and avoid conflicts of interest. They can be removed by shareholders, courts or the central government and face civil and criminal liabilities for negligence or breaching their duties.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
The secretarial audit report provides an opinion on the compliance of applicable statutory provisions by the company. It verifies records related to key laws and regulations. The report may note any non-compliances observed and qualifications. It also evaluates the board processes, compliance management systems, and significant events of the company. The report is intended to assess adherence to good corporate practices and statutory compliance.
This power point presentation reviews what was learned over the year about NTIC's (Information and Communication Technologies) and their applications for teaching English, including how to create a Gmail account, how to make a PowerPoint presentation, and the benefits of using ICTs such as motivating students, facilitating memory, explaining concepts, providing practice opportunities, avoiding boredom, and developing language abilities.
The document contains three short lessons. The first lesson is about showing respect and attention to everyone regardless of their role or position. The professor teaches his students about this through asking what the name of their institute's sweeper is. The second lesson is about helping others in need, as a man's life is saved when a young man helps him with his broken down car. The third lesson is about a young boy who chooses a simple ice cream over a more expensive sundae so he can leave a tip for the waiter. The document encourages appreciating what you have and thinking of others.
Mportancial del ingles como segunda lenguagabrielytha
This document discusses the importance of learning English as a second language. It states that English proficiency makes it easier to find work, travel to other cities, and teach others. Mastering English allows people to connect with more people, things, and opportunities. The author intends to provide information on why learning English is valuable. It was published in Monterrey, Mexico in 2012.
Mportancial del ingles como segunda lenguagabrielytha
This document discusses the importance of learning English as a second language. It states that English proficiency makes it easier to find work, travel to other cities, and teach others. Mastering English allows people to connect with more people, things, and opportunities. The author intends to provide information on why learning English is valuable. It was published in Monterrey, Mexico in 2012.
Section comparison of companies act 1956 and companies bill 2012Raju and Associates
The document provides a comparison of key provisions between the Companies Act of 1956 and the Companies Bill of 2012. Some of the major changes introduced in the Bill include the introduction of a new type of company called One Person Company, removal of bifurcation of object clauses, increase in maximum number of members for a private company, mandatory rotation of auditors every 5 years for listed companies, and the requirement for companies to spend 2% of profits on corporate social responsibility. The Bill aims to simplify compliance requirements while strengthening corporate governance.
The document provides an overview of key changes and concepts introduced in the Companies Act 2013 relating to definitions, company types, roles and responsibilities, financial reporting, auditing, regulators, and other areas. Some of the major changes discussed include the introduction of new entity types like one person companies and small companies, expanded definitions of terms like independent director and promoter, mandatory requirements for consolidated financial statements, auditor rotation and secretarial audit, and provisions relating to corporate social responsibility, class action suits, and insider trading.
The document outlines 15 important provisions under the Companies Act of 2013 in India. Key points include requirements for companies to include additional details like former names and contact information on stationery, appointing at least one woman director and resident director, directors procuring digital signature certificates, rules around board meetings and senior management positions, expanding powers that must be exercised at physical board meetings, rules for proxies, financial statements, and establishing audit and nomination committees for certain large companies.
This document outlines the key changes introduced by the Companies Act, 2013 regarding secretarial audit and annual returns.
It introduces new definitions like one person company, associate company, control, etc. It increases the maximum number of members in a private company from 50 to 200. It outlines immediate actions required like modifying AoA, including additional details on letterhead, reporting existing deposits, and complying with sections related to CSR, board composition, related party transactions, and changing the financial year.
It also highlights critical changes to incorporation process, private placement, prospectus liability, charges, maintenance of register of securities, bonus shares, acceptance of deposits, annual returns, changes in promoter stake, auditor qualifications and duties.
Company incorporation under nca 2013 and rules there underRaju and Associates
The document summarizes key provisions relating to incorporation of companies under the Companies Act 2013. It discusses the different types of companies that can be formed, including public, private and one person companies. It provides details on the formation, limitations, conversion and penalties related to one person companies. The document also outlines the requirements for a company's memorandum of association, including the object and name clauses, and articles of association. It discusses provisions regarding alteration of memorandum and articles of association, registered office and service of documents. In addition, it covers commencement of business, conversion of companies and authentication of documents.
The document discusses aperture, which refers to the size of the opening in a camera lens. A larger aperture lets in more light and results in a shallower depth of field, meaning the background is more out of focus. A smaller aperture lets in less light but increases depth of field, keeping the background more in focus. The document provides examples of how different aperture sizes are suited to different types of photography, and illustrates the relationship between aperture and depth of field.
This document discusses key provisions around director disqualifications and vacations of office under the Companies Act 2013.
It outlines various scenarios that would lead to disqualification under section 164(1), such as unsound mind, insolvency, criminal convictions, and failure to obtain a director identification number. It also discusses situations that would lead to vacation of office under section 167, such as failure to file financial statements or repay deposits for over a year.
The minimum and maximum number of directors for different types of companies is also specified. For listed companies, at least one woman director must be appointed within one year. Failure to maintain the minimum number of directors could invalidate business transactions until new directors are appointed through a board or
This document provides an overview of the Companies Act 2013 in India. Some key points:
- The Act was divided into 29 chapters and 7 schedules, with 98 sections notified and published on September 12, 2013. The remaining sections will be notified separately.
- The Act applies to companies incorporated in India, insurance companies, banking companies, companies generating/supplying electricity, and other companies governed by special Acts.
- The 98 notified sections cover topics like definitions, share capital, prospectus requirements, meetings, directors qualifications, and penalties for non-compliance.
- The document includes an index of the notified sections mapping them to corresponding sections from the previous Companies Act of 1956.
The document discusses the roles and responsibilities of company directors. It defines what a director is, noting that a director is appointed or elected to a company's board of directors and is responsible for determining and implementing company policy. It outlines general rules regarding the appointment of directors, such as minimum and maximum numbers, eligibility criteria, and disqualification criteria. It also summarizes the roles of directors as agents, employees, officers, and key managerial personnel of the company. Finally, it briefly discusses the roles and functions of independent directors in bringing objective and independent judgment to board deliberations and decisions.
Section 185 of the Companies Act 2013 prohibits public companies from making loans or providing guarantees to their directors and other related parties like firms/companies where the director has an interest. It allows for some exceptions including loans as part of employment terms or approved by shareholders. Contravention can attract fines and imprisonment. Clarification was issued that section 185 would not restrict guarantees by holding companies for loan taken by subsidiaries as allowed under previous law until section 186 takes effect.
This document provides tips for food photography, including using proper lighting techniques like diffused, natural, and bounced light. It instructs the reader to design and style a food plate, arrange and light it, and then take 15 photos of it using different camera settings and lighting setups. The photos should then be uploaded to Flickr or a flash drive to bring to a class for review.
Photography has its origins in the 4th century BCE when a Chinese philosopher discovered the pinhole camera. In the 17th century the portable camera obscura was developed. The first permanent photograph was taken by Joseph Niepce in 1826 called View from the Window. In 1839 Louis Daguerre published a manual describing the daguerreotype process, an early photographic process using silver-plated copper sheets. Henry Talbot invented the calotype process in 1841, creating the first negative images.
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The Companies (Amendment) Bill, 2016 aims to amend the Companies Act 2013 to address difficulties faced by stakeholders and facilitate ease of doing business. Key proposed changes include reducing the name reservation period, allowing companies more flexibility in their stated objects, increasing the time to open a registered office, capping liability for companies with fewer than 7 members, removing deposit insurance requirements, setting an 8 year limit to reopen company accounts, empowering the central government to define net profit for CSR purposes, simplifying private placements, and reducing various penalties. The overall goal is to reduce compliance burdens and promote business growth.
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The document provides an overview of key changes introduced in the Companies Act 2013 compared to the Companies Act 1956. Some of the major changes include the introduction of one person companies, increased limit of members in a private company, mandatory rotation of auditors, constitution of audit committee for listed companies, increased role and responsibilities of independent directors, requirements around corporate social responsibility for large companies, and establishment of the National Company Law Tribunal to replace High Courts for certain functions.
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The document provides an overview and analysis of key changes and concepts introduced in the Companies Act 2013 compared to the previous Companies Act 1956. Some of the major changes and concepts discussed include:
- Introduction of new types of companies like One Person Company, changes to definition of private and small companies.
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- Significant changes introduced by amendments include decriminalization of certain offenses, changes to the definition of a listed company, and provisions allowing public companies to list securities abroad.
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ISO/IEC 27001, ISO/IEC 42001, and GDPR: Best Practices for Implementation and...PECB
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Tags: Information Security, ISO/IEC 27001, ISO/IEC 42001, Artificial Intelligence, GDPR
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A workshop hosted by the South African Journal of Science aimed at postgraduate students and early career researchers with little or no experience in writing and publishing journal articles.
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Main Java[All of the Base Concepts}.docxadhitya5119
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Strategies for Effective Upskilling is a presentation by Chinwendu Peace in a Your Skill Boost Masterclass organisation by the Excellence Foundation for South Sudan on 08th and 09th June 2024 from 1 PM to 3 PM on each day.
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বাংলাদেশ অর্থনৈতিক সমীক্ষা (Economic Review) ২০২৪ UJS App.pdf
Presentation on companies bill
1. 1
Table of Contents
Sr. No.
Topics
Page Number
1
History/ Background
3
2
Salient Features
6
3
New Provisions Introduced
8
4
Provisions Amended
12
5
Provisions Cited in Companies Bill 2013 for Better Governance
16
6
Concepts and Amendments in the Companies Bill, 2013
19
7
Introduction of CSR Provisions in the Companies Bill 2013
22
8
Gist of the Companies Bill, 2013 – List of Chapters
24
9
Differences between Companies Act 1956 & Companies Bill 2013
28
10
How would the Companies Bill 2013 affect the Corporates
36
3. HISTORY/ BACKGROUND
3
1. Government constitutes an Expert Committee on Company Law under the
Chairmanship of Dr. J. J. Irani on 2nd December 2004 to advice on new
Companies Bill.
2. The Committee submitted its report to the Government on 31st May 2005.
3. Companies Bill 2008 was introduced on 23 rd October, 2008 in the Lok Sabha
to replace existing Companies Act, 1956.
4. Dissolution of the 14th Lok Sabha, leads to lapse in Companies Bill, 2008
lapsed.
5. Ministry of Corporate Affairs introduces the Companies Bill, 2009 in the Lok
Sabha on August 3, 2009.
6. Bill referred to the Standing Committee on Finance (SCF) of the parliament for
examination in September 09, 2009.
7. Report of the SCF on Companies Bill introduced in the Lok Sabha on 31 st
August, 2010.
4. HISTORY/ BACKGROUND
4
8. In view of amendments made by recommendation made by SCF and
suggestions of Stakeholders the Companies Bill 2009 was withdrawn by the
Central Government.
9. A fresh Companies Bill 2011 was introduced in Parliament on Wednesday, 14 th
December 2011.
10. The Companies Bill, 2011 was referred to the Standing Committee on Finance
on 5th January, 2012 after an objection was raised against it in Parliament.
11. Based on the SCF’s recommendations, the Bill was amended and introduced as
the Companies Bill 2012.
12. The Lok Sabha on 18th December, 2012 approved the Companies Bill 2012; but
could not be placed in that session in the Rajya Sabha.
13. In the Current Session of the Parliament Rajya Sabha passes the Bill on 8 th
August 2013
14. Now the assent of the President of India and the Bill‘s publication in the
Official Gazette will be necessary before the Bill becomes an Act
6. SALIENT FEATURES OF THE COMPANIES BILL 2013
6
Salient Features
COMPANIES ACT 1956
COMPANIES BILL 2013
13 Parts
29 Chapters
658 Sections
470 Clauses
15 Schedules
7 Schedules
New Chapters included in Companies Bill 2013
Chapter Description
Chapter Number
Registered Valuers
Chapter 17
Government Companies
Chapter 23
Companies to Furnish Information or Statistics
Chapter 25
Nidhis
Chapter 26
National Company Law Tribunal & Appellate Tribunal
Chapter 27
Special Courts
Chapter 28
8. New Provisions Introduced in Companies Bill- 2013
8
For the first time introduced the concept of One Person Company [Clause 2(62)].
Expert [Clause 2(38)].
Inclusive definition of Financial Statement [Clause 2(40)].
Entrenchment Provisions in Articles of Association (Clause 5).
Public Offer and Private Placement deals with issue of securities by a public and a private company
(Clause 23).
Class Action Suits (Clause 37).
E-governance in all company processes (Clause 120).
Corporate Social Responsibility - 2% of average net profits of the previous three years (Clause 135).
Mandatory Internal Audit for prescribed classes of companies (Clause 138).
Mandatory Rotation of auditors for listed companies and other prescribed classes of companies after
1 terms of 5 consecutive years in case of individual auditor and after 2 terms of 5 consecutive years
for audit firm (Clause 139)
9. New Provisions Introduced in Companies Bill- 2013
9
5 year tenure for auditor appointed at AGM of company (other than Government Company/
Government controlled Company) instead of Annual Appointment/ Reappointment
Limited Liability Partnership eligible to be appointed as Auditor of Company (Clause 141)
Auditor not to render certain services (Clause 144)
Independent Directors [Clause 149] 1/3rd of the total number of directors as independent directors listed public companies
Inclusion of at least one woman director on board (Clause 149).
Every company to have at least one director who has stayed in India for a total period of not less
than one hundred and eighty-two days in the previous calendar year. (Clause149 (3))
Nomination and Remuneration committee [Clause 178(1)]
Stakeholders relationship committee [Clause 178(5)]
Key Managerial Personnel [Clause 2(51) and Clause 203] to include Manager or Managing Director
(MD) or Chief Executive Officer (CEO), Whole Time Director, Chief Financial Officer (CFO) and
Company Secretary (CS).
10. New Provisions Introduced in Companies Bill- 2013
10
Insider Trading of Securities Prohibited (Clause 195)
Statutory Status to the Serious Fraud Investigation Office (SFIO) (Clause 211)
Specific framework for Merger and Acquisitions of companies. Single forum for approval of mergers
and acquisitions (Clause 233)
Merger or Amalgamation of a Company with Foreign Company (Clause 234)
Protection to Minority Shareholders, Class Action Suits for Prevention of Oppression and
Mismanagement [Clause 245]
Registered Valuers (Clause 247)
Interim Administrators or Company Administrators [Clause 259]
Mediation and Conciliation Panel (Clause 442)
Punishment for Fraud (Clause 447)
12. Provisions Amended
12
Financial Year in relation to any company or body corporate, means the period ending on the 31 st
day of March every year (Clause 2(41))
Limit on maximum number of members of private company increased to 200 from 50 (Clause 2(68)
(ii))
Matter to be stated in Prospectus (Clause 26) – Unlike Companies Act, 1956 which presently require
compliance of schedule II/III/IV as the case may be.
Allotment of Securities by Company (Clause 39) – the scope has been widened from shares to
Securities defined under Clause 2(81). According to Clause 2(81) Securities‘ means the securities as
defined in Clause (h) of Section 2 of the Securities Contracts (Regulation) Act, 1956 (Securities
broadly includes shares, debentures , bonds, scrips or any other marketable securities including
derivatives.
Further issues of share capital (Clause 62) – No restriction on the nature of companies to which this
clause is applicable and for the purposes of further issue of capital such shares shall also be offer to
employees under a scheme of employees stock option and conversion of debenture/loan into shares
in public interest.
13. Provisions Amended
13
National Advisory Committee on Accounting Standards (NACAS) renamed as National Financial
Reporting Authority (NFRA) and providing wide powers and responsibilities (Clause 132)
Annual Ratification of Appointment of Auditors in Annual General Meeting [Clause 139 (1)]
Mandatory Compliance with Auditing Standards in addition to Accounting Standard (Clause 143)
Audit Committee with extensive powers [Clause 177]
Punishment for personating for acquisition etc. of securities (Clause 38) – is punishable under
Section 447 under punishment for fraud.
Automatic re-appointment of existing auditor (without resolution) at AGM where no auditor is
appointed / Re-appointed at AGM. The Central Government‘s role to appoint a person to fill the
vacancy has been removed.
Company Liquidators [Clause 275] in addition to appointment of Company liquidator under certain
circumstances.
14. Provisions Amended
14
Under clause 186 (Loan and Investment by Company), except for the provision pertaining to making
investment through not more than two layers of investment companies dealt with under sub clause
1, no other provision of Clause 186 shall be applicable to a loan made, guarantee given or security
provided by a banking company, insurance company, housing finance company in the ordinary
course of business and to any acquisition made by a non banking finance company (NBFC)
registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business
is acquisition of securities and to acquisition made by a company whose principal business is the
acquisition of securities and to any acquisition of shares allotted in pursuance of clause (a) of sub
section (1) of clause 62.
Technical members of the National Company Law Tribunal or the Appellate Tribunal [Clause
409(3)]
Relaxation of restriction limiting the number of persons in Association or Partnerships etc. at a time
to a maximum of 100 [Clause 464]
No ceiling on number of members/partners as to associations or partnerships formed by
professionals regulated by special acts. [Clause 464].
16. Provisions Cited in Companies Bill-2013 for Better Governance
16
New Provisions for Better Governance:
•Requirement to constitute Remuneration and Nomination Committee and Stakeholders.
•Grievances Committee.
•Granting of More powers to Audit Committee.
•Specific clause pertaining to duties of directors.
•Mode of appointment of Independent Directors and their tenure.
•Code of Conduct for Independent Directors.
•Rotation of Auditors and restriction on Auditor's for providing non-audit services.
•Enhancement of liability of Auditors.
17. Provisions Cited in Companies Bill-2013 for Better Governance
17
New Provisions for Better Governance:
•Disclosure and approval of Related parties Transactions.
•Mandatory Auditing Standards.
•Enabling Shareholders Associations / Group of Shareholders for taking class action its & reimbursement
of the expenses out of Investor Education and Protection Fund.
•Constitution of National Financial Reporting Authority, an independent body to take action against the
Auditors in case of professional misconduct.
•Requirement to spend on CSR activities.
19. Concepts and Amendments in the Companies Bill, 2013
19
The Companies Bill, 2013 applies to the whole of India and is also applicable to certain companies or
bodies corporate governed by Special Acts
Substantive law is in the Bill & procedural aspects shall be in form of rules to be prescribed.
The Government of India has the power to notify different provisions of the Act at any point of time.
The maximum number of members, which a Private Company can have, is increased from 50, as
provided in the Companies Act 1956 (and Companies Bill 2009), to 200 (except in case of One
Person Company).
The definition of Public Company provides that a private subsidiary of a public company shall be
deemed to be a public company even though the subsidiary may continue to retain the status of a
private company in the Articles.
20. Concepts and Amendments in the Companies Bill, 2013
20
The scope of officer who is in default has been broadened. The share transfer agents, registrars and
merchant bankers to the issue or transfer related to issue of shares & Chief Financial Officer are also
brought under its ambit. Directors who are aware of the default by way of participation in board
meeting or receiving the minutes without objecting to the same will also be included in this category
even if company has Managing Director
/ Whole Time Director
/ other Key Managerial
Personnel's.
Defaults of procedural nature to be penalized by levy of monetary penalties by adjudicating officers
not below level of Registrar. Appeals against such orders will lie with designated higher authorities.
22. Introduction of CSR Provisions in the Companies Bill 2013
22
Corporate Social Responsibility (CSR) Obligations have been introduced under Clause 135 of the
Companies Bill, 2013. Under the new law, the CSR spending would be the responsibility of companies.
The Bill seeks to make CSR spending compulsory for companies that meet certain criteria. The companies
will have to mandatorily spend 2% of their average net profit for CSR activities.
CSR Provisions in Companies Bill 2013: Every company having;
1.Net worth of Rs. 500 Crore or more, or
2.Turnover of Rs. 1000 Crore or more or
3.Net profit of Rs. 5 Crore or more
During any financial year shall constitute a Corporate Social Responsibility Committee of the Board
consisting of 3 or more directors, out of which at least 1 director shall be an independent director. The
Board's report under clause 134(3) shall disclose the composition of the Corporate Social Responsibility
Committee.
24. Gist of The Companies Bill, 2013 – List of Chapters
24
Sr No
Chapter
Title
1
Chapter I
Preliminary
2
Chapter II
Incorporation of Company and Matters Incidental Thereto
Prospectus and Allotment of Securities
3
Chapter III
Part I: Public Offer
Part II: Private Placement
4
Chapter IV
Share Capital and Debentures
5
Chapter V
Acceptance of Deposits by Companies
6
Chapter VI
Registration of Charges
7
Chapter VII
Management and Administration
8
Chapter VIII
Declaration and Payment of Dividend
9
Chapter IX
Accounts of Companies
10
Chapter X
Audit and Auditors
25. Gist of The Companies Bill, 2013 – List of Chapters
25
Sr No
Chapter
Title
11
Chapter XI
Appointment and Qualifications of Directors
12
Chapter XII
Meeting of Board and Its Powers
13
Chapter XIII
Appointment and Remuneration of Managerial Personnel
14
Chapter XIV
Inspection, Inquiry and Investigation
15
Chapter XV
Compromises, Arrangements and Amalgamations
16
Chapter XVI
Prevention of Oppression and Mismanagement
17
Chapter XVII
Registered Valuers
18
Chapter XVIII
Removal of Names of Companies from the Registrar of Companies
19
Chapter XIX
Revival and Rehabilitation of Sick Companies
Winding Up
Part I: Winding up by the Tribunal
20
Chapter XX
Part II: Voluntary Winding up
Part III: Provisions applicable to every mode of Winding up
Part IV: Official Liquidators
26. Gist of The Companies Bill, 2013 – List of Chapters
26
Sr No
Chapter
Title
21
Chapter XXI
22
Chapter XXII
Companies Incorporated Outside India
23
Chapter XXIII
Government Companies
24
Chapter XXIV
Registration Offices and Fees
25
Chapter XXV
Companies to Furnish Information or Statistics
26
Chapter XXVI
Nidhis
27
Chapter XXVII
National Company Law Tribunal and Appellate Tribunal
28
Chapter XXVIII
Special Courts
29
Chapter XXIX
Miscellaneous
Part 1- Companies Authorised to Register Under This Act &
Part 2- Winding up of Unregistered Companies
28. Differences between
Companies Act 1956 & Companies Bill-2013
28
Particulars
Companies Act 1956
Companies Bill 2013
Dividends
Transfer
to Reserves
No Dividend can be declared for any F.Y. out of the
profits of the Company for that F.Y., except after the
transfer to the reserves such portion of profits of the
Company for that F.Y., not exceeding 10% of its profits.
A company to transfer voluntarily a portion of its profits to
the reserves as considered appropriate, before declaration
of any dividend. Mandatory transfer to reserves done
away.
Declaration of
Dividend
in case of
inadequate
profits
In case of inadequacy or absence of profits in any F.Y.,
the company can declare dividend out of the reserves
only after complying with the Companies (Declaration
of Dividend out of Reserves) Rules,1975, wherein the
maximum rate of dividend is prescribed as 10%.
In case of inadequacy or absence of profits in any F.Y., the
company can declare dividend out of the accumulated
profits transferred to reserves in accordance with the rules
to be prescribed.
Restrictions on
Declaration
of Dividend/
Interim
Dividend
No declarations are provided for declaring
Dividend.
Interim Dividend may be declared out of the surplus in the
Profit & Loss A/c as well as profits of the financial year in
which dividend is sought to be declared. In case company
has incurred loss up to the preceding quarter of the
current financial year, then interim dividend shall not be
declared at a rate higher than the average dividends
declared by the company during the immediately 3
preceding financial years.
interim
Failure to comply with provisions relating to acceptance
and repayment of deposits will bar the company to
declare any dividend during the period of non-compliance.
29. Differences between
Companies Act 1956 & Companies Bill-2013
29
Particulars
Companies Act 1956
Companies Bill 2013
HOLDING-SUBSDIARY COMPANY
Restriction on
Step
down
Subsidiary
No Restriction
Class or classes of holding companies as may be prescribed
shall not have layers of subsidiaries beyond such numbers
as may be prescribed.
CONSOLIDATION OF FINANCIAL STATEMENTS
Consolidation
of Financial
Statements
In case a company has one or more subsidiaries, it shall in
addition to stand-alone financials, prepare a consolidated
financial statement of all the subsidiaries in the same form
and manner as that of its own which shall also be laid
before the AGM of the Company.
Further, such companies shall also attach along with its
financial statement, a separate statement containing the
salient features of the financial statement of its
subsidiaries in such form as may be prescribed.
For the purpose of above, subsidiary shall include
associate company and joint venture.
No existing provisions
REGISTERED VALUER
Exemptions
No provisions provided for Registered Valuer.
Where valuation is required to be made under the Act, in
respect of any property, stocks, shares, debentures, securities,
goodwill or other assets or net worth of a company or its
liabilities, such valuation shall be done by a registered valuer.
30. Differences between
Companies Act 1956 & Companies Bill-2013
30
Particulars
Companies Act 1956
Companies Bill 2013
Exemption from granting Inter-corporate loan, guarantee, security and investments
Exemptions
Any loan made, guarantee given or any security
provided or any investment made byBanking co., or
Insurance co., or
Housing finance Co., or
Company established with the object of financing
industrial enterprises or providing infrastructural
facilities, or
Any company whose principal business was acquisition
of shares, stocks, debentures or other securities;
A private co., unless it is a subsidiary co.;
Holding Co. to its WOS
Any investment made in shares allotted pursuant to
further issue of capital
Any loan, guarantee or security provided byBanking co.; or insurance co.; or housing finance co., in
ordinary course of their business;
Co. engaged in the business of financing of companies or
of providing infrastructural facilities
Investment and lending by NBFC whose principal business
is acquisition of securities
Acquisition by companies having principal business of
acquisition of securities
Acquisition of shares pursuant to further issue of capital
31. Differences between
Companies Act 1956 & Companies Bill-2013
31
Particulars
Companies Act 1956
Companies Bill 2013
RELATED PARTY TRANSACTIONS
Scope
Section
Approval
required
of
A co. cannot enter into the contracts relating to•Sale, purchase or supply of any goods or materials;
•Sale, purchase or supply of any services;
•Underwriting the subscription of any shares,
debentures of a co.
•
•
Prior consent of the BoD by resolution passed at
Board meeting
Prior approval of Regional Director, in case the paidup capital of company is exceeding Rs.1 crore.
A co. cannot enter into contracts relating to•Sale, purchase or supply of any goods or materials;
•Selling or disposing of ,or buying, property of any kind;
•Leasing of property of any kind;
•Availing or rendering of any services;
•Appointment of any agents for purchase or sale of goods,
materials, services or property;
•Appointment to any office or place of profit in the
company, its subsidiary co. or associate co.;
•Underwriting the subscription of any securities or
derivatives thereof , of the co.
•
•
Prior consent of the BoD by resolution passed at Board
meeting
Prior approval of Shareholders, in case the paid-up
capital of co. or transaction amount exceeds
prescribed limit.
32. Differences between
Companies Act 1956 & Companies Bill-2013
32
Particulars
Companies Act 1956
Companies Bill 2013
RELATED PARTY TRANSACTIONS
Specified
persons with
whom contracts
are covered
Director of the Co.
Relative of such Director
A firm in which such Director or Relative is a partner
Any other partner of such firm in which Director or
Relative is a partner
Private co. in which such director is a director or
member
Related Party-Director or his relative
•KMP or his relative
•Firm, in which a director, manager or his relative is a partner
•Private Co. in which a director or manager is a member or director
•Public Co. in which a director or manager is a Director or holds
along with his relatives, more than 2% of its paid-up share capital
•Any body corporate whose BoD, MD, or manager is accustomed to
act in accordance with the advice, directions or instructions of a
director or manager
•Any person under whose advice, directions or instructions, a
director or manager is accustomed to act
•Any Co. which is-a holding, subsidiary or associate Co. of such Co.
-a subsidiary of a holding co. to which it is also a subsidiary
.such other persons as may be prescribed.
Purchase/Sale of goods and materials for cash at
prevailing market price. Purchase/Sale of goods and
materials or services, the cost of which does not exceed
Rs.5000/- in any year during the period of contract. Any
transaction of banking/insurance company in the ordinary
course of such company.
Any transaction entered by company in its ordinary course of
business other than transactions which are not an arm’s length
basis.
•
•
•
•
•
Exemptions
33. Differences between
Companies Act 1956 & Companies Bill-2013
33
Particulars
Companies Act 1956
Companies Bill 2013
LOAN TO DIRECTORS
Applicability of
Section
Public Companies
Public & Private Companies
Scope of Section
No Public Co. shall directly or indirectly make any loan or
give any guarantee or provide any security to its directors
and other certain specified persons, except with the
approval of CG.
No Public Co. shall directly or indirectly make any loan including
book debt or give any guarantee or provide any security to its
directors or to any other persons in whom the director is
interested.
Exemptions
This section does not apply toPrivate Cos.
Holding to its subsidiary
Banking Cos
This section does not apply to•Loan to MD/WTD
-as a part of contract of services extended to all its employees
-pursuant to scheme approved by members by special resolution.
•A Co. which in the ordinary course of its business provides loan,
guarantee or security for due repayment of any loan and charges
interest thereon being not less than bank rate declared by RBI.
34. Differences between
Companies Act 1956 & Companies Bill-2013
34
Particulars
Companies Act 1956
Companies Bill 2013
WINDING UP/ STRIKE OFF
Grounds for
Winding up
reduced
Criteria for winding-up provided by NCLTIf the Co. has, by special resolution, resolved that the co.
be wound up.
Certain criteria for winding-up by NCLT deleted like minimum
number of members falling below prescribed limit, noncommencement of business for 1 yr, etc.
If the co. is unable to pay its debt
Additional ground provided:
NCLT is of the opinion that•The affairs of the co. have been conducted in a fraudulent manner
•Co. was formed for fraudulent and unlawful purpose
•The persons concerned in the formation or management of its
affairs have been guilty of fraud, misfeasance or misconduct in
connection therewith.
If a co. does not commence its business within 1 yr from
its incorporation or suspends its business for a whole yr
If the minimum no. of members is reduced below 2 for
pvt co. & 7 in case of public co.
Grounds for
strike off
A co. may be struck off by RoC if it has reasonable cause
to believe that a co. is not carrying on business or
operations.
A co. may be struck off by RoC for below reasonsSubscribers to the memorandum have not paid the subscription
money within 180 days from the date of incorporation
Co. has failed to commence its business within 1 yr of its
incorporation
Co. is not carrying on any business or operation for 2 immediately
preceding financial yr and has within such period applied for status
of a dormant co.
A Co. may also file application for striking of the name of the Co.
under certain circumstances
36. How Would the Companies Bill 2013 affect the Corporates
36
Related Party Transactions
Every Contract / Arrangement with a Related Party to be referred
to in the Board's Report along with the Justification
Arrangement between a Company and its Directors in respect of Acquisition of Assets for Consideration other
than Cash to require General Resolution
The One Person Company to inform the RoC about Every Contract entered into with the Sole Member
One Person Company to ensure that the
Terms of the Contract are Contained in the Memorandum or are Recorded in the Minutes
Registered Valuers
A new Chapter has been inserted in relation to Registered Valuers
Valuation in respect of any Property, Stock, Shares, Debentures, Securities, Goodwill, Net Worth or Assets of a
Company shall be valued by a person Registered as a Valuer
The Central Government shall maintain a Register of Valuers
37. How Would the Companies Bill 2013 affect the Corporates
37
Deposits
Company may accept deposits from its members subject to fulfillment of the following specified conditions
1.passing of resolution in a general meeting
2.issue of circular to members
3.filing a copy of the circular along with the registrar
4.Providing deposit insurance
5.Certification by the Company that it hasn’t defaulted in the repayment of Deposits
6.Provision of security in respect of deposit and interest and creation of charge
public company having prescribed net worth or turnover may accept deposits from persons other than its
members subject to compliance of rules as may be prescribed by Central Government
Where a Company fails to repay the deposit and it is proved that the deposits had been accepted with intent to
defraud the depositors or for any fraudulent purpose, every officer shall be personally responsible, without
any limitation of liability, for all or any of the losses or damages
38. How Would the Companies Bill 2013 affect the Corporates
38
Investment Companies
Company can make investment through not more than two layers of Investment Companies
Restriction on the Number of Step Down Subsidiary Companies has been introduced to prevent the abuse of
Diversion of Funds through many Step Down Subsidiaries
Corporate Social Responsibility
Company having Minimum Net Worth 500 Crore, or Turnover 1000 Crore or Net Profit 5 Crore to Constitute a
CSR Committee consisting of Minimum 3 Directors, at least 1 director being an Independent Director
Every Company to spend at least 2% of the average net profits during
the 3 preceding Financial Years
CSR Committee to formulate and recommend CSR Policy indicating the activities as specified in schedule VII
39. How Would the Companies Bill 2013 affect the Corporates
39
Investor Protection Measures
Issue and Transfer of Securities and Non Payment of Dividend by Listed Companies shall be administered by
SEBI
Fraudulent Inducement of Persons to Invest Money is punishable with Imprisonment for a Term which may
extend to Ten Years and with Fine which shall not be less than Three Times the Amount involved
Suit may be filed by a person who is affected by any Misleading Statement in the Prospectus or who has invested
money by fraudulent inducement
Class Action Suits
Specified No. of Members, Depositors or any Class of them may file an application before the Tribunal
Where the Members or Depositors seek any Damages or or demand any other suitable action from or against an
audit firm, the liability shall be of the firm as well as of each partner who was involved in making any improper
statement of particulars in the audit report or who acted in a fraudulent, unlawful or wrongful manner
The order passed by the Tribunal shall be binding on the company and all its Members, Depositors and Auditors
40. How Would the Companies Bill 2013 affect the Corporates
40
Serious Fraud Investigation Office
Statutory status to SFIO has been proposed. Investigation report of SFIO filed with the Court for framing of
charges shall be treated as a report filed by a Police Officer.
SFIO shall have power to arrest in respect of certain offences of the Bill which attract the punishment for fraud.
Those offences shall be cognizable and the person accused of any such offence shall be released on bail subject to
certain conditions provided in the relevant clause of the Bill
Prohibition of Insider Trading
New clause has been introduced with respect to prohibition of insider trading of securities. The definition of price
sensitive information has also been included
Directors and the key managerial personnel of a company are prohibited from forward dealings in securities of the
company
41. How Would the Companies Bill 2013 affect the Corporates
41
Financial Statements
'Financial Statement' has been defined to include
1.Balance Sheet
2.Profit and Loss Account or Income and Expenditure Account
3.Case Flow Statement
4.Statement of Changes in Equity
5.any explanatory note annexed to, or forming part of the above
The Financial Statement, with respect to One Person Company, Small Company and Dormant Company, may not
include the Cash Flow Statement
42. How Would the Companies Bill 2013 affect the Corporates
42
Other Important Points
New Definitions introduced in the Bill
Definition of Private Company changed
Deemed Public Company
Security Premium Account may be applied for Buy Back
Concept of One Person Company
Concept of Small Companies
Registration Process Made Faster
Articles may Contain Provisions for Entrenchment
No Commencement of Business unless Declaration filed with Registrar
Clear Definition of Private Placement
43. How Would the Companies Bill 2013 affect the Corporates
43
No Issue of Shares at a Discount except Sweat Equity Shares
Issue of Preference Shares for a period Exceeding Twenty Years
subject to Conditions
Reduction of Share Capital subject to Confirmation by Tribunal
Maximum No of Directors: Limit Increased to 15 from 12
More Directors by way of Special Resolution without CG approval
At least one Woman Director for Prescribed Class of Companies
At Least One Resident Director
CS being a Whole Time KMP to be Appointed by Board Resolution
Listed Companies to have at least 1/3rd Independent Directors
Nominee Director not to be an independent Director
Only Independent Director to be an Alternate for an Independent Director
44. How Would the Companies Bill 2013 affect the Corporates
44
Promoter/Central Govt to Appoint Directors where all Directors Resign
Meeting at Short Notice subject to Presence of Min 1 Independent Director
Duties of Directors Defined in the Bill
Constitution of Nomination and Remuneration Committee mandatory
In case of Listed Companies and Other Prescribed Companies
Mandatory Constitution of a Stakeholders Relationship Committee
Where Shareholders, Debenture Holders, Deposit Holders and any other Security Holders > 1000
New Schedule of Remuneration to Managerial Personnel (Schedule V)
for Companies with No / Inadequate Profits
Compliance Certificate under Sec 383A prescribed under Clause 92(1)(ix)
Annual Return of Listed Companies to include
Change in the No. of Shares held by Promoters and Top 10 Shareholders
Board's Report made more Informative including Extensive Disclosures
45. 45
Note:
• This presentation has been prepared based on the Companies Bill passed by the Lok Sabha on 18 th
December 2012 and by the Rajya Sabha on 08 th August 2013.
• This Bill shall become applicable after getting a Presidential Accent and after framing The Rules forming
part of the Regulation by the Government in due Course .