This document provides a summary of key proposed changes to the Companies Act based on the Companies Bill passed by the Lok Sabha and Rajya Sabha in 2012-2013. Some of the major changes summarized include introducing the concepts of One Person Company and small companies, increasing the limit on maximum number of members in a private company, mandating at least one woman director, ratification of auditor appointments every year, and defining the term "financial statement" for the first time. The document was prepared by the Institute of Company Secretaries of India based on the passed bill but they do not own responsibility for any errors or omissions.
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.
This document summarizes the key differences between private and public companies under the Companies Act of 1956 in India. It explains that private companies can have 2-50 members and a minimum paid-up capital of Rs. 1 lakh, while public companies can have 7 or more members and a minimum paid-up capital of Rs. 5 lakh. Private companies are more limited in their ability to invite public investment and have less regulatory requirements than public companies. The document also outlines the detailed process for converting a private company into a public company to comply with statutory rules.
The document compares key aspects of the old Companies Act of 1956 and the new Companies Act of 2013 in India. Some of the major changes introduced in the new act include increasing the maximum number of members from 50 to 200, introducing the concept of a one person company, strengthening corporate governance requirements like having a resident director, mandating e-governance, reserving positions for women directors in large companies, increasing the maximum number of directors from 12 to 15, and introducing corporate social responsibility requirements for large companies.
This document discusses key changes to the Companies Act introduced in 2013 relating to auditors, directors, and financial reporting. Some key points include:
- Auditor tenure is increased to 6 years from 5 years and mandatory rotation of auditors is introduced for listed companies every 10 years.
- Restrictions are placed on non-audit services provided by auditors to clients.
- A minimum of one woman director is required for certain prescribed classes of companies.
- The maximum number of directorships an individual can hold is increased to 20 companies from 15.
- Consolidated financial statements are now mandatory for companies with subsidiaries/associates. Significant influence is redefined.
- Restate
Sebi (listing obligation and disclosure requirements) regulations 2015 guideGAURAV KR SHARMA
The document outlines the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which specify various compliance requirements for listed entities in India. It covers regulations regarding board of directors and committees, related party transactions, obligations of independent directors, financial reporting, general meeting obligations, and more. The key requirements include appointing independent directors, constituting audit and nomination committees, related party transaction approvals, annual/quarterly financial reporting, and ensuring proper governance of subsidiaries and security holders' rights.
The document provides information on converting a firm to a company under the Companies Act 2013. There are two main methods of conversion - forming a new company with the partners as shareholders, or converting the existing firm without dissolution by preparing deed provisions. The requirements for conversion include having a minimum of 7 members, consent of the majority or 3/4 members, and forming the company as unlimited, limited by shares, or limited by guarantee. The steps outlined include obtaining DINs, reserving a company name, publishing advertisements, and filing various forms along with documents before receiving a certificate of incorporation.
This document provides a summary of key proposed changes to the Companies Act based on the Companies Bill passed by the Lok Sabha and Rajya Sabha in 2012-2013. Some of the major changes summarized include introducing the concepts of One Person Company and small companies, increasing the limit on maximum number of members in a private company, mandating at least one woman director, ratification of auditor appointments every year, and defining the term "financial statement" for the first time. The document was prepared by the Institute of Company Secretaries of India based on the passed bill but they do not own responsibility for any errors or omissions.
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.
This document summarizes the key differences between private and public companies under the Companies Act of 1956 in India. It explains that private companies can have 2-50 members and a minimum paid-up capital of Rs. 1 lakh, while public companies can have 7 or more members and a minimum paid-up capital of Rs. 5 lakh. Private companies are more limited in their ability to invite public investment and have less regulatory requirements than public companies. The document also outlines the detailed process for converting a private company into a public company to comply with statutory rules.
The document compares key aspects of the old Companies Act of 1956 and the new Companies Act of 2013 in India. Some of the major changes introduced in the new act include increasing the maximum number of members from 50 to 200, introducing the concept of a one person company, strengthening corporate governance requirements like having a resident director, mandating e-governance, reserving positions for women directors in large companies, increasing the maximum number of directors from 12 to 15, and introducing corporate social responsibility requirements for large companies.
This document discusses key changes to the Companies Act introduced in 2013 relating to auditors, directors, and financial reporting. Some key points include:
- Auditor tenure is increased to 6 years from 5 years and mandatory rotation of auditors is introduced for listed companies every 10 years.
- Restrictions are placed on non-audit services provided by auditors to clients.
- A minimum of one woman director is required for certain prescribed classes of companies.
- The maximum number of directorships an individual can hold is increased to 20 companies from 15.
- Consolidated financial statements are now mandatory for companies with subsidiaries/associates. Significant influence is redefined.
- Restate
Sebi (listing obligation and disclosure requirements) regulations 2015 guideGAURAV KR SHARMA
The document outlines the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which specify various compliance requirements for listed entities in India. It covers regulations regarding board of directors and committees, related party transactions, obligations of independent directors, financial reporting, general meeting obligations, and more. The key requirements include appointing independent directors, constituting audit and nomination committees, related party transaction approvals, annual/quarterly financial reporting, and ensuring proper governance of subsidiaries and security holders' rights.
The document provides information on converting a firm to a company under the Companies Act 2013. There are two main methods of conversion - forming a new company with the partners as shareholders, or converting the existing firm without dissolution by preparing deed provisions. The requirements for conversion include having a minimum of 7 members, consent of the majority or 3/4 members, and forming the company as unlimited, limited by shares, or limited by guarantee. The steps outlined include obtaining DINs, reserving a company name, publishing advertisements, and filing various forms along with documents before receiving a certificate of incorporation.
Companies Act - Companies Act, 1956 - Features - Types of Companies Act under the Act - Introduction of Companies act 2013 - Structural Comparison - Objectives of the Act - Meaning and Features of the Company - Monitoring and Regulatory Authorities - SFIO - NCLT - Challenges of Companies act 2013 - Provisions of Company Act 2013 -
Conversion of partnership firm in to limited companyAmit Soni
This describes the step by step process for conversion (not take over) of a partnership firm in to Limited company as per the Companies Act, 2013. (The document is created in June 2014)
The document discusses the Insolvency and Bankruptcy Code of 2016 introduced in India. It provides an overview of the key aspects of the new code, including consolidating various existing insolvency laws, introducing a time-bound resolution process, and repealing prior acts like SICA. However, the document also identifies some deficiencies in the new code, such as the eligibility criteria under the Fresh Start Process being too restrictive, an absence of timelines for liquidations, and a lack of disqualifications for corporate debtors and their directors that are made bankrupt. The author argues amendments are needed to address these deficiencies and make the code more effective and practical.
The document provides information on key aspects of the Companies Act, 2013 and draft rules relating to types of companies, private companies, public companies, one person companies, and requirements for company names and memorandums. Some of the key points summarized:
- It introduces the concept of a One Person Company for the first time, with requirements that it must have one natural person as a member who is an Indian citizen.
- Private companies must restrict share transfers and limit members to 50, while public companies must have a minimum paid-up capital of Rs. 5 lakhs and no restriction on members.
- The memorandum must state the company name and objects, liability, share capital details, and in case of
Key Takeaways:
Appointment of directors under Singapore Companies Act
Disqualifications of directors
Powers and duties of directors
Removal and resignation of directors
The document discusses clarifications on the formation and naming of Limited Liability Partnerships (LLPs) in India according to the LLP Act of 2008. Key points include:
- The name of an LLP must be approved by the relevant professional council if it includes words like "chartered accountant"; approval is also needed from the Institute of Chartered Accountants of India if the LLP name includes "Chartered Accountant".
- Examples of acceptable LLP names for chartered accountant firms include "X & Co. LLP" or "X & Associates LLP".
- Newly converted chartered accountant LLPs can only provide professional services allowed under the Chartered Accountants Act of
The document summarizes key provisions around management and administration under Chapter VII of the Companies Act, 2013. It outlines disclosure requirements in the annual return such as details of subsidiaries, remuneration to directors, and changes in promoter stake. It discusses the timeline for holding annual general meetings, requirements around notice and quorum for meetings, voting processes including electronic voting, and demand for polls. The document also covers maintenance of registers of members and inspection and filing of annual returns and other documents.
Icai chennai - unlisted public companies - 16.06.2014oswinfo
This document provides information on various provisions related to unlisted public companies under the Companies Act, 2013. It discusses definitions of public company and financial year. It summarizes requirements for public companies such as minimum number of directors, appointment of key managerial personnel, rotation of auditors, constitution of audit committee and its functions, establishment of vigil mechanism, and appointment of woman director and independent directors.
Section 25 companies under the Indian Companies Act 1956 are formed for the sole purpose of promoting commerce, art, science, religion, or charity. They must apply their profits only to promoting their objectives and cannot pay dividends. They require a license from the central government. Section 25 companies offer benefits like limited liability without disclosing member details, exemption from statutory requirements like minimum capital and annual return disclosures. However, they must still comply with provisions of the Companies Act unless expressly exempted and cannot alter their objectives without government approval.
securities
Section 195 prohibits insider trading of securities by any director, key managerial personnel or other officer of a company. Insider trading includes subscribing, buying, selling or dealing in securities based on non-public price sensitive information. It also includes counseling or communicating such non-public information to others. Any person found guilty of insider trading can be punished with imprisonment of up to 5 years or a fine between Rs. 5 lakhs to Rs. 25 crores or 3 times the profits made from insider trading, whichever is higher. The section aims to promote fair trading in securities and prevent the misuse of non-public information for personal gains.
This document summarizes key provisions around the appointment and removal of auditors under Section 139-140 of the Companies Act 2013. It discusses the periods of appointment for individual and audit firm auditors, requirements around rotation of auditors and filling casual vacancies. It also outlines the process for reappointing retiring auditors, circumstances allowing removal of auditors before the end of their term, requirements for auditor resignation, and removal of auditors by the central government.
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.
The document summarizes recent updates to the Companies Act 2013 in India, including increasing the threshold for mandatory appointment of a Company Secretary to Rs. 10 crores, expanding requirements for secretarial audit reports, introducing new forms like SPICe+ for easier incorporation, extending various filing timelines due to COVID-19, and allowing meetings to be conducted virtually.
This document provides information about the requirements for directors under the Companies Act 2013 in India. It discusses the minimum and maximum number of directors allowed for different types of companies. It also summarizes the qualifications, disqualifications, duties, resignations, limits on directorships, and requirements regarding independent directors and women directors. Key points include that every company must have at least one resident director who stays in India for over 182 days, limits on the number of directorships one can hold, duties of directors to act in good faith and avoid conflicts of interest, and criteria for independent directors to qualify as independent.
The document discusses the various roles and opportunities for CMAs (Cost and Management Accountants) under the Companies Act of 2013 in India. It mentions that CMAs can serve as key managerial personnel, independent directors, tribunal members, company liquidators, administrators, internal auditors, and experts. They are also authorized to pre-certify various e-forms filed with regulatory authorities. The roles discussed include cost auditor, internal auditor, and pre-certification of company filings.
The document discusses the composition and requirements for the Nomination and Remuneration Committee according to the Companies Act 2013 and SEBI regulations. It notes some potential contradictions between the Act, which requires the committee for all listed companies, and Clause 49 of listing agreements, which provides some exemptions. Specifically, it examines whether the Act takes precedence over Clause 49. It also outlines penalties for non-compliance with the Act's provisions for this committee.
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
The document summarizes the key provisions around appointment and qualifications of auditors under the Companies Act. It discusses who can be appointed as an auditor, circumstances for disqualification, appointment of first, subsequent and casual vacancy auditors, appointment through special/ordinary resolution, remuneration of auditors, ceiling on number of audits, and provisions for special, cost and branch audits.
Special rules governing LIC Development OfficersTsr Iyengar
This presentation summarizes the special rules governing Development Officers at LIC. It provides an overview of key rules including:
- Appointment and confirmation processes as outlined in letters to new officers.
- Reasons for special rules including Development Officers' field-based work and performance judged on business results.
- Cost ratio targets and disincentive tables imposing pay cuts or decrements for exceeding ratios.
- Provisions for representation, deferment of disincentives, and reinstatement of decrements under certain conditions.
- Reality of rule impacts from 2009 including high numbers of officers facing disincentives and terminations, demonstrating the significant effect on jobs and wages.
Guidance Note on Sceretarial Standard 2 of General M eeting issued by ICSI GAURAV KR SHARMA
1. The Secretarial Standard on General Meetings (SS-2) formulated by the Institute of Company Secretaries of India has been approved by the Central Government as mandatory for compliance.
2. SS-2 applies to all types of general meetings and prescribes principles for convening and conducting meetings and related matters.
3. This guidance note provides explanations and procedures to facilitate compliance with SS-2.
Companies Act - Companies Act, 1956 - Features - Types of Companies Act under the Act - Introduction of Companies act 2013 - Structural Comparison - Objectives of the Act - Meaning and Features of the Company - Monitoring and Regulatory Authorities - SFIO - NCLT - Challenges of Companies act 2013 - Provisions of Company Act 2013 -
Conversion of partnership firm in to limited companyAmit Soni
This describes the step by step process for conversion (not take over) of a partnership firm in to Limited company as per the Companies Act, 2013. (The document is created in June 2014)
The document discusses the Insolvency and Bankruptcy Code of 2016 introduced in India. It provides an overview of the key aspects of the new code, including consolidating various existing insolvency laws, introducing a time-bound resolution process, and repealing prior acts like SICA. However, the document also identifies some deficiencies in the new code, such as the eligibility criteria under the Fresh Start Process being too restrictive, an absence of timelines for liquidations, and a lack of disqualifications for corporate debtors and their directors that are made bankrupt. The author argues amendments are needed to address these deficiencies and make the code more effective and practical.
The document provides information on key aspects of the Companies Act, 2013 and draft rules relating to types of companies, private companies, public companies, one person companies, and requirements for company names and memorandums. Some of the key points summarized:
- It introduces the concept of a One Person Company for the first time, with requirements that it must have one natural person as a member who is an Indian citizen.
- Private companies must restrict share transfers and limit members to 50, while public companies must have a minimum paid-up capital of Rs. 5 lakhs and no restriction on members.
- The memorandum must state the company name and objects, liability, share capital details, and in case of
Key Takeaways:
Appointment of directors under Singapore Companies Act
Disqualifications of directors
Powers and duties of directors
Removal and resignation of directors
The document discusses clarifications on the formation and naming of Limited Liability Partnerships (LLPs) in India according to the LLP Act of 2008. Key points include:
- The name of an LLP must be approved by the relevant professional council if it includes words like "chartered accountant"; approval is also needed from the Institute of Chartered Accountants of India if the LLP name includes "Chartered Accountant".
- Examples of acceptable LLP names for chartered accountant firms include "X & Co. LLP" or "X & Associates LLP".
- Newly converted chartered accountant LLPs can only provide professional services allowed under the Chartered Accountants Act of
The document summarizes key provisions around management and administration under Chapter VII of the Companies Act, 2013. It outlines disclosure requirements in the annual return such as details of subsidiaries, remuneration to directors, and changes in promoter stake. It discusses the timeline for holding annual general meetings, requirements around notice and quorum for meetings, voting processes including electronic voting, and demand for polls. The document also covers maintenance of registers of members and inspection and filing of annual returns and other documents.
Icai chennai - unlisted public companies - 16.06.2014oswinfo
This document provides information on various provisions related to unlisted public companies under the Companies Act, 2013. It discusses definitions of public company and financial year. It summarizes requirements for public companies such as minimum number of directors, appointment of key managerial personnel, rotation of auditors, constitution of audit committee and its functions, establishment of vigil mechanism, and appointment of woman director and independent directors.
Section 25 companies under the Indian Companies Act 1956 are formed for the sole purpose of promoting commerce, art, science, religion, or charity. They must apply their profits only to promoting their objectives and cannot pay dividends. They require a license from the central government. Section 25 companies offer benefits like limited liability without disclosing member details, exemption from statutory requirements like minimum capital and annual return disclosures. However, they must still comply with provisions of the Companies Act unless expressly exempted and cannot alter their objectives without government approval.
securities
Section 195 prohibits insider trading of securities by any director, key managerial personnel or other officer of a company. Insider trading includes subscribing, buying, selling or dealing in securities based on non-public price sensitive information. It also includes counseling or communicating such non-public information to others. Any person found guilty of insider trading can be punished with imprisonment of up to 5 years or a fine between Rs. 5 lakhs to Rs. 25 crores or 3 times the profits made from insider trading, whichever is higher. The section aims to promote fair trading in securities and prevent the misuse of non-public information for personal gains.
This document summarizes key provisions around the appointment and removal of auditors under Section 139-140 of the Companies Act 2013. It discusses the periods of appointment for individual and audit firm auditors, requirements around rotation of auditors and filling casual vacancies. It also outlines the process for reappointing retiring auditors, circumstances allowing removal of auditors before the end of their term, requirements for auditor resignation, and removal of auditors by the central government.
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.
The document summarizes recent updates to the Companies Act 2013 in India, including increasing the threshold for mandatory appointment of a Company Secretary to Rs. 10 crores, expanding requirements for secretarial audit reports, introducing new forms like SPICe+ for easier incorporation, extending various filing timelines due to COVID-19, and allowing meetings to be conducted virtually.
This document provides information about the requirements for directors under the Companies Act 2013 in India. It discusses the minimum and maximum number of directors allowed for different types of companies. It also summarizes the qualifications, disqualifications, duties, resignations, limits on directorships, and requirements regarding independent directors and women directors. Key points include that every company must have at least one resident director who stays in India for over 182 days, limits on the number of directorships one can hold, duties of directors to act in good faith and avoid conflicts of interest, and criteria for independent directors to qualify as independent.
The document discusses the various roles and opportunities for CMAs (Cost and Management Accountants) under the Companies Act of 2013 in India. It mentions that CMAs can serve as key managerial personnel, independent directors, tribunal members, company liquidators, administrators, internal auditors, and experts. They are also authorized to pre-certify various e-forms filed with regulatory authorities. The roles discussed include cost auditor, internal auditor, and pre-certification of company filings.
The document discusses the composition and requirements for the Nomination and Remuneration Committee according to the Companies Act 2013 and SEBI regulations. It notes some potential contradictions between the Act, which requires the committee for all listed companies, and Clause 49 of listing agreements, which provides some exemptions. Specifically, it examines whether the Act takes precedence over Clause 49. It also outlines penalties for non-compliance with the Act's provisions for this committee.
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
The document summarizes the key provisions around appointment and qualifications of auditors under the Companies Act. It discusses who can be appointed as an auditor, circumstances for disqualification, appointment of first, subsequent and casual vacancy auditors, appointment through special/ordinary resolution, remuneration of auditors, ceiling on number of audits, and provisions for special, cost and branch audits.
Special rules governing LIC Development OfficersTsr Iyengar
This presentation summarizes the special rules governing Development Officers at LIC. It provides an overview of key rules including:
- Appointment and confirmation processes as outlined in letters to new officers.
- Reasons for special rules including Development Officers' field-based work and performance judged on business results.
- Cost ratio targets and disincentive tables imposing pay cuts or decrements for exceeding ratios.
- Provisions for representation, deferment of disincentives, and reinstatement of decrements under certain conditions.
- Reality of rule impacts from 2009 including high numbers of officers facing disincentives and terminations, demonstrating the significant effect on jobs and wages.
Guidance Note on Sceretarial Standard 2 of General M eeting issued by ICSI GAURAV KR SHARMA
1. The Secretarial Standard on General Meetings (SS-2) formulated by the Institute of Company Secretaries of India has been approved by the Central Government as mandatory for compliance.
2. SS-2 applies to all types of general meetings and prescribes principles for convening and conducting meetings and related matters.
3. This guidance note provides explanations and procedures to facilitate compliance with SS-2.
TITLE III - BOARD OF TRUSTEES AND DIRECTORSs.pptxJesusaEspeleta
The document discusses various provisions from the Corporation Code of 1980 and the Revised Corporation Code of 2019 relating to boards of directors/trustees and corporate officers. Some key points discussed include:
- The board of directors/trustees exercises corporate powers, conducts business, and controls corporate properties. It is elected annually from stockholders or members.
- Corporate officers that must be elected include a president who is a director, treasurer who may or may not be a director, and a secretary who must be a resident and citizen of the Philippines.
- The board is given wide latitude in its business decisions under the business judgement rule but cannot act in an unconscionable or oppressive manner.
Govt. extends exemptions under Company Law to Pvt. Cos. [mca notification dat...Gaurav Pingle
With an objective to provide certain exemptions to Private Companies, Ministry of Corporate Affairs ('MCA') had issued a Notification on June 5, 2015. After 2 years, the MCA has amended the said Notification. By amendment, the MCA has extended the exemptions in the Notification to Private Cos. / Small Cos. / Start-Ups / OPC.
The document relates to the highlights and analysis of the extended exemptions:
The document compares key aspects of the Companies Act, 2013 versus the Companies Act, 1956 in India. It provides an introduction and overview of the new chapters included in the 2013 Act. It then lists the chapters and titles included in the new Act. Several new definitions introduced in the 2013 Act are also outlined. Key differences between the two Acts regarding types of companies, incorporation process, memorandum and articles of association, prospectus and allotment of securities are summarized in a table format.
This document summarizes key issues under the Corporate Social Responsibility provisions in the Indian Companies Act of 2013. It discusses six main issues: 1) ambiguity around foreign companies having branches in India being required to conduct CSR, 2) exclusion of normal business activities from CSR, 3) burden on small companies, 4) non-penalty "comply or explain" approach to non-compliance, 5) uncertainty around tax deductibility of CSR expenses, and 6) ambiguity regarding implementing agencies for CSR activities. The document provides analysis of each issue through examples and discussion of related legal considerations.
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 defines various income tax related terms under the following headings:
1. Definition - Provides definitions for terms like amalgamation, approved gratuity fund, approved annuity plan, approved income payment plan, approved superannuation fund, assessment, assessment year, association of persons, banking company, bonus shares, business, capital asset, company, debt, dividend, eligible person, employee, employer, employment, financial institution, firm, income, income year, individual pension account, industrial undertaking, liquidation, member, minor child, non-profit organization, originator.
2. Source of Income - Lists the main sources of income as salary, income from property, income from business, capital gains, income
Managerial remuneration includes salary, allowances, and benefits paid to managing directors, whole-time directors, managers, and professional directors. The document outlines the definitions and appointment procedures for these managerial persons according to Indian law. It also provides the formulas and limits for calculating remuneration based on a company's net profits and effective capital. Key factors like sitting fees, increases in remuneration, and remuneration of foreign directors are also summarized.
The new SEBI listing regulations replace the previous listing agreement and aim to increase transparency through additional disclosures on key events like acquisitions and family agreements. The regulations divide requirements into substantive provisions and procedural schedules. They cover periodic disclosures, corporate governance principles, and obligations for different security types. The regulations increase disclosures for related party transactions, unlisted subsidiaries, and board decisions. They also specify conditions for reclassifying promoters as public shareholders. The alignment with the Companies Act of 2013 removes ambiguities but increases compliance burden for listed companies.
Key Takeaways:
Appointment of auditors under Singapore Companies Act
Exemption from auditors' appointment
Powers and duties of auditors
Remuneration of auditors
Resignation and removal of auditors
COMPARATIVE STATEMENT OF PRIVATE LIMITED COMPANY AND A SIGLE MEMBER COMPANY IN PAKISTAN
In Pakistan Companies could be form in many ways; for running a business registered under the federal statue, there are two popular ways to incorporate a company where liabilities are limited to its shares; one way is to form a Private Limited company; other way is to form Single Member Company and both are convertible into other kind (upward or downward as case may be) referring to Section 47 of the Companies Act, 2017 hereafter called as Act;
This document discusses key concepts related to takeover code in India. It begins by defining key terms like acquirer, target company, control, shares etc. It then explains the various thresholds defined for compliance and open offer under takeover regulations. Inter-se transfer between promoters, relatives and group companies are exempted from open offer requirements. The document also discusses taxation issues related to inter-se transfers, preferential allotment of shares and compares preferential allotment with takeover code. It concludes by addressing some common queries related to calculation of shareholding post preferential allotment and compliance requirements.
The presentation deals with the concept of Right to Default Bail laid down under Section 167 of the Code of Criminal Procedure 1973 and Section 187 of Bharatiya Nagarik Suraksha Sanhita 2023.
2. SECTION 22 – TYPES OF
MISCONDUCT
(“22” WHICH MAKES EVERY CHARTERED
ACCOUNTANT TO TAKE A DEEP SIGH, WHEN
HEARD OF)For the purposes of this Act, the expression “PM or OM” shall be deemed to
include any act or omission provided in any of the Schedules, but nothing in
this section shall be construed to limit or abridge in any way the power
conferred or duty cast on the Director (Discipline) under sub-section (1) of
section 21 to inquire into the conduct of any member of the Institute under
any other circumstances.]
Every Chartered Accountant whether in practice or in industry are bound by
the siblings “The First Schedule” & “The Second Schedule”, children of the
Chartered Accountant, 1949
And then there are other relatives like –
Chartered Accountant Regulations, 1988
Central Council Guidelines, 2008
Pronouncements by various Courts of Law
3. STRUCTURE OF SIBLINGS
The First
Schedule
Part I
CAIP - PM
Part II
CAIS - PM
Part III
CAIG - PM
Part IV
CAIG - OM
The Second
Schedule
Part I
CAIP - PM
Part II
CAIG - PM
Part III
CAIG - OM
5. CLAUSE - 1 OF PART-I OF THE FIRST
SCHEDULE
CAIP shall be deemed to be guilty of PM if –
“he allows any person to Practice In his Name as CA, except if such
person is a CA in practice and is in Partnership with or Employed by
him”
PIN
6. CLAUSE - 2 OF PART-I OF THE FIRST
SCHEDULE
CAIP shall be deemed to be guilty of PM if –
“he pays or allows or agrees to pay,
-directly or indirectly,
-any Share, Commission or Brokerage
-in the fees or profits of professional business”
S C B :
Outflow
6 Exceptions though –
- CA
- Partner
- Retired Partner
- LR of Deceased Partner
- Member of other PB
- Qualified Persons
7. CLAUSE - 3 OF PART-I OF THE FIRST
SCHEDULE
CAIP shall be deemed to be guilty of PM if –
“he accepts or agrees to accept
- any Part
- of Profits of Professional work
- of Person who is not member of ICAI.
4 Ps :
Inflow
2 Exceptions though, whereby CA
can receive S C B in fees from –
- Member of other PB
- Qualified Persons
8. CLAUSE - 4 OF PART-I OF THE FIRST
SCHEDULE
CAIP shall be deemed to be guilty of PM if –
“he enters into partnership,
- in or outside India
- with any person”
2 Exceptions though –
- CAIP
- Member of other PB having
prescribed qualifications
9. CLAUSE - 5 OF PART-I OF THE FIRST
SCHEDULE
CAIP shall be deemed to be guilty of PM if –
“he secures professional Business
- through Service of Person
- Not being his Employee or Partner
- or by Means Not Open to CAIP”
This clause not to override Clauses 2, 3, 4.
B S E P
M N O