Important changes
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Transcript of Important changes
CA Bharat Sonkhiya| R Sogani & Associates
Important changes
Companies Act 2013
R Sogani & AssociatesBy: CA BHARAT SONKHIYA
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COMPANIES ACT, 2013
CA Bharat Sonkhiya| R Sogani & Associates
470 Sections
29 Chapters
7
Schedules
470 Sections
29 Chapters
7
Schedules
COMPANIES ACT, 1956
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Now it has become a
proactive law with inclusion
and emphasis on more and
more stringent clauses.
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Key HIGHLIGHTS
Transparency
CSR Corporat
e Governance
Complian
ce
Investor
Protection
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MAJOR CHANGES P&L STATEMENT OPEN FOR INSPECTION BY
GENERAL PUBLIC
FILING OF SOME MORE BOARD RESOLUTIONS
STIFF PENALTIES
RESTRICTION ON INTER CORPORATE LOAN AND GUARANTEE
CIN ON OFFICIAL DOCUMENTS
RESTRICTIONS ON ACCEPTANCE OF DEPOSITS
E-VOTING AND VIDEO CONFERENCING
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LIMIT ON NUMBER OF MEMBERS IN PRIVATE
COMPANIES
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50 200
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TAKING OF LOANS BY PRIVATE COMPANIES
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TAKING OF LOANS BY PRIVATE COMPANY
Loan taken from
Upto 31st March, 2014
After 31st March, 2014
Director
Director’s relatives
Shareholders(Strict procedure)
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DEPOSITS FROM MEMBERS/ SHAREHOLDERS
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Stringent Provisions
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LOAN FROM DIRECTORS
Out of Borrowed Funds
Out of
Own Funds
Not Allowe
d
Allowed
Wrong Declaration by Directors- Huge Penalties.1
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SECTION - 74REPAYMENT OF DEPOSITS
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FILING OF DOCUMENTS WITH ROC
Penalty for violationFor company –
Penalty minimum of
Rs. One crore and upto Rs. Ten crores
Officer in default – Seven
year jail and fine from Rs. 25 Lacs to Rs. Two
crores
By- 31st
March, 2015
BY :-30TH JUNE,
2014
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Loan from Other
CompaniesALLOWED
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Business deposits older than 365 days
Treated as Deposits.
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Q. What is the position of Share Application Money pending allotment more than 60 days, as on 31-03-2014?
Q. Are Advance received from a firm/HUF/Trust in which all partners director/ co-parceners / trustees considered deposits?
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If not alloted - Treated as Deposits.
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ANY QUERIES …..
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MANDATORY FILING OF BOARD RESOLUTION
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Board Resolutions
To invest the funds of
company
Approve the financial statement and board report
To take note of disclosure of directors
interest and shareholdingSection 184
To appoint internal auditor
To grant loans or give guarantee or provide security
To approve quarterly, half
yearly financial statement or
results
To borrow monies
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BORROWING NEEDS SHAREHOLDER’S APPROVAL
SECTION 180(1)(C)
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Borrowings > Paid up share capital +
Free Reserves
Special Resolution needs to be passed in the General Meeting
Borrowings does not includes CC Limit.
Now on Private
Companies
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MENTIONING CIN AND OTHER DETAILS!SECTION 12(3)(C)
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What to mention? Name Address of its registered
office Corporate Identity
Number (CIN) Telephone number Fax number E-mail and Website addresses
Where to mention? business letters, billheads, letter papers all its notices (including
E-Mail) and other official
publications
** Paint or affix its name, and the address of its registered office outside every office or place of its business.
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Consent to act as
director
Consent within 30 days of
appointment
Director shall file form DIR-12 with
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Now on Private
Companies
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APPOINTMENT OF DIRECTOR
RS.1,00,000/- SECURITYSECTION 160
Requirement of 14 days prior notice and Rs.1,00,000/- as security for appointment of Directors in General Meeting.
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Now on Private
Companies
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RESIGNATION OF DIRECTORS- SECTION 168
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Intimation by Company to Registrar –within 30 days – Form DIR – 12.
Intimation by Director to Registrar –within 30 days – Form DIR – 11.
Directors who have resigned shall be liable even after his resignation for the offences occurred during his tenure.
Stringent provisions. Detailed reasons
required to be given by the Directors
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APPOINTMENT OF WTD/ MD
SECTION- 196
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WTD
• Not more than 5 years.
AGE Limit
• 21 to 70 years
If above 70 Years?
Now on Private
Companies
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ORIGINAL DOCUMENTS TO BE KEPT TILL DISSOLUTION
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Original documents
filed with ROC
MOA and AOA
Particulars of Subscribers of memorandum
Declaration by professionals
Affidavit from subscribers and first directors that he has not committed any
offence
Particulars of First Directors
Particulars of interest of first directors in other
entities
Address for correspondence till registered office is
established
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INSPECTION OF STATEMENT OF PROFIT
AND LOSS
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Now on Private
Companies
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CORPORATE SOCIAL RESPONSIBILITYSECTION 135
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Applicability• Net
worth>Rs 500 crore.
• Turnover > Rs. 1,000 Crores
• Net Profit >Rs 5 crore.
CSR Committee• Atleast 2
directors
CSR Policy• specified
the schedule VII
Expenditure = 2
% average net profit
of immediately preceding 3
F.Y.
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REGISTRATION OF CHARGES
All Charge
s
To be registered with ROC
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CFO & CEO also liable for default.
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STRINGENT AND HEFTY PENALTIES
Under the Companies Act, 2013 strict penalties have been imposed on the Company and Officer who is in Default, in case of non-compliance of provisions as mentioned in the Act.
The amounts of penalties have been increased as compared to the previous provisions.
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PRIVATE COMPANY EQUIVALENT TO PUBLIC COMPANY
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Company L. L. P.
ONLY WAY FORWARD LLP
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Particulars Private Company
LLP
Structure Law regulated
underCompanies Act, 2013
LLP Act, 2008
Minimum Capital requirement
1 Lakh No such requirement
Requirement of filing of documents
at the time of Incorporation
Need of filing detailed document
No Such Requirements
Number of shareholders /
directors / partners
Minimum 2& maximum 200 ShareholdersMinimum 2 Directors
Minimum 2 partners.
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Particulars Private Company
LLP
RestrictionsTaking Loans
More stringent provisions
No such restrictions
Advances to others
Related party restrictions
Number of restrictions
No such restrictions
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Particulars Private Company
LLP
Additional Cost Dividend
Distribution Tax(on withdrawal of
money)
Tax @ 16.99% Not applicable
Deemed Dividend(advance to
shareholders)
Taxable in the hands of shareholders
Not applicable
Corporate Social Responsibility
Expenses to be incurred
Not applicable
Form filing fees Higher filing fees Lower filing fees
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Particulars Private Company
LLP
CompliancesCompliances Substantial level of
ComplianceLower Level of Compliance
Filing of Resolutions with ROC
Most of business decisions required
filing with ROC
No such mandatory requirement.
Meetings to be held Periodic meetings required
No such requirements
Minutes and statutory records
Detailed records No such detail records
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Particulars Private Company
LLP
PenaltiesPenalties Heavy
penalties Not stiff penalties
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ANY QUESTIONS …..
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