48

470 - Sections. 29 - Chapters. 95 - Definitions. 7 - Schedules. Single word – “FRAUD” used 136 times in the Act

Embed Size (px)

Citation preview

  • Slide 1

Slide 2 470 - Sections. 29 - Chapters. 95 - Definitions. 7 - Schedules. Single word FRAUD used 136 times in the Act. Slide 3 O ne P erson C ompany Slide 4 WHO CAN INCORPORATE? HOW MANY? NOMINEE MINOR PROHIBITED ACTIVITIES. CONVERSION - 3 Slide 5 FORMATION OF COMPANY Slide 6 RESERVATION OF NAME NAME APPLIED BY FURNISHING WRONG / INCORRECT INFORMATION. CHANGE OF NAME. Slide 7 REGISTERED OFFICE Have Registered Office.. Section 12(3). Slide 8 ADDITIONAL DOCUMENTS TO BE FILED FOR INCORPOATION Slide 9 C ommencement O f B usiness Slide 10 DEPOSIT Slide 11 MEANING GOVERNMENT FOREIGN SBI SCHEDULED BANK PFI INSURANCE COMPANY COMPANY SHARE APPLICATION/ADVANCE DIRECTOR SECURED PORTION OF BONDS/DEBENTURES EMPLOYEES SECURITY DEPOSIT ADVANCE-BUSINESS PROMOTERS-CONDITON-BANK Slide 12 DEPOSIT Eligible Co. Public & Member Other Co. Only Member Slide 13 Slide 14 Slide 15 POSITION OF A PRIVATE COMPANY Slide 16 LOAN TO DIRECTORS Slide 17 S cope S pecified P erson P enalty Company 50,000 2,50,000 D irector or the other person 6 Months or 50,000 2,50,000 or both. Slide 18 RELATED PARTY TRANSACTION Slide 19 RELATED PARTY KMP NATURE OF RELATED PARTY TRANSACTION APPROVAL ????????????? NOT APPLICABLE ARMS LENGTH TRANSACTION REFER THE SAME IN BOARDS REPORT + JUSTIFICATION FOR ENTERING 25000 500000 Slide 20 ACCOUNTS AND AUDIT Slide 21 FINANCIAL STATEMENT INCLUDES Slide 22 REPORTING ON FINANCIAL STATEMENTS True and Fair View..Comply with Internal Auditor Criteria for appointment Slide 23 APPOINTMENT Appointment at First AGM. Auditor to submit certificate to Company. Filing by company on appointment. Slide 24 CASUAL VACANCY RESIGNATION -------- .. TO COMPLY. (50000 500000) REMOVAL Slide 25 POWERS AND DUTIES REPORT ON FRAUD + PENALTY FOR NOT REPORTING 1Lac 25Lac. Slide 26 PUNISHMENT FOR CONTRAVENTION Company 25000 500000 Officer 1 year or 10000 100000 or both Auditor 25000 500000 Knowingly / Willfully with an intention to deceive. extend to 1 year AND fine 100000 2500000. Slide 27 NFRA PURPOSE TO CONSTITUTE FUNCTIONS POWERS Slide 28 ATTEND Slide 29 BOARD OF DIRECTORS & ITS POWERS Slide 30 CONSTITUTION OF BOARD NUMBER WOMAN DIRECTOR (L OR100 OR 300) ID 2 (10 OR 100 OR 50) EVERY COMPANY 1 RI. Slide 31 IMPORTANT ASPECTS DISQUALIFICATION 2 added 274(1)(g) replaced by 164 (2) NUMBER OF DIRECTORSHIP 1 MEETING IN YEAR TO ATTEND. RESIGNATION (DETAILED REASON) Slide 32 MEETING OF BOARD AND POWERS NUMBER OF BOARD MEETINGS. OPC AND SMALL AND DORMANT COMPANY. NOTICE - (25000 PENALTY). QUORUM / DISINTERESTED QUORUM Slide 33 SECTION 179 Powers of Board Slide 34 SECTION - 180 Slide 35 ANNUAL RETURN Slide 36 PARTICULARS OF ANNUAL RETURN 01. NAME & REGISTERED OFFICE OF THE COMPANY. 02. DATE OR DUE DATE OF AGM. 03. NAME AND ADDRESS OF RTA. 04. PRINCIPAL BUSINESS ACTIVITIES. 05. PARTICULARS OF HOLDING / SUBSIDIARY / ASSOCIATE COMPANY. 06. AUTHORISED, ISSUED, SUBSCRIBED, PAID UP SHARE CAPITAL 07. SHARE PREMIUM ACCOUNT. Slide 37 Slide 38 PARTICULARS OF ANNUAL RETURN 08. TURNOVER AND NET-WORTH. 09. SHAREHOLDING PATTERN OF THE COMPANY. 10. INDEBTNESS OF THE COMPANY 11. DETAILS OF MEMBER. 12. DETAILS OF SHARE-TRANSFER SINCE LAST AGM. 13. PROMOTERS / DIRECTORS / KMP CHANGES THEREIN. 14. DETAILS OF AGM 15. DETAILS OF BM Slide 39 PARTICULARS OF ANNUAL RETURN 16. ATTENDANCE OF DIRECTORS 17. REMEUNERATION OF DIRECTORS & KMP. 18. DETAILS OF PENALTIES / PUNISHMENT / COMPOUNDING 19. CERTIFICATE OF COMPLIANCE 20. DISCLOSURE OF SECTION Slide 40 General Circular No. 10/2014 dated 07.05.2014 on Certification. Where any instance of filing of documents, application or return or petition etc. containing false or misleading information or omission of material fact or incomplete information is observed, the Regional Director or the Registrar as the case may be, shall conduct a quick inquiry against the professionals who certified the form and signatory thereof including an officer in default who appears prima facie responsible for submitting false or misleading or incorrect information pursuant to requirement of above said Rules; 15 days notice may be given for the purpose. Slide 41 The Regional Director or the Registrar will submit his/her report in respect of the inquiry initiated, irrespective of the outcome, to the E-Governance cell of the Ministry within 15 days of the expiry of period given for submission of an explanation with recommendation in initiating action u/s 447 and.448 of the Companies Act, 2013 wherever applicable and also regarding referral of the matter to the concemed professional Institute for initiating disciplinary proceedings. Slide 42 The E-Gov cell of the Ministry shall process each case so referred and issue necessary instructions to the Regional Director/ Registrar of Complies for initiating action u/s 448 and 449 of the Act wherever prima facie cases have been made out. The E-Gov cell will thereafter refer such cases to the concerned Institute for conducting disciplinary proceedings against the errant member as well as debar the concerned professional from filing any document on the MCA portal in future. Slide 43 Slide 44 01. APPLICABILITY. 02. CONSTITUTION. 03. FUNCTIONS (SCH. VII) 04. CONTRIBUTION. 05. NET PROFIT. 06. UNDERTAKING CSR ACTIVITIES. 07. IF CEASED TO COVER UNDER CITERIA. Slide 45 PRIVATE COMPANY PUBLIC COMPANY ALLOTMENT OF SECURITIES Slide 46 CONDITIONS FOR PRIVATE PLACEMENT 01. OFFER (PAS 4). 02. APPROVAL (S.R). 03. 20,000/- 04. SEPRATE BANK ACCOUNT. 05. KEEP RECORD (PAS 5). 06. FILE WITH (ROC). 07. ALLOTMENT. 08. RETURN OF ALLOTMENT (PAS 3). Slide 47 CONDITIONS FOR RIGHTS ISSUE 01. LETTER OF OFFER TO SHARE HOLDERS. 02. RIGHT TO RENOUNCE. 03. POWER OF BOARD TO DISPOSE Slide 48 FCS BHAIRAV SHUKLA [email protected] +91 9825405078 [email protected]