Important changes

CA Bharat Sonkhiya| R Sogani & Associates

Important changes

Companies Act 2013

R Sogani & AssociatesBy: CA BHARAT SONKHIYA

1

COMPANIES ACT, 2013


470 Sections

29 Chapters

7

Schedules

470 Sections

29 Chapters

7

Schedules

COMPANIES ACT, 1956

2

Now it has become a

proactive law with inclusion

and emphasis on more and

more stringent clauses.

CA Bharat Sonkhiya| R Sogani & Associates3

Key HIGHLIGHTS

Transparency

CSR Corporat

e Governance

Complian

ce

Investor

Protection



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

5

LIMIT ON NUMBER OF MEMBERS IN PRIVATE

COMPANIES


50 200

6


TAKING OF LOANS BY PRIVATE COMPANIES

7


TAKING OF LOANS BY PRIVATE COMPANY

Loan taken from

Upto 31st March, 2014

After 31st March, 2014

Director

Director’s relatives

Shareholders(Strict procedure)

8

DEPOSITS FROM MEMBERS/ SHAREHOLDERS


Stringent Provisions

9


LOAN FROM DIRECTORS

Out of Borrowed Funds

Out of

Own Funds

Not Allowe

d

Allowed

Wrong Declaration by Directors- Huge Penalties.1

0

SECTION - 74REPAYMENT OF DEPOSITS


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

11


Loan from Other

CompaniesALLOWED

12


Business deposits older than 365 days

Treated as Deposits.

13

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?


If not alloted - Treated as Deposits.

14

ANY QUERIES …..


MANDATORY FILING OF BOARD RESOLUTION


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

16

BORROWING NEEDS SHAREHOLDER’S APPROVAL

SECTION 180(1)(C)


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

17

MENTIONING CIN AND OTHER DETAILS!SECTION 12(3)(C)


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.

18

Consent to act as

director

Consent within 30 days of

appointment

Director shall file form DIR-12 with

ROCCA Bharat Sonkhiya| R Sogani & Associates

Now on Private

Companies

19

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.


Now on Private

Companies

20

RESIGNATION OF DIRECTORS- SECTION 168


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

21

APPOINTMENT OF WTD/ MD

SECTION- 196


WTD

• Not more than 5 years.

AGE Limit

• 21 to 70 years

If above 70 Years?

Now on Private

Companies

22

ORIGINAL DOCUMENTS TO BE KEPT TILL DISSOLUTION


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

23

INSPECTION OF STATEMENT OF PROFIT

AND LOSS


Now on Private

Companies

24

CORPORATE SOCIAL RESPONSIBILITYSECTION 135


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.

25


REGISTRATION OF CHARGES

All Charge

s

To be registered with ROC

26


CFO & CEO also liable for default.

27

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.


PRIVATE COMPANY EQUIVALENT TO PUBLIC COMPANY


Company L. L. P.

ONLY WAY FORWARD LLP

29


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.

30



LLP

RestrictionsTaking Loans

More stringent provisions

No such restrictions

Advances to others

Related party restrictions

Number of restrictions

No such restrictions

31



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

32



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

33



LLP

PenaltiesPenalties Heavy

penalties Not stiff penalties

34

ANY QUESTIONS …..



Documents

Important changes