Companies Act 2013 Important changes R Sogani Associates

Companies Act 2013 Important changes R Sogani & Associates By: CA BHARAT SONKHIYA 1 CA Bharat Sonkhiya| R Sogani & Associates

COMPANIES ACT, 2013 470 Sections 29 Chapters 2 7 Schedules COMPANIES ACT, 1956 658 Sections 18 Chapters 15 Schedules CA Bharat Sonkhiya| R Sogani & Associates

Now it has become a proactive law with inclusion and emphasis on more and more stringent clauses. 3 CA Bharat Sonkhiya| R Sogani & Associates

Transparency Investor Protection Key HIGHLIGHTS Compliance 4 CSR Corporate Governance CA Bharat Sonkhiya| R Sogani & Associates

MAJOR CHANGES ü P&L STATEMENT OPEN FOR INSPECTION BY GENERAL PUBLIC ü FILING OF SOME MORE BOARD RESOLUTIONS ü STIFF PENALTIES ü RESTRICTION ON INTER CORPORATE LOAN AND GUARANTEE ü CIN ON OFFICIAL DOCUMENTS ü RESTRICTIONS ON ACCEPTANCE OF DEPOSITS ü E-VOTING AND VIDEO CONFERENCING 5 CA Bharat Sonkhiya| R Sogani & Associates

LIMIT ON NUMBER OF MEMBERS IN PRIVATE COMPANIES 50 6 200 CA Bharat Sonkhiya| R Sogani & Associates

TAKING OF LOANS BY PRIVATE COMPANIES 7 CA Bharat Sonkhiya| R Sogani & Associates

TAKING OF LOANS BY PRIVATECOMPANY Loan taken from Upto 31 st March, 2014 After 31 st March, 2014 Director’s relatives Shareholders (Strict procedure) 8 CA Bharat Sonkhiya| R Sogani & Associates

DEPOSITS FROM MEMBERS/ SHAREHOLDERS Stringent Provisions 9 CA Bharat Sonkhiya| R Sogani & Associates

LOAN FROM DIRECTORS Out of Borrowed Funds Own Funds Not Allowed Wrong Declaration by Directors- Huge Penalties. 10 CA Bharat Sonkhiya| R Sogani & Associates

SECTION - 74 REPAYMENT OF DEPOSITS FILING OF DOCUMENTS WITH ROC For company – Penalty minimum of Rs. One crore and upto Rs. Ten crores 11 Penalty for violation By 31 st March, 2015 BY : 30 TH JUNE, 2014 Officer in default – Seven year jail and fine from Rs. 25 Lacs to Rs. Two crores CA Bharat Sonkhiya| R Sogani & Associates

Loan from Other Companies 12 ALLOWED CA Bharat Sonkhiya| R Sogani & Associates

Business deposits older than 365 days Treated as Deposits. 13 CA Bharat Sonkhiya| R Sogani & Associates

Share Application Money Allotment Within 60 days. If not alloted - Treated as Deposits. 14 CA Bharat Sonkhiya| R Sogani & Associates

ANY QUERIES …. . 15 CA Bharat Sonkhiya| R Sogani & Associates

MANDATORY FILING OF BOARD RESOLUTION To borrow monies To approve quarterly, half yearly financial statement or results To grant loans or give guarantee or provide security 16 To invest the funds of company Board Resolutions Approve the financial statement and board report To take note of disclosure of directors interest and shareholding Section 184 To appoint internal auditor CA Bharat Sonkhiya| R Sogani & Associates

on w No vate s Pri anie mp o C BORROWING NEEDS SHAREHOLDER’S APPROVAL SECTION 180(1)(C) q Borrowings > Paid up share capital + Free Reserves q Special Resolution needs to be passed in the General Meeting q Borrowings does not includes CC Limit. 17 CA Bharat Sonkhiya| R Sogani & Associates

MENTIONING CIN AND OTHER DETAILS! SECTION 12(3)(C) What to mention? ü Name ü Address of its registered office ü Corporate Identity Number (CIN) ü Telephone number Fax number E-mail and ü Website addresses ü ü ü ü ü Where to mention? business letters, billheads, letter papers all its notices (including EMail) 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 CA Bharat Sonkhiya| R Sogani & Associates

on w No vate s Pri anie mp o C Consent to act as director Consent within 30 days of appointment 19 Director shall file form DIR 12 with ROC CA Bharat Sonkhiya| R Sogani & Associates

on w No vate s Pri anie mp o C 20 APPOINTMENT OF DIRECTOR RS. 1, 000/- SECURITY SECTION 160 Requirement of 14 days prior notice and Rs. 1, 000/as security for appointment of Directors in General Meeting. CA Bharat Sonkhiya| R Sogani & Associates

RESIGNATION OF DIRECTORSSECTION 168 Stringent provisions. Detailed reasons required to be given by the Directors 21 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. CA Bharat Sonkhiya| R Sogani & Associates

on w No vate s Pri anie mp o C APPOINTMENT OF WTD/ MD SECTION- 196 WTD 22 • Not more than 5 years. AGE Limit • 21 to 70 years If above 70 Years? • Special Resolution • Reasons CA Bharat Sonkhiya| R Sogani & Associates

ORIGINAL DOCUMENTS TO BE KEPT TILL DISSOLUTION Address for correspondence till registered office is established Particulars of interest of first directors in other entities Particulars of First Directors 23 MOA and AOA Original documents filed with ROC Particulars of Subscribers of memorandum Declaration by professionals Affidavit from subscribers and first directors that he has not committed any offence CA Bharat Sonkhiya| R Sogani & Associates

on w No vate s Pri anie mp o C 24 INSPECTION OF STATEMENT OF PROFIT AND LOSS CA Bharat Sonkhiya| R Sogani & Associates

CORPORATE SOCIAL RESPONSIBILITY SECTION 135 Applicability • Net worth>Rs 500 crore. • Turnover > Rs. 1, 000 Crores • Net Profit >Rs 5 crore. 25 CSR Committee • Atleast 2 directors CSR Policy • specified the schedule VII Expenditure = 2 % average net profit of immediately preceding 3 F. Y. CA Bharat Sonkhiya| R Sogani & Associates

REGISTRATION OF CHARGES All Charges 26 To be registered with ROC CA Bharat Sonkhiya| R Sogani & Associates

CFO & CEO also liable for default. 27 CA Bharat Sonkhiya| R Sogani & Associates

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 noncompliance of provisions as mentioned in the Act. The amounts of penalties have been increased as compared to the previous provisions. 28 CA Bharat Sonkhiya| R Sogani & Associates

Company L. L. P. PRIVATE COMPANY EQUIVALENT TO PUBLIC COMPANY ONLY WAY FORWARD LLP 29 CA Bharat Sonkhiya| R Sogani & Associates

Particulars Private Company LLP Structure Law regulated under Minimum Capital requirement Companies Act, 2013 LLP Act, 2008 1 Lakh No such requirement Requirement of filing of Need of filing detailed documents at the time of document Incorporation No Such Requirements Number of Minimum 2& maximum Minimum 2 partners. shareholders / directors 200 Shareholders / partners Minimum 2 Directors 30 CA Bharat Sonkhiya| R Sogani & Associates

Particulars Private Company LLP Restrictions Taking Loans More stringent provisions No such restrictions Number of restrictions No such restrictions Advances to others Related party restrictions 31 CA Bharat Sonkhiya| R Sogani & Associates

Particulars Private Company LLP Additional Cost Dividend Distribution Tax (on withdrawal of money) 32 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 CA Bharat Sonkhiya| R Sogani & Associates

Particulars Private Company LLP Compliances 33 Substantial level of Compliance Lower 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 CA Bharat Sonkhiya| R Sogani & Associates

Particulars Private Company LLP Penalties 34 Heavy penalties Not stiff penalties CA Bharat Sonkhiya| R Sogani & Associates

ANY QUESTIONS …. . 32 CA Bharat Sonkhiya| R Sogani & Associates

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