COMPANIES ACT, 2013

COMPANIES ACT,2013 MANAGEMENT & ADMINISTRATION GOVERNANCE

A paradigm shift for Corporate

Definition Governance

Prominent Influencers Roles of director Restrictions for Directors

Re-enacting the law Strengthening Board Framework Loan to Directors

Entities Structure Number of Directors Related Party Transaction

Categorization of rules Number of Directorships Fraud

Novelties Appoint & Removal of Directors Class Action Suits

What's in & out Independent Dircetor Transparency & Disclosures

  Decision making by Director Corporate Social Responsibility

  Meetings and Related Matter Role & Responsibility of CA

  Committees of Board  

  Duties of Director  

INDEX

The Companies Act, 1956

The Companies Act, 2013

A PARADIGM SHIFT FOR THE CORPORATE

Facts about the Act

New 33 Definitions

470 Sections 29 Chapters

7 Schedules

Substantial Part of the Act in form of Rules

COMPANIES ACT, 2013

Contemporary

Easy Understandability

Preventive

Adaptable Investor Protective

Self Regulatory

Business Oriented

COMPANIES ACT, 2013

The Influencers

IPO Scam

Stock Market Scam

Satyam

SaharaPradeep Overseas

Sesa Sterlite

Peerless

PROMINENT INFLUENCERS TO THE NEW COMPANY LAW

Bringing Flexibility & Adoption of

Internationally Accepted Practices

Self Regulation with more disclosures

Stringent Punishment for violation

Efficient enforcement of law

Healthy Growth of India Inc.

Effective protection for different sections of

Society

RE-ENACTING THE NEW COMPANIES LAW

Entity Structure Recognized under the law

Access to Capital

Listed

Unlisted

Members

OPC

Private company

Public company

Control

Holding Company

Subsidiary Company

Associate Company

Liability

Limited

Shares

Guarantee

Unlimited

Others

Nidhi Company

Producer Company

Foreign Company

Size

Small Company

Activity

Dormant Company

Government Company

VARIOUS ENTITIES UNDER THE ACT

CATEGORIZATION OF RULES

S. No Prescription of With respect to

1. Manner/Form of documents Return of Allotment Instrument of Transfer statements Appeal Secretarial Audit Report Disclosures Quarterly Reports Declarations Charge Documents Resignation Registers Reports Takeover Offer Statement Annual Report CSR Policy particulars Notices Intimation Applications License to Company Verification of Declaration Documents of Company Statement by Board Auditor’s Report

S. No Prescription of With respect to

2 Time limit for various processes Filings

Various processes

3 Manner of Administration Funds

4 Conditions to be complied

Issue

Appointment of auditor

Entering into contract

Various other things

5 Details in Special Resolution  

6 Fees

Obtaining copies

Requests

AGM report

Appeals

DIN

Sitting fees

Application

Revised Authorized Capital

Inspections

CATEGORIZATION OF RULES

S. No Prescription of With respect to

7. Composition NFRA

Other committees, bodies

8. Class of Companies Processes

Committees

Various other things

9. Appointment of people NFRA

ID

Experts for SFIO

Valuer

Members to mediation &

conciliation panel

10. Procedure of Issue

11. Limits Number of companies

Managerial remuneration

Class action

Number of directors

CATEGORIZATION OF RULES

New Concepts

• Introduction of One Person Company

• Stipulation of Woman Director

• Provision of Class Action suits

• Introduction of Registered Valuer

• Fast Track Merger for Holding & Subsidiary Companies

• Cross Border Merger

• Further Use of electronic mode: Maintenance of Documents, Records, Registers,

Books of Accounts, etc. in e-Form

• Meeting through Video Conferencing

•Summary Procedure for Winding up of Company

• Conciliation panel & special courts

•Corporate Social Responsibility

NOVELTIES

WHAT’S IN & OUT

IN• Key managerial personnel• Resident Director• Auditor Rotation• Dormant company• NFRA• Vigil mechanism• SFIO• Definition of Subsidiary• Secretarial Audit• Recasting of Account• Private Placement

OUT• Sole selling agents • Commencement certificate• Statutory meetings• Convert share into stock• Qualification shares• Treasury stocks

NUMBER OF DIRECTORS