Companies Act
2013
R Sogani & Associates
By: CA BHARAT SONKHIYA
1
CA Bharat Sonkhiya| R Sogani & Associates
COMPANIES
ACT, 2013
COMPANIES
ACT,
1956
470 Sections
658 Sections
29
Chapters
2
7
Schedules
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
 P&L STATEMENT OPEN FOR INSPECTION
GENERAL PUBLIC
BY
 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
CA Bharat Sonkhiya| R Sogani & Associates
LIMIT ON NUMBER OF
MEMBERS IN PRIVATE
COMPANIES
50
6
200
CA Bharat Sonkhiya| R Sogani & Associates
7
CA Bharat Sonkhiya| R Sogani & Associates
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
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
Not
Allowed
Out of
Own Funds
Allowed
Wrong Declaration by Directors- Huge Penalties.
10
CA Bharat Sonkhiya| R Sogani & Associates
REPAYMENT OF DEPOSITS
By31st
March,
2015
FILING OF DOCUMENTS
WITH ROC
BY :30TH JUNE,
2014
SECTION - 74
For company –
Penalty minimum
of Rs. One crore
and upto Rs. Ten
crores
11
Penalty for
violation
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
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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
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.
17
CA Bharat Sonkhiya| R Sogani & Associates
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 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
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
APPOINTMENT OF DIRECTOR
RS.1,00,000/- SECURITY
SECTION 160

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Requirement of 14 days prior notice and
Rs.1,00,000/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
APPOINTMENT
WTD/ MD
SECTION- 196
OF
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
INSPECTION OF
STATEMENT OF PROFIT
AND LOSS
24
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
• specifie
d 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
29
LLP
CA Bharat Sonkhiya| R Sogani & Associates
Particulars
LLP
Private
Company
Structure
Law regulated under
Minimum Capital
requirement
Requirement of filing of
documents at the time of
Incorporation
Number of
shareholders /
directors / partners
30
Companies Act, 2013
LLP Act, 2008
1 Lakh
No such requirement
Need of filing detailed
document
No Such
Requirements
Minimum 2&
maximum 200
Shareholders
Minimum 2 Directors
Minimum 2 partners.
CA Bharat Sonkhiya| R Sogani & Associates
Particulars
LLP
Private
Company
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
LLP
Private
Company
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
LLP
Private
Company
Compliances
Compliances
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
33
CA Bharat Sonkhiya| R Sogani & Associates
Particulars
LLP
Private
Company
Penalties
Penalties
34
Heavy
penalties
Not stiff
penalties
CA Bharat Sonkhiya| R Sogani & Associates
ANY QUESTIONS …..
32
CA Bharat Sonkhiya| R Sogani & Associates
33
CA Bharat Sonkhiya| R Sogani & Associates