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Salient features of Companies Act ,2013

Salient features of Companies Act ,2013. STRUCTURE OF COMPANIES ACT,2013 : 658 SECTIONS OF 1956 ACT Vs 470 sections 7 schedules ( 15 schedules in 1956 Act) 29 chapters Rule based act therefore not Complete code 348 SECTIONS ,WHREIN RULES TO BE FRAMED SEPERATELY

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Salient features of Companies Act ,2013

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  1. Salient features of Companies Act ,2013 • STRUCTURE OF COMPANIES ACT,2013: • 658 SECTIONS OF 1956 ACT Vs 470 sections • 7 schedules ( 15 schedules in 1956 Act) • 29 chapters • Rule based act therefore not Complete code • 348 SECTIONS ,WHREIN RULES TO BE FRAMED SEPERATELY • 98 SECTIONS SO FAR NOTIFIED AND OPERATIONAL • 4 PHASES OF DRAFT RULES FRAMED P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  2. Salient features of Companies Act ,2013 • ONE PERSON COMPANY • ENTRECHMENT PROVISIONS IN ARTICLES • CHANGE OF NAME • ALTERATION OF OBJECT CLAUSE • SECTION 8 COMPANIES AMALGAMATION • PRIVATE PLACEMENT • CLASS ACTION • DISGORGEMENT PROVISIONS • TRANSFER OF COMPANIES HAVING NO SHARECAPITAL • LISTING OF COMPANY BEFORE MAKING PUBLIC OFFER • RETURN OF CHANGES IN PROMOTER’S AND TOP 10 SHAREHOLDERS STAKE P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  3. Salient features of Companies Act ,2013 • RIGHT OF CHARGE HOLDERS • NOTICE OF GENERAL MEETING IN ELECTRONICS MODE • ELECTRONICS VOTING • MINUTES OF POSTAL BALLOT • EXPLANATORY STATEMENT TO GENERAL MEETING NOTICE • QUORAM • PROXIES • CONSOLODITED FINANCIAL STATEMENTS • SUBSIDIARY’S ACCOUNTS ON WEB SITE • REOPENING OF ACCOUNTS BY COURT’S ORDER/ MANAGEMENT • CORPORATE SOCIAL RESPONSIBILITIES P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  4. Salient features of Companies Act ,2013 • MANDATORY INTERNAL AUDIT • COMPULSORY ROTATION OF AUDITORS • AUDITOR’S OBLIGATION ON HIS RESIGNATION • TRIBUNAL’S POWER TO REMOVE AUDITORS • AUDITING STANDARDS • FRAUD DETECTION AND CA/CS/CWA ‘S DUTIES • PROHIBITION ON NON AUDIT SERVICES BY AUDITOR • AUDITOR’S PRESENCE IN AGM P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  5. Salient features of Companies Act ,2013 • MANDATORY RESIDENT DIRECTOR • WOMEN DIRECTOR • INDEPENDENT DIRECTOR • REGIGNATION OF DIRECTOR • PARTICIPATION IN BOARD MEETING THRU VIDEO CONFERCING • BOARD MEETING AND MINIMUM ONE INDEPENDENT DIRECTOR’S PRESENCE • FREQUENCY OF BOARD MEETING IN OPC(>1 PERSON DIRECTOR)/DORMANT COMPANY/SMALL CO P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  6. Salient features of Companies Act ,2013 • LAYERS OF SUBSIDIRES IN INVESTMENT COMPANIES • STATUTORY RECOGNITION TO SERIOUS FRAUD INVESTIGATION OFFICE • AMALGAMTION PROCEDURE SIMPLIFIED • CROSS BORDER MEGER OF Ico WITH Fco • SQUEEZE OUT PROVISIONS • REGISTERED VALUER • APPLICATION BY COMPANY FOR REMOVAL OF NAME • SUMMARY PROCEDURE FOR LIQUIDATION OF CO < 1 CRORE BOOK VALUE • SPECIAL TRIAL COURT U/S 435 • COMPUNDING OF OFFENCE –GOV Vs COURT POWER P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  7. Salient features of Companies Act ,2013 • DEFINITION OF FRAUD-U/S 447 • ARM’S LENGTH CONCEPT • NFRA FORMATION • NCLT FORMATION • STAKEHODERS RELATIONSHIP COMMITTEE • DEFINITION OF PROMOTER • NON CASH TRANSACTION WITH DIRECTORS-PRIOR APPROVAL OF GENERAL MEETING P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  8. Salient features of Companies Act ,2013 PROVISIONS( ERSTWHILE ACT 1956) DROPPED UNDER COMPANIES ACT,2013: • CERTIFICATE OF INCORPARATION CONCLUSIVE EVIDENCE OF COMPLIANCE • CERTIFICATE OF COMMENCEMENT • STATEMENT IN LIEU OF PROSPECTUS • DEEMED SERVICE BY POST -48 HRS • DEDUCTION OF SHARE CAPITAL ..AND REDUCED • STATUTORY MEETING • CENTRAL GOVT POWER TO REMOVE DISQUALIFICATION OF MORAL TURPITUDE • SHARE QUALIFIACTION P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  9. Salient features of Companies Act ,2013 • RESTRICTION ON TAX FREE REMUNERATION TO OFICERS AND EMPLOYEES • COMPLINACE CERTIFICATE FROM CS –NOT REQUIRED WHOLE TIME DIRCTOR • REPORT FROM ROC AND OL UNDER ARRANGEMENT /REORGANISATION SCHEME-394 P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  10. Salient features of Companies Act ,2013 PROVISIONS( ERSTWHILE ACT 1956) MODIFIED UNDER COMPANIES ACT,2013: • ISSUE OF SHARES AT DISCOUNT-PROHIBITED • ISSUE OF BONUS SHARES OUT OF REVALUATION RESERVE • DEBENTURE STRUSTEE >500 PERSON • REGISTRATION OF CHARGE-EVERY CHARGE • PROVISIONS RELATED TO RESOLUTION BY CIRCULATION-NOTING IN SUBSEQUENT MEETING • PRIVATE CO- 200 MEMBERS • DEPRECIATION P K MODI & CO ELLISBRIDGE STUDY CIRCLE

  11. Salient features of Companies Act ,2013 P K MODI & CO CHARTERED ACCOUNTANTS A -411 SAFAL PEGASUS, PRAHALAD NAGAR, SATELLITE, AHMEDABAD-380051 Telephone : +91 79 40065204 Email: support@pkmodi.com Web site: www.pkmodi.com P K MODI & CO ELLISBRIDGE STUDY CIRCLE

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