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O ne P erson C ompany

470 - Sections. 29 - Chapters. 95 - Definitions. 7 - Schedules. Single word – “FRAUD” used 136 times in the Act. O ne P erson C ompany. WHO CAN INCORPORATE? HOW MANY? NOMINEE MINOR PROHIBITED ACTIVITIES. CONVERSION - 3. FORMATION OF COMPANY. RESERVATION OF NAME.

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O ne P erson C ompany

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  1. 470 - Sections.29 - Chapters.95 - Definitions.7 - Schedules.Single word – “FRAUD” used 136 times in the Act.

  2. One Person Company

  3. WHO CAN INCORPORATE? HOW MANY? NOMINEEMINORPROHIBITED ACTIVITIES.CONVERSION - 3

  4. FORMATION OF COMPANY

  5. RESERVATION OF NAME • NAME APPLIED BY FURNISHING WRONG / INCORRECT INFORMATION. • CHANGE OF NAME.

  6. REGISTERED OFFICE • Have Registered Office. • . • Section 12(3).

  7. ADDITIONAL DOCUMENTS TO BE FILED FOR INCORPOATION

  8. CommencementOfBusiness

  9. DEPOSIT

  10. MEANING • GOVERNMENT • FOREIGN… • SBI • SCHEDULED BANK • PFI • INSURANCE COMPANY • COMPANY • SHARE APPLICATION/ADVANCE • DIRECTOR • SECURED PORTION OF BONDS/DEBENTURES • EMPLOYEES –SECURITY DEPOSIT • ADVANCE-BUSINESS • PROMOTERS-CONDITON-BANK

  11. DEPOSIT

  12. POSITION OF A PRIVATE COMPANY

  13. LOAN TO DIRECTORS

  14. LOAN TO DIRECTORS • Scope • Specified Person • Penalty – Company – 50,000  2,50,000 • Directoror the other person – 6 Months or 50,000  2,50,000 or both.

  15. RELATED PARTY TRANSACTION

  16. RELATED PARTY TRANSACTION • RELATED PARTY • KMP • NATURE OF RELATED PARTY TRANSACTION • APPROVAL • ????????????? • NOT APPLICABLE – ARM’S LENGTH TRANSACTION • REFER THE SAME IN BOARD’S REPORT + JUSTIFICATION FOR ENTERING • 25000 500000

  17. ACCOUNTS AND AUDIT

  18. FINANCIAL STATEMENT INCLUDES

  19. REPORTING ON FINANCIAL STATEMENTS • True and Fair View…..Comply with • Internal Auditor • Criteria for appointment

  20. APPOINTMENT • Appointment at First AGM. • Auditor to submit certificate to Company. • Filing by company on appointment.

  21. CASUAL VACANCY • RESIGNATION -------- ….. TO COMPLY. (50000  500000) • REMOVAL

  22. POWERS AND DUTIES REPORT ON FRAUD + PENALTY FOR NOT REPORTING 1Lac – 25Lac.

  23. PUNISHMENT FOR CONTRAVENTION • Company 25000  500000 • Officer 1 year or 10000  100000 or both • Auditor 25000  500000 • Knowingly / Willfully with an intention to deceive…. extend to 1 year AND fine 100000  2500000.

  24. NFRA • PURPOSE TO CONSTITUTE • FUNCTIONS • POWERS

  25. ATTEND

  26. BOARD OF DIRECTORS & ITS POWERS

  27. CONSTITUTION OF BOARD • NUMBER • WOMAN DIRECTOR (L OR100 OR 300) • ID – 2 (10 OR 100 OR 50) • EVERY COMPANY – 1 RI.

  28. IMPORTANT ASPECTS • DISQUALIFICATION – 2 added • 274(1)(g) replaced by 164 (2) • NUMBER OF DIRECTORSHIP • 1 MEETING IN YEAR TO ATTEND. • RESIGNATION (DETAILED REASON)

  29. MEETING OF BOARD AND POWERS • NUMBER OF BOARD MEETINGS. • OPC AND SMALL AND DORMANT COMPANY. • NOTICE - (25000 PENALTY). • QUORUM / DISINTERESTED QUORUM

  30. SECTION – 179 Powers of Board

  31. SECTION - 180

  32. ANNUAL RETURN

  33. PARTICULARS OF ANNUAL RETURN 01. NAME & REGISTERED OFFICE OF THE COMPANY. 02. DATE OR DUE DATE OF AGM. 03. NAME AND ADDRESS OF RTA. 04. PRINCIPAL BUSINESS ACTIVITIES. 05. PARTICULARS OF HOLDING / SUBSIDIARY / ASSOCIATE COMPANY. 06. AUTHORISED, ISSUED, SUBSCRIBED, PAID UP SHARE CAPITAL 07. SHARE PREMIUM ACCOUNT.

  34. PARTICULARS OF ANNUAL RETURN 08. TURNOVER AND NET-WORTH. 09. SHAREHOLDING PATTERN OF THE COMPANY.  10. INDEBTNESS OF THE COMPANY 11. DETAILS OF MEMBER. 12. DETAILS OF SHARE-TRANSFER SINCE LAST AGM. 13. PROMOTERS / DIRECTORS / KMP – CHANGES THEREIN. 14. DETAILS OF AGM 15. DETAILS OF BM

  35. PARTICULARS OF ANNUAL RETURN 16. ATTENDANCE OF DIRECTORS 17. REMEUNERATION OF DIRECTORS & KMP. 18. DETAILS OF PENALTIES / PUNISHMENT / COMPOUNDING 19. CERTIFICATE OF COMPLIANCE 20. DISCLOSURE OF SECTION

  36. General Circular No. 10/2014 dated 07.05.2014 on Certification. • “Where any instance of filing of documents, application or return or petition etc. containing false or misleading information or omission of material fact or incomplete  information is observed,the Regional Director or the Registrar as the case may be, shall conduct a quick inquiry against the professionals who certified the form and signatory thereof including an officer in default who appears prima facie responsible for submitting false or misleading or incorrect information pursuant to requirement of above said Rules; 15 days notice may be given for the purpose.

  37. The Regional Director or the Registrar will submit his/her report in respect of the inquiry initiated, irrespective of the outcome, to the E-Governance cell of the Ministry within 15 days of the expiry of period given for submission of an explanation with recommendation in initiating action u/s 447 and.448 of the Companies Act, 2013 wherever applicable and also regarding referral of the matter to the concemed professional Institute for initiating disciplinary proceedings.

  38. The E-Gov cell of the Ministry shall process each case so referred and issue necessary instructions to the Regional Director/ Registrar of Complies for initiating action u/s 448 and 449 of the Act wherever prima facie cases have been made out. The E-Gov cell will thereafter refer such cases to the concerned Institute for conducting disciplinary proceedings against the errant member as well as debarthe concerned professional from filing any document on the MCA portal in future.”

  39. 01. APPLICABILITY. 02. CONSTITUTION. 03. FUNCTIONS (SCH. VII) 04. CONTRIBUTION. 05. NET – PROFIT. 06. UNDERTAKING CSR ACTIVITIES. 07. IF CEASED TO COVER UNDER CITERIA.

  40. ALLOTMENT OF SECURITIES PRIVATE COMPANY PUBLIC COMPANY

  41. CONDITIONS FOR PRIVATE PLACEMENT 01. OFFER (PAS – 4). 02. APPROVAL (S.R). 03. 20,000/- 04. SEPRATE BANK ACCOUNT. 05. KEEP RECORD (PAS – 5). 06. FILE WITH (ROC). 07. ALLOTMENT. 08. RETURN OF ALLOTMENT (PAS – 3).

  42. CONDITIONS FOR RIGHTS ISSUE 01. LETTER OF OFFER TO SHARE HOLDERS. 02. RIGHT TO RENOUNCE. 03. POWER OF BOARD TO DISPOSE

  43. FCS BHAIRAV SHUKLAbhairavhs@gmail.com+91 9825405078

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