Various Compliances by a Company under Companies Act, 2013 |
S.No
|
Compliances
|
Action to be Performed
|
1
|
Alteration
of
Memorandum
(MOA)
and Articles of
Association (AOA)
|
To amend the existing
MOA and AOA to incorporate the provisions of the
new Companies Act.
|
2
|
Printing of new
Stationary
of
the
Company
|
Disclosure of
the
following
on
the
Letterhead bills on other official communication such
as name including
pervious name for
up to 2 years. Registered Address, Corporate Identity Number (CIN),
and Telephone No., Fax
No. website address, email address if any (In case the Letterhead
already
printed
please affix a rubber
stamp to comply with
additional
disclosure)
|
3
|
Resident Director
|
At least one of the directors who is resident in India on the
Board of every company
|
4
|
Disqualification of
directors
|
Every director shall inform to the company concerned about is disqualification under
sub section (2) of section 164, if any
in form DIR-3 before his
appointed
or
re-
appointed.(Similar
to disqualification under section
274(1)(g)of
the Old Act.
· In addition
to
the
disqualification provided
under
section 274
of
the
Old Act following new
section has been provided. A person convicted
of any offence and sentenced in respect thereof to imprisonment for period
extending up
to seven year or more.
|
· A
person convicted
of
the offence dealing with related party
transactions at any time during the last preceding five
years
· a person who has not been allotted
DIN
Whenever
a company
fails to file the financial statements
or annual return
or
fails to repay
any deposit interest, dividend
or fails to redeem its debentures as the
company shall immediately
file the details of
all directors in prescribe form (Form –DIR-
9) to the ROC furnishing therein the names
and address of all directors of the
company during the
relevant financial years.
When a company fails to file such details
within a period
of thirty or the failure that would be treated as the disqualification and
officers of the Company shall be treated
as the officer in default.
Any application for
removal and
disqualification of
director shall be made prescribe form (FORM DIN-
10)
|
|
Disclosure by
a
Director of
his interest
|
New act provides duties of directors under
the Act and Rules.
The company should
take
the
note
of
the
same in ensuing board meeting preferably in
first quarter of 2014)
|
Board meeting
(to take note
for all ensuring Board meeting)
|
New act allows participation of Directors
in
Board Meeting through video conferencing
and through other audio visual means by
complying the
prescribed procedure:-
· At least 7 days notice to be giving
for
Board Meeting
· Notice of
Board Meeting may
be given in
electronic mode
· Not
more than 120 days shall be intervene between 2 consecutive board meeting
|
· Participation through video conferencing or other video shall be counted for
quorum
· The rules provide
certain matters which cannot be
dealt with
in meeting through video conferencing or
other audio visual means
· At last one meeting in a period of 12
months has to be physically attended by
every director
· Director
will vacate the office
if he is absent from all the meetings
of the board during 12
months with or without leave of
absence (attending
one Board Meeting in a period 12
months is must)
|
|
Resolution by
Circulation
|
Under the
new Act resolution by circulation has to be
approved if it is consented by
majority of directors in contrast to corresponding provision
of
the
old
act which required consent of all
directors present in
India or majority of them
Ratification of
circular resolution shall be noted at a subsequent board meeting and
shall be made part of the minutes of such
Board meeting
Where more than
3 of the total director of the
company requires resolution to
be passed at
a Board Meeting the same
shall not be passed by circulation
|
Power of Board
|
New powers are added in the list of powers which can be exercised by the Board only by
passing a resolution at Board Meeting.
The company should
take the note of the same
in the ensuring Board Meeting(preferably in first quarter of
2014)
Now certain board resolution are also required
to be filed with
the ROC in form
MGT-14 within 30 days
|
Loans to directors
|
Now also applicable
to Private Companies
|
Total prohibition
on prescribes transactions
Imprisonment could not be avoided by fully repaying the
loan
|
||
10
|
Loans and investments by company
|
A company
shall not investment through not
more than 2 layers of
investment company
Giving any loan
or guarantee or
providing any
security or the acquisition by
company exceeds 60% or paid up share capital,
free reserves
and share premium account or
100% of free reserves and
share premium account whichever is more
requires prior
approval of
the
company by
Special
Resolution
Now, Loans and
investment by
holding Company to/ in its wholly owned subsidiary
is not exempted.
|
11
|
Related party
transactions
|
Companies
need to
evaluate the related
party transactions and
have to take
necessary approval
prescribed under the act
Requirement of obtaining Central Government
approval has been withdrawn but more compliances has been introduced
in the Act as well through the
Rules
|
13
|
Preparation of
statutory registers
|
The companies has to maintain
all the statutory registers as per
the
new prescribed
format
under the new
Act and
Rules
|
14
|
Appointment of Auditors
|
Appointment of Auditor
for 5 year of
tenure subject to ratification in every Annual General meeting.
Compulsory rotation of Auditors for certain classes of Companies as may be prescribed in
the Rules.
Term of Audit firm not more than
2 terms for 5 consecutive years.
5 year cooling off period
for rotated individual auditor or auditor firm.
|
15
|
Audit of Branch
Office
|
Under the new Act, Audit of Branch office has been introduced.
Now
where
the
|
Company has Branch office, the accounts of that
auditor shall be audited by the
auditor.
The Branch auditor shall submit his report
to the Company’s
auditors.
|
||
16
|
Accounts
(For financial
Year 2013-14
as
per old
Act.)
(For Financial Year 2104-15 as
per
New Act)
|
Company can keep the books of Accounts in electronic mode
as
prescribed
under the new Act
& Rules.
Salient features of Financial
statement of a Company’s
subsidiary company or subsidiaries Associate Company or joint
ventures shall be
filed in prescribed form.
Consolidation of
Financial
Statement of the
Company shall
be made in accordance with
the provisions of
the Act.
|
18
|
Acceptance of
Deposits/Unsecured
Loans
|
Company cannot accept
any
kind of Deposit/
Unsecured loan from relative of Director.
All new
deposits accepted
from Member are subject to certain terms and
conditions and procedures.
Company can accept deposits from Director
during the tenure
of his Directorship.
Following
compliances has to be followed in
case of outstanding
deposits as on 31st March, 2014:-
· File a return of such deposits /loan till
30th June, 2014.
· Repay all such deposits/Loans on or
before 31st March, 2014.
|
19
|
Filing
of
Annual
Return and
Disclosures to be made therein
|
Under the
new Act, every
company shall prepare a
return in
a
prescribed form
containing
the particulars as
on the date of
the end of the Financial
year. Following
disclosures should be made in the Annual Return:-
1. Principal Business
Activities, Particulars of its Holding, subsidiary and Associate Companies.
|
2. Details
of
Shares, debentures and
other securities with Shareholding
pattern.
3. Indebtness of the Company.
4. Members
and Debenture holders
with changes
therein.
5. Meeting of
members or class thereof, board
and other committees and details
of attendance.
6. Remuneration of Directors and KMP.
7. Penalties imposed on the Company, its Directors or officers and details of
Compounding of offence.
8. Shares held by FIIs.
|
||
20
|
Additional Disclosure in Explanatory
Statement
|
Nature or concern of interest, financial or
otherwise, of Director, Manager, KMP and
relative of Director, Manager
and KMP.
Any other information and facts that may enable members to
understand the meaning, scope
and implications
of
the items of Business.
Failure to
make such disclosure-promoter,
director, manager
liable to compensate the Company to the extent of benefits derived
by them.
|
21
|
Compliance with
Secretarial
Standards issued by ICSI
|
The new Act provides that every Company shall observe “Secretarial
Standards to Minutes” with respect to General and Board
Meetings specified by ICSI.
|
22
|
Obligation to
Indicate DIN
|
Every person
or Company should
mention the DIN in all forms, information particulars which relate to the Directors or
containing the reference
of
any Director while
furnishing the same.
|
REGARDS
TEAM PRO GLOBAL CORP www.proglobalcorp.com9971504105
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INNOVATE TO INTEGRATE
http://proglobalcorp.wordpress.com/
https://www.facebook.com/pages/PGC/238456282931085
http://www.linkedin.com/profile/view?id=202985763&trk=hb_tab_pro_top
you can also reach to us ----proglobalcorp@gmail.com
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