Companies act 2013 services by Pro global corp

Various Compliances by a Company
under Companies Act, 2013

Action to be Performed
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.
Printing  of  new  Stationary  of  the
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)
Resident Director
At least one of the directors who is resident in India on the Board of every company
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.

·    I 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

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   an disqualification   of   director shall be made prescribe form (FORM DIN-
Disclosur by    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   Boar 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 correspondin 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
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
Now, Loans and investment by holding Company to/ in its wholly owned subsidiary is not exempted.
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
Preparation of statutory registers
The companies has to maintain all the statutory  registers  as  per  the  new prescribed  format  under  the  new  Act  and
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.
Audit of Branch Office
Under the new Act, Audit of Branch office has   bee introduced.      Now   wher 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.
(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.
Acceptance   of   Deposits/Unsecured
Company  cannot  accept  ankind  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.
Filing     of     Annual     Return     and
Disclosures to be made therein
Under the new Act, every company shall prepare    retur in    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
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.
Additional Disclosure in Explanatory
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.
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.
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.


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