Incorporation and administration ca 2013
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Transcript of Incorporation and administration ca 2013
INCORPORATION & PRIVATE COMPANIES – CA 2013
(LUCKNOW BRANCH OF CIRC OF ICAI – 26TH APRIL, 2014)
CA. DHRUV SETH
COVERAGE
Incorporation under CA 2013Chapter II (Sec 3 to 22)The Companies (Incorporation) Rules
Significant amendments
INCORPORATION
Section 3 – Formation (Sec 12 CA 1956)
New Concept of OPC
Amendment
NIL
SECTION 4 – MEMORANDUM (SEC 13,14,20,23)
New Company with specific words not to be
allowed without CG approvalAct prescribes name is valid for 60 days
without any furtherance allowed
SECTION 4 – MEMORANDUM (SEC 13,14,20,23)
AmendmentLiability of the shareholders extended to
unpaid face value + premiumBifurcation requirement of object clause
dispensed withTo be in form of Tables A to E mentioned
SECTION 4 – ARTICLES (SEC 26,27,28,29)
NewFormat of Articles given in table F to J
though companies free to add.Entrenchment provisions introduced to as
benefit for minority shareholders
SECTION 7 – INCORPORATION (SEC 15,30,33)
NewAffidavit from first subscribers, directors
and professional that information is correctID proof of subscribers & directorsAny person can challenge validity if any
material fact suppressed
SECTION 8 – NON-PROFIT (SEC 25)
NewFirm can be a memberCan only be amalgamated with a company
formed under same section and with same objects
SECTION 8 – NON-PROFIT (SEC 25)
AmendmentSports, Education, Research, Environment
and Social welfare specifically addedAlteration of MOA and AOA can only be
undertaken after CG approvalHeavy fine of upto Rs. 1 crore for violation
SECTION 11 – COMMENCEMENT (SEC 149)
AmendmentPublic company to file declaration by
director and verification of addressSection also applies to Private Limited
SECTION 11 – REGISTERED OFFICE (SEC 17A, 146, 147)
NewCIN, Telephone number, Fax, Email, and
website on all stationaryChange of name to be mentioned for two
years on all correspondencesOPC to mention such below its name
Section 11 – Registered Office (Sec 17A, 146, 147)
AmendmentChange of registered office to be informed
in 15 days.Default of Rs. 1,000 per day of default
SECTION 11 – REGISTERED OFFICE (SEC 17A, 146, 147)
SECTION 13 – ALTERATION OF MEMORANDUM (SEC 16, 18, 21)
NewChange of state = New incorporation
certificate to be obtained after CG approvalApproval of CG not required to add or
delete “Public” or “Private” from nameTime limit 60 days for one state to another
provided approval of creditors etc.
SECTION 13 – ALTERATION OF ARTICLES (SEC 31)
AmendmentAlteration to be filed in 30 daysPublic to Private approval of tribunalNo approval for converting private to
public company
SECTION 20 – SERVICE OF DOCUMENTS (SEC 51,52 & 53)
NewDocuments can be served on a company by
post or delivery at registered officeCourier service also allowed
DroppedDocument deemed to have been served
PRIVATE COMPANIES UNDER COMPANIES ACT 2013
PRIVATE COMPANIES – IMPORTANT SECTIONS
Sec 62 (Further issue of Share capital)Applicable to private companies alsoValuation of shares by registered valuer
before allotment to outsider
Sec 63 (Issue of Bonus shares)Can be issued out of Securities premium
account but not of revaluation reserves
PRIVATE COMPANIES – IMPORTANT SECTIONS
Sec 73 (Acceptance of Deposits)Applicable to private companies alsoAcceptance from members subject to –
Issuance of circular Filing the circular with ROC within 30 days Creating a separate 15% reserve for redemption Unsecured / Secured deposits
Issue of Applicability to deposits already taken under CA 1956 ?
PRIVATE COMPANIES – IMPORTANT SECTIONS
Appointment of Directors Private Limited companies also to file
consent Proposed director to also upload
notified form in 30 days Director not be director in greater than
20 companies (Public + Private)
PRIVATE COMPANIES – IMPORTANT SECTIONS
Financial Statements & Board Report Applicable to private companies also Several disclosures to be made :-
Number of meetings Comment on auditors qualification Particulars of loan made under Sec 186 Particulars of related party transactions Key events occurring after balance sheet
PRIVATE COMPANIES – IMPORTANT SECTIONS
Corporate Social Responsibility Applicable to the all companies having :-
Net Worth => 500 crore OR Turnover => 1,000 crore OR Net profit => 5 crore
Benefits to employees and their families not to be part of CSR utilisation
PRIVATE COMPANIES – IMPORTANT SECTIONS
Restriction on Power of board (Sec 180) Applicable to private companies now By way of special resolution
Sell, Lease or dispose substantial or whole Borrow money => Capital + Free reserves Give time to repayment of debt of director