Incorporation and administration ca 2013

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INCORPORATION & PRIVATE COMPANIES – CA 2013 (LUCKNOW BRANCH OF CIRC OF ICAI – 26TH APRIL, 2014) CA. DHRUV SETH [email protected]

Transcript of Incorporation and administration ca 2013

Page 1: Incorporation and administration   ca 2013

INCORPORATION & PRIVATE COMPANIES – CA 2013

(LUCKNOW BRANCH OF CIRC OF ICAI – 26TH APRIL, 2014)

CA. DHRUV SETH

[email protected]

Page 2: Incorporation and administration   ca 2013

COVERAGE

Incorporation under CA 2013Chapter II (Sec 3 to 22)The Companies (Incorporation) Rules

Significant amendments

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INCORPORATION

Section 3 – Formation (Sec 12 CA 1956)

New Concept of OPC

Amendment

NIL

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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

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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

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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

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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

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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

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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

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SECTION 11 – COMMENCEMENT (SEC 149)

AmendmentPublic company to file declaration by

director and verification of addressSection also applies to Private Limited

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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

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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)

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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.

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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

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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

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PRIVATE COMPANIES UNDER COMPANIES ACT 2013

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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

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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 ?

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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)

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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

Page 21: Incorporation and administration   ca 2013

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

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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