companies act, 2013

A P A R A D I G M S H I F T

COMPANIES ACT, 2013

Shirin Bhatt & Associates

CONTENTS

Chapter Topic

Chapter-I Preliminary

Chapter-II Incorporation

Chapter-III Prospectus & Allotment

Chapter-IV Share Capital & Debentures

Chapter-V Deposits

Chapter-VI Charges

Chapter-VII Management & Administration

Chapter-VIII Dividend

Chapter-IX Accounts of Companies

Chapter-X Audit and Auditors

Chapter-XI Appointment & Remuneration of Directors


CONTENTS

Chapter Topic

Chapter-XII Meeting of Board and its Powers

Chapter-XIII Appointment & Remuneration of Managerial Personnel

Chapter-XIV Inspection, Inquiry and Investigation

Chapter-XV Compromises, Arrangements and Amalgamation

Chapter-XVI Prevention of Oppression and Mismanagement


CHAPTER-I-NEW DEFINITIONS




Financial Year April 01st to March 31st Incorporation post January 01st then March 31st of

following year

Officer & Officer in

Default

WTD KMP Specified Director or all directors if not so specified Person under Immediate Authority of Board Every Director actively involved

Private Company Maximum number of members increased from 50 to 200

Associate Company significant influence (control of min 20%. of total share capital, or of business decisions under an agreement)

and includes a joint venture

Charge interest or lien on Property or assets



Financial Statement Additions:

Cash Flow Statement Statement on Changes in Equity

Key managerial

personnel

CEO/MD/Manager CS CFO KMP s are responsible for major decisions enlisted below:

- Prohibition on insider trading/forward dealing in securities.

- Included in Officer/officer in default/related party along with

relatives.

- Authority to sign document / proceedings / contract

companys behalf. - Responsible for disclosures in annual return.

- Required to disclose interest/concern & changes to company

within 30 days of appointment/ relinquishment.

- In case KMP gains undue benefit from disgorgement of

company assets, he shall be held personally liable if the same is

proved in inspection of company.

CHAPTER-I-NEW DEFINITIONS RELATED PARTY


Company

Director or

Relative

KMP or Relative Firm

Director/ Relative is

partner

PVT Co

DIR/MGR is DIR or Member

Public CO

DIR/MGR is Director

Or with Relatives

Holding > 2%

Holding / Subsidiary

/ Associate or Fellow Subsidiary

Corporate having shadow Directors

Person giving advice,

directions or instructions Exc. Prof.

KMP or Relative of Holding Co

CHAPTER-I-NEW DEFINITIONS RELATIVES

Members of HUF

Spouse Father*/ Mother*

Brother*/ Sister*

Son*/His Wife

Daughter*/ Her

Husband

*Includes Step

Relations



Small Company

Other than a Public Company

PUC < 50 Lacs Turnover < 2

Crore

Not Applicable to:

-Holding

-Subsidiary -Non-Profit Company

-Co. governed by special Act


CHAPTER II: INCORPORATION


CHAPTER II: INCORPORATION

Main Objects to be classified into:

A) Main objects

B) Incidental Matters

Commencement of Business: Now PVT Co is also required to take COB

Boards-Name and RO of Co to be affixed outside every premise in vernacular language

Stationary- To mention -name and address, CIN Telephone No., Fax No., E-Mail ID and Website (If any)


CHAPTER II: INCORPORATION ETC

Shifting of RO (One State to another):

Time frame for RD- 2 months

Alteration of Article:

Public to Private to be confirmed by Tribunal

Alteration of AOA to be regd. In 15 days

Subsidiary not to hold shares in its holding

Service of Documents:

-Electronic Mode has been recognized


CHAPTER II: INCORPORATION ONE PERSON COMPANY

One member & one Nominee

Only Indian Citizen Resident in India

Limit- Only One OPC (Member/Nominee)

Incorporation/Conversion not allowed to Section 8 Co/ NBFC

Mandatory Conversion

Paid Up >50Lacs within 6 months of , or

Annual turnover > 2 Crores within 6 months of last day of F.Y.

No Voluntary Conversion before expiry of 2 years of Incorporation

Conversion after meeting minimum requirements for PVT & Public Co

A PVT Co may also get converted into OPC if it meets the Eligibility of Capital & turnover

Key Features:


CHAPTER-III-PROSPECTUS & ALLOTMENT


CHAPTER-III-PROSPECTUS & ALLOTMENT

Class Action for mis-statement in prospectus or fraudulent inducement to invest

A class action, a class suit, or a representative action is

a form of lawsuit in which a large group of people collectively bring a claim to court and/or

in which a group of defendants is being sued.


CHAPTER-IV- SHARE CAPITAL & DEBENTURES

Prohibition on issue of shares at discount except as Sweat Equity

Preference Shares can now be issued for a period exceeding 20 to 30 Years for Infra Projects


CHAPTER-IV- SHARE CAPITAL & DEBENTURES


Further issue of share capital

Right Issue ESOP

Others

(Special Resolution)

These provisions are now applicable to conversion of debenture or loan to

shares of a Private Limited Company.

CHAPTER-IV- SHARE CAPITAL & DEBENTURES BONUS SHARES

Sources: Free reserves

Securities premium account

Capital redemption reserve

Not revaluation of F.A.

Conditions: Authority of AOA

Authority of General Meeting

No default in F.D. or Debt Securities

No default in Statutory dues of employees

Decisions once taken cant be rolled back


CHAPTER-IV- SHARE CAPITAL & DEBENTURES PREFERENTIAL ALLOTMENT


Definition

Procedural Aspects

Otherwise than Right Issue, ESOP, Bonus Issue, Public Issue, Sweat Equity or Depository Receipts

- Authority of AOA

- Special Resolution

- To be Fully paid at the time of allotment

- Price Valuation by Registered Valuer

- Every detail and justification to be provided to shareholders

CHAPTER-V DEPOSITS


CHAPTER-V DEPOSITS DEEMED DEPOSITS- SHARE APPLICATION

On receipt of Share Application allotment to be made within 60 Days

Else refund the amount within 15 days of end of above period.

Else the amount shall be treated as Deposit


Any adjustment of the amount shall not be treated as refund

CHAPTER-V DEPOSITS DEEMED DEPOSITS- ADVANCE

Advances becoming refundable due to reason company accepting money doesnt have

permission/ approval to deal :

Advance against supply of goods for > 365 Days

Advance received as consideration for property under a agreement or arrangement

Advance under long term project for supply of Capital Goods


CHAPTER-V DEPOSITS DEEMED DEPOSITS- AMOUNT FROM DIRECTOR


Receipt of amount from Director if such Director does not furnish:

A declaration in writing to the effect that the amount is not given out of funds acquired by

him by borrowing or accepting loans or deposits from others

CHAPTER-VI- REGISTRATION OF CHARGES



Definition

"charge" means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage.

Implication

The definition is open ended. List of Charges to be registered dropped.

Therefore every charge/mortgage etc is to be registred



Upto 30 days

Upto 300 days- with Additional fee

Beyond 300 days Application to RD for Extension of Time

If not registered by Company within 30 days the Charge Holder may apply. ROC to give 14 days notice to Company & then Register

Charge Registration


CHAPTER VII-MANAGEMENT & ADMINISTRATION


CHAPTER VII-MANAGEMENT & ADMINISTRATION CONTENTS OF ANNUAL RETURN

Promoters, Directors & KMPs

Business activities contributing 10% or more of T.O

Details of Holding, Subsidiary and Associate

Changes in the Capital Structure

Turnover and Net Worth of the Company

Shareholding of KMP and promoters

Details of Board, committee and Members meetings

Remuneration of Directors & KMPs

Penalties, Punishment, Compounding

List of applicable filling under Companies Act and rules

Annual Return to be signed by Director and CS (if not then by Practicing CS) except OPC & Small Company


CHAPTER VII-MANAGEMENT & ADMINISTRATION RECORDS-SHIFT TO ELECTRONIC MODE

All Registers/records can be maintained in Electronic Form

KMPs responsible to maintain Records

Daily back-up

KMP to ensure the safety and limited access to records


CHAPTER VII-MANAGEMENT & ADMINISTRATION ANNUAL GENERAL MEETING

1st AGM within 9 months of closing of 1st F.Y.

AGM can be held on Public Holiday but not on National Holiday

Time- between 09.00 A.M. to 6.00 P.M.

An OPC is exempt from holding AGM


CHAPTER VII-MANAGEMENT & ADMINISTRATION GENERAL MEETINGS

Notice may be given in Electronic Mode

Notice of General Meeting shall also be placed on website of the Company, if any.

An EGM of the Company can now be held only in INDIA


CHAPTER VII-MANAGEMENT & ADMINISTRATION MINUTES

General Meeting of Members

Meeting of Board

Meeting of Creditors

Meeting of Committee

Separate Minutes Book

BM- Chairman of Meeting or Director Authorised

GM- Chairman of Meeting or next Meeting

Minutes to be signed within

30 days


CHAPTER VIII-DECLARATION AND PAYMENT OF DIVIDEND



The dividend to be deposited in a separate bank account

in Scheduled Bank within 5 days of declaration

Electronic mode of payment of Dividend has been recognized in the Act.



Transfer to Reserves of the Company- As company may consider appropriate

No declaration from reserves except Free Reserves subject to rules


CHAPTER VIII-DECLARATION AND PAYMENT OF

DIVIDEND UNPAID DIVIDEND

Now a member can claim refund from IEPF also

Dividend unpaid for 7 years to be transferred to IEPF-Statement to be filed with ROC

Within 90 days thereof prepare Statement containing names, addresses & amount due to such members and place on website of Company

Transfer within 7 days thereof to unpaid Dividend A/c

Unpaid Dividend after 30 days of declaration


CHAPTER VIII-DECLARATION AND PAYMENT OF DIVIDEND UNPAID DIVIDEND- PENALTY

Non-payment within 30 days- All Directors involved

Imprisonment upto 2 years

AND

Fine Rs. 1000 per day


CHAPTER IX- ACCOUNTS OF COMPANIES



Company to maintain at its Registered Office Financial Statement that depict true and fair view of transactions including branches.

Books of Accounts with supporting to be kept for 8 years

Summarised return to be sent by the Branch Office

Non Compliance- MD, WTD (Finance) or CFO Imprisonment upto 1 year or Fine upto 5 Lacs or Both



Books may be kept in E-mode

System for storage, retrieval, display or printout as decided by Audit Committee or Board

Periodical Back-up to be kept in servers located in India

Details relating to E-records to be intimated to ROC at the time of filling of Financial Statement


CHAPTER IX- ACCOUNTS OF COMPANIES FINANCIAL STATEMENTS

Along with financial statements, Consolidated Financial Statements of all subsidiaries and the company shall be prepared and laid before the Annual General Meeting

The company shall attach with its financial statements a separate statement containing salient features of its subsidiary

For the purpose of this clause Subsidiary includes a JV or an Associate

Provisions applicable to the preparation, adoption and audit of the financial statements of a holding company shall, mutatis mutandis, apply to the consolidated financial statements also


CHAPTER IX- ACCOUNTS OF COMPANIES SCHEDULE-II DEPRECIATION

The useful lives of several tangible and intangible assets are significantly lower than under erstwhile Schedule XIV

Useful life of asset not >the useful life specified in Part C & the residual value of an asset not be >5% of the original cost of the asset

If different from the above limits, justification for the difference to be disclosed in Financial Statements

For Intangible Assets Accounting Standards to be followed

No separate rate for double and triple shifts

No specific requirement to charge 100% depreciation on assets whose actual cost does not exceed Rs.5000/-


CHAPTER IX- ACCOUNTS OF COMPANIES FINANCIAL STATEMENTS

Reopening of Accounts

Mandatory- When earlier accounts were prepared in fraudulent manner or the affairs of the Company were mismanaged casting a doubt on reliability of statements on Court/Tribunals Order.

Voluntary- The Board may prepare revised financial statements in respect of any of the 3 preceding financial years after obtaining approval of the Tribunal on an application made by the company, if it appears to them that

(a) financial statements of the company; or

(b) the report of the Board, do not comply with the provisions of Section 129 (True and Fair View and AS compliant amongst others) related to financial statements or Section 134 related to financial statements / Boards Report


CHAPTER IX- ACCOUNTS OF COMPANIES BOARD REPORT-CONTENTS

Annual Return Extracts

No. of Board Meetings

Directors Responsibility Statement

Inter-Corporate Loans, Guarantees or Investments

Contracts or Arrangements where Directors are interested

Material Changes and Commitments affecting Financial Position

Statement indicating development and implementation of a Risk Management Policy, identification of risks which in

Boards Opinion may threaten the Company

CSR Policy developed and implemented during the year


CHAPTER IX- ACCOUNTS OF COMPANIES CORPORATE SOCIAL RESPONSIBILITY

APPLICABILITY OF CSR


Net Worth 500 CR Turnover 1000 Cr

Net Profit 5 Crore

CHAPTER IX- ACCOUNTS OF COMPANIES CORPORATE SOCIAL RESPONSIBILITY

CSR Committee 3 or more Directors

PVT Co having 2 Director then 2

CSR Expenditure - 2% of Av. N.P. of last 3 F.Y.

Failure to spend- Board Report to disclose reason

Preference to the local area and areas around Co. where it operates.

Annual Report on CSR to form part of Board Report

Display of activities on Website

Activities only for Employees do not qualify

CSR Policy-program & monitoring process


CHAPTER IX- ACCOUNTS OF COMPANIES CSR- ACTIVITIES

Apart from existing activities

May be via Trust/Society/Section 8 Co registered by Co/Holding/Subsidiary/Associate

Collaboration with other Companies

Activity in India Only

Contribution to Political Parties does not qualify


CHAPTER IX- ACCOUNTS OF COMPANIES CSR- SCHEDULE VII

Hunger, poverty health,

sanitation Education

Gender Equality,

Weaker section Environment

National Heritage, Art

Armed Forces Sports PM relief fund &

other funds

Funds to Technology incubators

Rural Development


CHAPTER IX- ACCOUNTS OF COMPANIES INTERNAL AUDIT

Turnover Rs. 200 Cr

Outstanding Borrowings Rs.100 Cr at any point of time

Private Company


Internal Auditor may or may not be an employee of the Company C.A. whether in practice or not can be an Internal Auditor Audit Committee to determine the scope, periodicity, methodology etc.

CHAPTER X - AUDIT AND AUDITORS


CHAPTER X - AUDIT AND AUDITORS AUDITORS APPOINTMENT

For 5 years at a time

To be ratified by the shareholders at every AGM

If not ratified another Auditor to be appointed

Mandatory Rotation of Audit Firm after Completion of 2 consecutive terms of 5 years if Borrowings > Rs. 50 Cr or

Paid-up > Rs. 20 Cr.

Period prior to commencement of Act also counted

Mandatory Rotation to be complied in 3 years

Members may decide for rotation of Audit Partner

Removal only after approval of C.G and S.R.


CHAPTER X - AUDIT AND AUDITORS PROHIBITED DEGREE OF RELATION WITH AUDITOR


Company

Holding

Associate

Fellow Subsidi

ary

Subsidiary

-Relative or Partner having following relation

within prohibited degree:

a. Holding any security or interest > Rs. 1 Lac

b. Indebted > 5 Lac

c. Given Guarantee or provided Security >1 Lac

d. Person or Firm has directly or indirectly

business relationships.

-Person whose relative is a Director or KMP in

the Company

-Person directly or via Subsidiary or associate or

entity is providing services prescribed

CHAPTER X - AUDIT AND AUDITORS

Remuneration

To be decided by AGM

Remuneration to include- a) Expenses, b) Any facility

Right to access of records of subsidiaries for consolidation

Auditor to comment on Internal Financial Control System and its operating effectiveness

Branch Audit is mandatory

Auditor bound to directly disclose to CG any fraud by officers or employees within 60 days


CHAPTER X - AUDIT AND AUDITORS COST AUDIT

Applicable on Companies as Government may Order

Cost Auditors Remuneration as decided by BOD/Audit Committee to be ratified by Members

Report submitted to Board to be filed with CG within 30 days

CG may call for further information


CHAPTER XI - APPOINTMENT AND QUALIFICATIONS OF DIRECTORS



OPC to have One Director (Minimum)

Company can increase maximum no of Directors beyond Fifteen by passing an SR

Every Company to have Resident Director (182 days)

Consent, DIN and Declaration mandatory from the Director before Appointment.

Every Return, Information or Particulars to be provided under the Act to mention DIN of the Director signing the same.



Listed Co

Paid-Up > 100 Cr

Turnover > 300 Cr

Women Director

(Public Co.)

Paid-Up > 10 Cr

Turnover > 100 Cr

Borrowing > 50 Cr

Two Independent

Directors

(Public Co.)



Director not to be appointed without DIN

Director bound to intimate changes in DIN particulars within 30 days of Change

No person who failed to get appointed in AGM can be appointed as Additional Director

Alternate Director may be appointed in case a Director is out of India for not less than three months.



DISQUALIFICATION OF DIRECTORS

Company to File Form DIR-9 within 30 days of failure: Fails to file Financial Statement/Annual Return Fails to repay deposit, interest, dividend or Fails to redeem debentures

Director to file his disqualification with ROC Disqualification:

Offence relating to related parties Not taking DIN Directorship of following Companies:

Non filing of Financial Statements/Annual Return Failure to pay deposit/interest/redeem Debentures or interest

thereon/dividend & default continues for 1 year

Conviction for any offence under any act


CHAPTER XI - APPOINTMENT AND QUALIFICATIONS OF DIRECTORS DISQUALIFICATION OF DIRECTORS

Non filing of Financial Statements/Annual Return

Failure to pay deposit/ interest/ redeem Debentures or interest thereon/dividend

Company to

immediately file Return in

case of Failure to:



Vacation of Office of Director

Absence from all meetings during 12

months

Contravention of provisions relating to Related Party

Transactions

Failure to disclose interest



Resignation of Director

Board is duty bound to take note of resignation.

Such fact to form part of next Board Report

Director to file his resignation with ROC.

Effective Date: Date of Receipt from the Company or Date mentioned in the Resignation whichever is later.

Director shall remain liable for the offences that occurred during his tenure.


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS



Meetings of Board

Four Meetings in a year.

Not more than 120 days to elapse between two consecutive meetings

OPC & Small Companies to have minimum one meeting in each half of calendar year

BM to be held at a written notice of Seven Days

A BM may be held by Video Conferencing or by other Audio-Visual Means

Quorum means Quorum of uninterested Directors



VIDEO CONFERENCING

Approval of Annual Financial Statements

Approval of Board Report

Approval of Prospectus

Audit Committee Meeting for consideration of Annual Financial Statements

Approval of Matter relating to amalgamation, merger, demerger, acquisition & takeover

Matters not allowed by Video Conferencing


CHAPTER XII - MEETINGS OF BOARD AND ITS

POWERS VIDEO CONFERENCING-PROCEDURAL ASPECTS

Chairperson to ensure sufficient security

Safekeeping of Record of Meeting

Ensure no person other than authorised is attending

Roll Call at beginning and end of meeting

Ensure Audibility & visibility throughout meeting

Notice to specify the option to attend by Electronic means

Person intending to attend by Electronic Means shall give declaration to the effect at start of Calendar Year


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS RESOLUTION BY CIRCULATION

Now Resolution can be passed by circulation even when the Director is out of India

Documents can be sent by Electronic means

If 1/3rd of the Directors decide that the matter to be dealt at a meeting of the Board then such matter shall

be put before the Board by the Chairperson.

The Resolution passed shall be noted at next meeting and shall form part of the minutes


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS VIGIL MECHANISM

De

fin

itio

n

The mechanism for genuine concerns of Directors & Employees allowing direct access to the audit committee chairman in appropriate or exceptional cases


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS VIGIL MECHANISM- APPLICABILITY

Listed Companies

Co. having deposits from public

Co. having borrowing > Rs. 50 Crore

Applicability


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS VIGIL MECHANISM- OPERATION

Operation by audit committee

Audit Committee to oversee the operation of the mechanism, formulate guidelines for the activities and identify and delegate competent personnel/committee to operate the mechanism

In case a Co is not required to constitute Audit Committee a Director may be nominated for same


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS VIGIL MECHANISM

Disclosure of mechanism- Website, if any, and in the Boards report & further communication to Employees

Safeguards against victimization- Rules & Act are silent on anonymity but same may be applied

Action against repeated frivolous complaint- Suitable Action

Maintenance of adequate documentation- adequate and auditable documentation of all the concerns received, minutes of the deliberations, investigation working papers etc


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS POWER TO BE EXERCISED AFTER SPECIAL RESOLUTION

Sell, Lease or otherwise dispose of an undertaking or substantially (20% or more of value as per last audited Balance Sheet) whole of an undertaking

Undertaking -investment of the company exceeds 20% of its net worth or an undertaking which generates 20% of the total income.

To exceed the borrowing beyond the Paid-up Capital and free Reserves (excluding temporary loans which are repayable on demand or within 6 months from the date of Loan)

Relaxation in repayment of debt due from Director.


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS LOAN TO DIRECTORS


No Direct or indirect Loan including

represented by Book Debt or guarantee or

security

To Director

Or other person in whom Director is

interested

CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS LOAN TO DIRECTORS- DIRECTORS INTEREST

Director

Director

of Lending Co or Holding Co or

partner or Relative

Firm

Director or Relative is

partner

Private Co Director is Director or member

Company

25% Voting power Body

Corporate

Shadow board


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS LOAN TO DIRECTORS- EXCEPTIONS

Managing Director or Whole Time Director (MD/WTD)

as part of Service Condition if extended to all employees

passed by Special Resolution

Holding to Wholly Owned Subsidiary (WOS)

Guaranty or Security provided for Subsidiary Company

Provided Subsidiary or WOS to utilise funds for its principal business activities


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS LOAN & INVESTMENT BY COMPANIES

Not more than two layers of Subsidiaries are allowed except in compliance of other laws

No Loan, Security, guarantee or Investment in any Co

>60% of Paid Up, Free Reserves & securities Premium

> 100% of Free Reserves and Securities Premium Account

Whichever is more

Except by Passing Special Resolution (within 1 year of Act)

Exemption to JV (Excluding Investment) & WOS & Right Issue



RELATED PARTY- DEFINITION


(i) Director/ his relative;

(ii) KMP / his relative;

(iii) Firm- a director/ manager/relative is a partner;

(iv) PVT CO - a director /manager is a member / director;

(v) Public Co-a director/manager director or holds with relatives >2% PUC;

(vi) Body Corp having Shadow Directors

(vii) Any Person under whose advise board acts

(viii) holding, subsidiary or an associate company

(ix) Fellow Subsidiary;

(x) KMP of Holding Co;


RELATED PARTY TRANSACTIONS

selling or disposing, or buying, property of any kind;

leasing of property of any kind;

appointment of any agent for purchase or sale of goods, materials, services or property;

such related party's appointment to any office or place of profit in the company, its subsidiary or associate;



RELATED PARTY TRANSACTIONS

Company with Paid-Up of 10 Crore or more-Special Resolution

For other Companies- Financial Limits on transactions

Approvals & Transactions with Related

Parties


New Era of Self Regulation-No CG Approval

N.A. to transactions in ordinary course at Arms Length Price

Transaction in urgency may be ratified within 3 months

Such Contract/arrangement to be mentioned in Board Report

Interested Members not to Vote

CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS RESTRICTION ON NON-CASH TRANSACTIONS

Prohibition on entering into arrangement except on prior approval of Members which allows its

director/director of holding, subsidiary or associate company or any person connected with him,

To acquire any assets from the company for consideration other than cash and vice versa


CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS RESTRICTION ON FORWARD DEALINGS

Directors & KMPs are prohibited

from forward dealings in securities of Company/ Holding/ Subsidiary/ Associate

to enter into Insider Trading


CHAPTER XIII - APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL


CHAPTER XIII - APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL


Company not to appoint or re-

appoint MD, WTD or manager for more

than 5 years

No re-appointment earlier than 1 year

before expiry of Term

Terms of appointment

-Approval by BOD

-Approval by Members in next GM

Minimum age for MD/WTD is reduced from

25 to 21 years.

Maximum age for them is 70. Can be relaxed if shareholders by special resolution approve it.

CHAPTER XIII - APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Sitting Fee payable increased to Rs. 1 Lac

Every Listed Co or other public Co having Paid up > Rs. 10 Crores to have following KMPs:

MD/CEO/Manager/ WTD,

CS, and

CFO

A whole-time KMP not to hold office in more than 1 company except in Subsidiary or approval of Board


CHAPTER XIV - INSPECTION, INQUIRY AND INVESTIGATION


CHAPTER XIV - INSPECTION, INQUIRY AND

INVESTIGATION SERIOUS FRAUD INVESTIGATION OFFICE

Receipt of report of Registrar under section 208 or

On receipt of special resolution from company or

In public interest or

On request from any Department of the Central Government or a State Government.

The Central Government

may refer matter for

investigation to SFIO

either on :


CHAPTER XV-COMPROMISES & AMALGAMATION


CHAPTER XV-COMPROMISES & AMALGAMATION

Separate and simpler provisions for the merger or amalgamation between

two small companies or

holding company and its wholly owned subsidiary company or

such other class or classes of companies as may be prescribed.

Rules are yet to be notified for the same


CHAPTER XVI - PREVENTION OF OPPRESSION AND

MISMANAGEMENT

The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner

prejudicial to public interest, it may itself apply to the Tribunal for an order.
