PRESENTATION ON COMPANIES ACT 2013

The companies bill,2012 was passed by Lok sabha on the 18th of December 2012.

Companies act,2013 contains 470 Sections and 7 schedules.

INTRODUCTION

Simplify lawsImprove corporate governanceProvide for better and more powerful

oversightAllow class action suitsEnforce gender equalityEnforce independence of boardsMake spending on CSR de facto mandatoryImprove quality of financial statements.

FEATURES OF COMPANIES ACT 2013

SIGNIFICANT DELETED CONCEPTS

SIGNIFICANT NEW CONCEPTS

ONE PERSON COMPANY

‘One person company’ means a company which has only one person as a member.

Memorandum of one person company shall indicate the name of a person who shall become member, in the event of death of the single member.

The words ‘One person company’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

ONE PERSON COMPANY

One person company can be:--Limited by shares--Limited by guarantee--Unlimited company

CAPITAL:--Min: Rs 100000--Max: No limit

Minimum no of directors is only 1

POINTS

COMPANY

KEY MANAGERIAL PERSONNEL

Key managerial personnel , in relation to a company means-

The chief executive officer or managing director

The whole time director The chief financial officer

KE Y MANAGERIAL PERSONS

CLASS ACTION

Right of members, deposit holders or their representatives to file an application before the tribunal for restraining the company from some specified acts.

CLASS ACTION SUITES

A company, other than a public company— Paid up share capital which doesn’t exceed

50 lakh rupees Turnover of which as per its last profit and

loss account does not exceed 02 crore rupees

Not applicable to- A holding company A company governed by any special act

SMALL COMPANY

MEMORANDUM AND ARTICLES OF ASSOCIATION

First AGM- within 9 months of

end of financial year

AGM cannot be held on:

•National holidays

•Outside business hours

MODE OF NOTICE:

Either in writing or electronic

mode

Other AGM -6 months from the

end of financial year

Gap between two AGM’S –

not more than 15 months

Non compliance by company * Fine – Rs.25000 to Rs.500000 * 1 year imprisonment or fine of Rs.10000 to

Rs.100000 or both

PENALTY

COMPANY ACT 1956Private and public

company

A pvt company can have a max of 50 members

Provision is applicable only to public limited companies

Private company,public company and one person company

Pvt. Company can have max of 200 members

Now applicable to all companies having share capital

COMPARISON B/W COMPANIES ACT 2013 AND COMPANIES ACT 1956

COMPANY ACT 2013

CORPORATE SOCIAL RESPONSIBILITY

The companies act,2013 is a progressive and forward looking which promises improved corporate governance norms, enhanced disclosures and transparency , protection of interest of investors and better shareholder democracy.

The new law also transits company secretaries to corporate governance professionals. It brackets them in the category of key mangerial personnel and holds them responsible for implementation of all relevant laws applicable to the companies.

CONCLUSION