Companies Act, 2013

COMPANIES ACT, 2013
A PARADIGM SHIFT
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
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
WTD
KMP
Specified Director or all directors if not so specified
Person under Immediate Authority of Board
Every Director actively involved
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.
RELATED PARTY
Director
or
Relative
Person giving
advice,
directions or
instructions
Exc. Prof.
KMP or
Relative
DIR/MGR
is DIR or
Member
DIR/MGR is
Director
Or with
Relatives
Holding > 2%
Holding /
Subsidiary
/
Associate
or Fellow
Subsidiary
Director/
Relative is
partner
PVT Co
Company
Public CO
Firm
KMP or
Relative of
Holding Co
Corporate
having
shadow
Directors
RELATIVES
Members of
HUF
Brother*/
Sister*
Spouse
Father*/
Mother*
Son*/His
Wife
Daughter*/
Her
Husband
*Includes
Step
Relations
Small Company
Other than a Public Company
Not Applicable to:
-Holding
PUC < 50 Lacs
Turnover < 2
Crore
-Subsidiary
-Non-Profit Company
-Co. governed by
special Act
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

ONE PERSON COMPANY
Key Features:
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
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
Others
Right Issue
ESOP
(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
Otherwise than Right Issue, ESOP, Bonus Issue, Public

Issue, Sweat Equity or Depository Receipts
- Authority of AOA
Procedural
Aspects
- 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
Charge Registration
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
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

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

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

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

MINUTES
Separate
Minutes Book
Minutes to be
signed within
30 days
General Meeting of Members

Meeting of Board
Meeting of Creditors
Meeting of Committee
BM- Chairman of Meeting or

Director Authorised
GM- Chairman of Meeting or next
Meeting
CHAPTER VIII-DECLARATION AND

PAYMENT OF DIVIDEND
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.
CHAPTER VIII-DECLARATION AND

PAYMENT OF DIVIDEND
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
Unpaid Dividend after 30 days of declaration
Transfer within 7 days thereof to unpaid Dividend A/c
Within 90 days thereof prepare Statement containing names, addresses & amount due
to such members and place on website of Company
Dividend unpaid for 7 years to be transferred to IEPF-Statement to be filed with

ROC
Now a member can claim refund from IEPF also

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

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

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/Shirin Bhatt & Associates

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

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

CORPORATE SOCIAL RESPONSIBILITY
APPLICABILITY OF CSR
Net Worth 500 CR
Turnover 1000 Cr
Net Profit 5 Crore

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

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

CSR- SCHEDULE VII
Hunger,
poverty health,
sanitation
National
Heritage, Art
Education
Gender
Equality,
Weaker section
Environment
Armed Forces
Sports
PM relief fund &

other funds
Funds to
Technology
incubators
Rural
Development

INTERNAL AUDIT
Private
Company
Turnover Rs. 200 Cr

Outstanding Borrowings
Rs.100 Cr at any point of time
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

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.

PROHIBITED DEGREE OF RELATION WITH AUDITOR
-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
Holding
Subsidi
ary
Company
Fellow
Subsidi
ary
Associa
te

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

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
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.

DIRECTORS
Women
Director
(Public Co.)
Two
Independent
Directors
(Public Co.)
Listed Co
Paid-Up > 100 Cr
Turnover > 300 Cr
Paid-Up > 10 Cr
Turnover > 100 Cr
Borrowing > 50 Cr

DIRECTORS
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.

DIRECTORS
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
Company
Non filing of Financial
to
Statements/Annual Return
immediately Failure to pay deposit/
file Return in
interest/ redeem
Debentures or interest
case of
thereon/dividend
Failure to:

DIRECTORS
Vacation of Office
of Director
Absence from all

meetings during 12
months
Contravention of
provisions relating
to Related Party
Transactions
Failure to disclose
interest

DIRECTORS
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
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
CHAPTER XII - MEETINGS OF BOARD AND ITS POWERS

VIDEO CONFERENCING
Matters not allowed by

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
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

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
Definition

VIGIL MECHANISM
The mechanism for genuine

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

VIGIL MECHANISM- APPLICABILITY
Listed Companies
Co. having deposits from public
Co. having borrowing > Rs. 50
Crore
Applicability

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

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

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.

LOAN TO DIRECTORS
To Director
No Direct or indirect
Loan including
represented by Book
Debt or guarantee or
security
Or other person in
whom Director is
interested

LOAN TO DIRECTORS- DIRECTORS INTEREST
Company
Body
Corporate
25% Voting
power
Firm
Shadow board
Director
Director or
Relative is
partner
Director
of Lending Co or
Holding Co or
partner or
Relative
Private Co
Director is
Director or
member

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

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
Approvals &
Transactions
with Related
Parties
Company with Paid-Up of 10

Crore or more-Special Resolution
For other Companies- Financial
Limits on transactions
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

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

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 reappoint MD, WTD or
manager for more
than 5 years
No re-appointment
earlier than 1 year
before expiry of
Term
Minimum age for

MD/WTD is reduced from
25 to 21 years.
Terms of appointment
-Approval by BOD
-Approval by Members in
next GM
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
The Central
Government
may refer
matter for
investigation
to SFIO
either on :
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.
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.

Companies Act, 2013

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COMPANIES ACT, 2013

Shirin Bhatt & Associates

Prospectus & Allotment

Share Capital & Debentures

Management & Administration

Audit and Auditors

Appointment & Remuneration of Directors

Meeting of Board and its Powers

Appointment & Remuneration of Managerial Personnel

Inspection, Inquiry and Investigation

Compromises, Arrangements and Amalgamation

Prevention of Oppression and Mismanagement

Shirin Bhatt & Associates

Shirin Bhatt & Associates

April 01st to March 31st

Officer & Officer in

Maximum number of members increased from 50 to

significant influence (control of min 20%. of total share

interest or lien on Property or assets

Shirin Bhatt & Associates

Shirin Bhatt & Associates

Shirin Bhatt & Associates

CHAPTER II: INCORPORATION

Shirin Bhatt & Associates

CHAPTER II: INCORPORATION

Commencement of Business: Now PVT Co is also required to

CHAPTER II: INCORPORATION ETC

Subsidiary not to hold shares in its holding

CHAPTER II: INCORPORATION

CHAPTER-III-PROSPECTUS & ALLOTMENT

Shirin Bhatt & Associates

CHAPTER-III-PROSPECTUS & ALLOTMENT

A class action, a class suit, or a representative

a form of lawsuit in which a large group of

CHAPTER-IV- SHARE CAPITAL &

Prohibition on issue of shares at

CHAPTER-IV- SHARE CAPITAL &

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

CHAPTER-IV- SHARE CAPITAL & DEBENTURES

Authority of General Meeting

CHAPTER-IV- SHARE CAPITAL & DEBENTURES

Otherwise than Right Issue, ESOP, Bonus Issue, Public

- Every detail and justification to be provided to

Shirin Bhatt & Associates

Shirin Bhatt & Associates

On receipt of Share Application

Else the amount shall be treated as

Shirin Bhatt & Associates

DEEMED DEPOSITS- AMOUNT FROM DIRECTOR

Receipt of amount from Director

Shirin Bhatt & Associates

CHAPTER-VI- REGISTRATION OF CHARGES

Shirin Bhatt & Associates

CHAPTER-VI- REGISTRATION OF CHARGES

CHAPTER-VI- REGISTRATION OF CHARGES

CHAPTER VII-MANAGEMENT &

Shirin Bhatt & Associates

CHAPTER VII-MANAGEMENT & ADMINISTRATION

CHAPTER VII-MANAGEMENT & ADMINISTRATION

All Registers/records can be maintained in

KMP to ensure the safety and limited access

Shirin Bhatt & Associates

CHAPTER VII-MANAGEMENT & ADMINISTRATION

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