Companies Bill 2012,compnies act 1956 - PPT.pptx

Companies Bill 2012,compnies act 1956

1. RRR CHAMBERS Email ID- [email protected]

2. NEED FOR COMPANIES BILL 2012 To Increase: Transparency Corporate Social Responsibility Accountability Shareholder and Stakeholder Protection To meet the internationally accepted concepts, practices. To address the needs of the Shareholders/ Stakeholders/Government/ and public at large. Introduction RRR Chambers - [email protected]

3. www.b5consulting.com Need for Companies Bill 2012 RRR Chambers - [email protected]

4. Need for Companies Bill 2012 www.b5consulting.com RRR Chambers - [email protected]

5. www.b5consulting.com Need for Companies Bill 2012 RRR Chambers - [email protected]

6. INTRODUCTION Companies Bill Companies Act, 1956 470 SECTIONS 658 29 Chapters CHAPTERS/ PARTS 13 Parts, Further divided into Chapters 7 SCHEDULES 15 Number of Sections www.b5consulting.com RRR Chambers - [email protected]

7. New Concepts www.b5consulting.com RRR Chambers - [email protected]

8. “Key Managerial Personal” (Clause 2(51)) – Includes CEO, MD, Manager, Company Secretary and CFO (if appointed by the Board of Directors) “Class Action Suit” (Clause 37) - Class action suits can be filed by person or group of persons affected by any misleading statement or the inclusion or omission of any matter in the prospectus “Small Company” (Clause 2(85)) – Means a company with paid up capital < 50 lakh or whose turnover < 2 crore New Concepts www.b5consulting.com RRR Chambers - [email protected]

9. Existing Concepts – Definition www.b5consulting.com RRR Chambers - [email protected]

10. “Promoter” (Clause 2(69)) – Includes a person Named in prospectus/ identified by company as such in Annual Return Who has control over the affairs of the company In whose directions the directors are accustomed to act “Associate Company” (Clause 2(6))- Means a company in which other company has significant influence (Excluding Subsidiary Company) and includes a Joint Venture company Existing Concepts – Definition www.b5consulting.com RRR Chambers - [email protected]

11. “Related Party” (Clause 2(75)) – Elaborate definition is given in Companies Bill, 2012, which is not present in Companies Act, 1956. “Foreign Company” (Clause 2(42)) – Means a company or body corporate incorporated outside India “Independent Director” (Clause 149(5)) – Definition has been given for the first time, and nominee director cannot be considered a independent director Existing Concepts – Definition www.b5consulting.com RRR Chambers - [email protected]

12. “Financial Statements” Clause 2(40) includes the following Balance sheet Statement of profit and loss account/ Statement of income and expenditure Cash flow statement (not applicable for one person and small companies) A statement of changes in equities, if applicable Any Explanatory statement note, annexed or forming part of any document referred above Existing Concepts – Definition www.b5consulting.com RRR Chambers - [email protected]

13. “Charge” (Clause 2(16)) - Means an interest or lien created on the property or assets of a company or any of its undertaking or both as security and includes a mortgage “Private Company” (Clause 2(68)) – Limit of Members extended from 50 to 200 “Subsidiary Company” (Clause 2(87)) – As per changes made No distinction between equity and preference share capital in calculation of > 50% Company includes Body Corporate (i.e. Subsidiary or Holding) There is a limit to number of step down subsidiaries Existing Definition – Modifications www.b5consulting.com RRR Chambers - [email protected]

14. “Financial Year” Clause 2(41) means, in relation to any company or body corporate, the period ending on the 31 st day of March every year. Existing Definition – Modifications www.b5consulting.com RRR Chambers - [email protected]

15. www.b5consulting.com RRR Chambers - [email protected]

16. Commencement of Business Statutory Meetings Concept of Compliance Certificate Deleted Concepts www.b5consulting.com RRR Chambers - [email protected]

17. Companies Bill, 2012 Companies Act, 1956 Both Public Companies and Private companies Applicable to Public companies No Certificate Issued Certificate Issued COB Documents to be submitted under new bill: Declaration by Directors of payment of money by subscribers of MOA Verification of Registered office filed with ROC www.b5consulting.com Commencement of Business RRR Chambers - [email protected]

18. One Person Company

19. Financial Statement doesn’t need to include cash flow statement Signing of Annual Return: By Company Secretary in employment or By 1 Director (Where no CS) Exemption from conducting Annual General Meeting Approval of Financial statements can be done by only one director for submission to auditors One Person Company - Exemptions www.b5consulting.com RRR Chambers - [email protected]

20. Min. No. of directors is only 1 Only 1 board meeting conducted in each half calendar year, deemed proper compliance One Person Company - Exemptions www.b5consulting.com RRR Chambers - [email protected]

21. The MOA of the One person company to include: Name of Nominee Consent of Nominee Nominee can be changed (and such change not treated as Alteration of MOA) One person Company can be: Limited by shares Limited by guarantee Unlimited company Capital : Minimum – Rs. 100,000 Maximum – No limit One Person Company - Incorporation www.b5consulting.com RRR Chambers - [email protected]

22. Memorandum and Articles of Association Power of Tribunal – Incase of Wrong/false info. /Misrepresentation/fraudulent actions ` Pass such Orders for/to: Regulation of Management of Company Changes in MOA, AOA Direct the liability of members to be unlimited Pass order for winding up Pass such other orders, as it deems fit www.b5consulting.com RRR Chambers - [email protected]

23. Memorandum and Articles of Association Companies Bill, 2012 Companies Act, 1956 Divided into - Objects to be pursed by Company on incorporation - Incidental Objects MOA objects Divided into - Main objects - Incidental objects - Other objects To be filed with ROC within 15 days Alteration of AOA To be filed with ROC within 30 days www.b5consulting.com RRR Chambers - [email protected]

24. Memorandum and Articles of Association Companies Bill, 2012 Registered Office Companies Act, 1956 On and from 15 th day of incorporation Company shall have On and from 30 th day of incorporation Central Government shall dispose of application with 60 days Shift from one state to another No such time limit www.b5consulting.com RRR Chambers - [email protected]

25. Certificate of Incorporation Companies Bill, 2012 Companies Act, 1956 Not a Conclusive Evidence Certificate of Incorporation Conclusive Evidence Clause 7 Section 35 www.b5consulting.com RRR Chambers - [email protected]

26. Companies Bill, 2012 Companies Act, 1956 Companies Not Required to conduct Statutory Meeting Statutory Meeting to be conducted Every Company: Limited by Shares Limited by guarantee Except Private Limited Co. Statutory Meeting www.b5consulting.com RRR Chambers - [email protected]

27. Offer of Sale Companies Bill, 2012 Companies Act, 1956 Under Clause 28 Member s of the Company in consultation with the board can offer there shares to public Such Offer of Sale shall be deemed to be a “Prospectus issued by the Company” Offer of Sale No such provision exists under the Act www.b5consulting.com RRR Chambers - [email protected]

28. Issue and Allotment of Securities Companies Bill, 2012 Companies Act, 1956 Under Clause 53 Issue of shares at discount -prohibited except Sweat Equity Shares Issue of Shares at Discount Under Section 79 Shares can be issued at discount Under clause 27(2) Exit offer should be given to dissenting shareholders by promoters or controlling shareholders Exit Offer by promoters to dissenting shareholders No such Provision Exists www.b5consulting.com RRR Chambers - [email protected]

29. Dematerialisation Companies Bill, 2012 Companies Act, 1956 Mandatory Clause 29 for: Companies Making public offer Certain Companies as may be specified Issue of Securities in Dematerialized Form Only Mandatory Sec 68B for every listed company making IPO of any security for a sum of 10 crore or more www.b5consulting.com RRR Chambers - [email protected]

30. Companies Bill , 2012 Companies Act, 1956 Under Clause 62 Applicable to Both Private and Public Companies Provisions of Rights Issue Under Section 81 Applicable only to public companies Under Clause 47 Bill Doesn’t Differentiate cumulative and non-cumulative preference shares Same period prescribed after which preference shareholders have voting rights Voting Rights of Preference Shareholders Different period are specified for Cumulative and Non-Cumulative Preference Shares after which preference shareholders have voting rights Share Capital and Debentures www.b5consulting.com RRR Chambers - [email protected]

31. Companies Bill , 2012 Companies Act, 1956 Under Clause 55(2) Redeemable preference shares with a term of more than 20 years can be issued by a company limited by shares Issue of preference Shares for infrastructural projects Preference shares with a term of more than 20 years cannot be issued under the act Preference Share www.b5consulting.com RRR Chambers - [email protected]

32. www.b5consulting.com Acceptance of Deposits RRR Chambers - [email protected]

33. Companies Bill, 2012 Deposits from members Companies Act, 1956 To be framed by Reserve Bank of India Rules For all deposits Companies (acceptance of deposits) Rules, 1975 are applicable Under Clause 73 (2) General Meeting resolution from members required to accept deposits Authorization Companie s Can accept deposits from members Circular to Members and circular to Registered with ROC Mode of Intimation Advertisements in newspaper and Statement in lieu of advertisement to be filed with ROC for all deposits Acceptance of Deposits www.b5consulting.com RRR Chambers - [email protected]

34. Companies Bill, 2012 Deposits from public Companies Act, 1956 To public companies having such net worth or turnover as may be prescribed Applicability To all public companies Mandatory From Recognized rating agency To be obtained every year during the tenure of deposits Credit Rating Not Required All provisions applicable to acceptance of deposits from members shall apply mutatis mutandis to acceptance of deposits from public Acceptance of Deposits www.b5consulting.com RRR Chambers - [email protected]

35. Companies Bill, 2012 Companies Act, 1956 Under clause 77 Wide and ambiguous Covers Property Assets Any of its undertaking, whether tangible or otherwise Scope Definite and clear Can allow registration within period of 300 days of creation of charge on payment of additional fee Power of ROC ROC can condone delay for registration beyond 30 and within 60 days from date of creation of charge Registration of Charge www.b5consulting.com RRR Chambers - [email protected]

36. Punishment for Contravention Under Clause 86 Penalty levied on: Company Not less than Rs. 100,000 and Not more than Rs. 10,00,000 Every officer in default Imprisonment up-to 6 months or Fine which is not less than Rs. 25,000 or both Registration of Charge www.b5consulting.com RRR Chambers - [email protected]

37. Companies Bill, 2012 Companies Act, 1956 Under clause 92 More Disclosures Content Minimal Disclosures Annual Return www.b5consulting.com RRR Chambers - [email protected]

38. New disclosures to be made: Change of promoters/ KMP since previous FY Details of meetings of Board/Committee’s/ Members or class thereof along with attendance details Remuneration of Directors, KMP Penalties/Punishment imposed on: Company Directors or Officers Compounding of offences Appeals against penalty or punishment Annual Return www.b5consulting.com RRR Chambers - [email protected]

39. New disclosures to be made: Certification of Compliances, Disclosures Details of shares held by or on behalf of FII Annual Return www.b5consulting.com Return by Listed Company – Clause 93 Every listed Company shall file with ROC, within 15 days a return with respect to change in number of shares: Held by promoters Top Ten Shareholders of such company RRR Chambers - [email protected]

40. Companies Bill, 2012 Signing Companies Act, 1956 Director and CS Where no CS, by CS in Practice General Companies Director and Manager/ Secretary If No Manager /Secretary, then by CS in practice Company Secretary If no, CS, by Director One Person/ Small Company Not Applicable To be also certified by CS in practice Listed Company/ Other prescribed Companies Only Listed Companies Annual Return www.b5consulting.com RRR Chambers - [email protected]

41. Companies Bill, 2012 Companies Act, 1956 Balance sheet Statement of Profit and Loss/ Income and Expenditure Account Cash Flow statement Statement showing Changes in equity Notes of the above Include Balance Sheet Statement of Profit and Loss Notes Under clause 131, voluntary revision of Financial statements and Boards report is possible Revision of Financial Statements No such revision possible Financial Statements www.b5consulting.com RRR Chambers - [email protected]

42. Companies Bill, 2012 Companies Act, 1956 Balance sheet and Statement of Profit and Loss including consolidated financial statement Cash Flow statement Statement showing Changes in equity Notes of the above Submission at AGM Balance Sheet Statement of Profit and Loss Notes To be filed with ROC within 30 days of AGM or adjourned AGM Un adopted Financial Statements No such provision Financial Statements www.b5consulting.com RRR Chambers - [email protected]

43. Companies Bill, 2012 Companies Act, 1956 Within 9 months of end of FY First AGM Within 18 months from date of incorporation In case of Public Co. 5 members where no. members is < 1000 15 members where no. of members is 1000 >≤ 5000 30 members where no. of members is > 5000 In case of Private Company 2 members personally present Quorum Public Company 5 members personally present Private Companies 2 members personally present Annual General Meeting RRR Chambers - [email protected]

44. Companies Bill, 2012 Demand for Poll Companies Act, 1956 By Person / Proxy Holding: ≥ 1/10 voting power or shares Shares with value of more than Rs. 500,000 Public Company By Person/Proxy Holding: ≥ 1/10 voting power Paid up Shares with value of more than Rs. 50,000 By any member(s)/proxy with ≥ 1/ 10 voting power Other Company Private Company with: <7 members personally present , by any member >7 members, by two members Other Company: By member(s)/proxy with > 1/10 voting power Annual General Meeting www.b5consulting.com RRR Chambers - [email protected]

45. Companies Bill, 2012 Companies Act, 1956 National holidays Outside Business Hours (9am to 6pm) AGM Cannot be on Public Holidays and Outside Business Hours Either in writing or electronic mode Mode of Notice In writing Consent of not less than 95 % of members entitled to vote at that meeting required Shorter Notice Consent of All members entitled to vote required Annual General Meeting www.b5consulting.com RRR Chambers - [email protected]

46. Definitions:- “National Holiday” means and includes a day declared as National Holiday by the Central Government. “Public holiday" means a public holiday within the meaning of the Negotiable Instruments Act, 1881; The expression" public holiday" includes Sundays and any other day declared by the Central Government, to be a public holiday Annual General Meeting www.b5consulting.com RRR Chambers - [email protected]

47. Companies Bill, 2012 Companies Act, 1956 Under Clause 204, Mandatory for: All Listed Companies Such Class of Companies as may be prescribed Secretarial Audit Not Mandatory To include Secretarial Audit Report Board’s Report Not Mandatory Secretarial Audit www.b5consulting.com RRR Chambers - [email protected]

48. Companies Bill, 2012 Companies Act, 1956 Statutory Recognition given under Clause 118(10) and Clause 205 Secretarial Standards No provisions relating to applicability Secretarial Standards www.b5consulting.com RRR Chambers - [email protected]

49. www.b5consulting.com Corporate Social Responsibility RRR Chambers - [email protected]

50. Companies Bill, 2012 Companies Act, 1956 Mandatory for all companies having: Net worth of Rs. 500 crore or more or Turnover of Rs. 1000 crore or more or Net Profit of Rs. 5 crore or more Corporate Social Responsibility Not Mandatory CSR Committee Composition – 3 or more directors (at least one being Independent) Board Report to disclose the composition of CSR Committee At least 2% of Avg. Net Profits during immediately 3 preceding FY must be spent on CSR activities and incase of failure to spend such amount, the boards report such specify the reasons for not spending the amount. Corporate Social Responsibility www.b5consulting.com RRR Chambers - [email protected]

51. Schedule VII – Activities which may be included by Companies in their CSR policies Eradicating extreme hunger and poverty Promotion of education Promoting gender equality and empowering women Reducing child mortlity and improving maternal health Combating HIV, Acquired Immune Deficiency Syndrome, Malaria and other diseases Ensuring enviromental sustainability Employment enhancing vocational skills Social business projects Contributions to PM’s National Relief Fund or other fund set up by Central or State Government etc. Under Financ e Bill 2013-14 - Funds provided by Corporates to business incubators located in academic institutes will be considered as part of their CSR Corporate Social Responsibility www.b5consulting.com RRR Chambers - [email protected]

52. Companies Bill, 2012 Companies Act, 1956 Under Clause 123 Not Mandatory Transfer to Reserves Mandatory depends on rate of dividend Under Clause 123(3) and (6) Restrictions on declaration: Final Interim dividend Restriction on declaration of Dividend No Such Restrictions are provided Dividend www.b5consulting.com RRR Chambers - [email protected]

53. Companies Bill, 2012 Companies Act, 1956 Clause 124(2) To be prepared within 90 days of transfer to unpaid Dividend A/c Statement of unpaid Dividend Companies are not required to prepare any such statement Under clause 124(6) Have to Transfer : Unpaid Dividend Respective Shares Transfer of shares and unpaid dividend Under section 205A(5) Only Unpaid Dividend Dividend www.b5consulting.com RRR Chambers - [email protected]

54. Directorship www.b5consulting.com RRR Chambers - [email protected]

55. Companies Bill, 2012 Companies Act, 1956 15* & can be increased by Special Resolution passed at General Meeting Max. No. of Directors 12* & can be increased only with permission of Central Government Listed Companies – 1/3 rd of the Board Independent Directors No such provision ≥ 1 director who has been in India - For ≥ 182 days in the previous calendar year Situation No such provision Directorship www.b5consulting.com RRR Chambers - [email protected]

56. Companies Bill, 2012 Companies Act, 1956 At least one Women Directors No such provision One term – 5 years Eligible for 2 consecutive terms Cooling period – 3 years Term of Independent Directors Can be appointed for 3 years Directorship www.b5consulting.com RRR Chambers - [email protected]

57. Companies Bill, 2012 Companies Act, 1956 Disqualified to be appointed in all companies Failure to File: Accounts Annual Returns Repay deposits Interest on deposits etc. Disqualified to be appointed in public companies Nominee Directors of: Financial Institutions Holding Co. Government Not to be considered Independent Directors Nominee Directors No such provision 20* Max. No. of Directorships 15* Directorship www.b5consulting.com RRR Chambers - [email protected]

58. Companies Bill, 2012 Companies Act, 1956 Listed Company May have one small shareholder director Small Shareholders Director Public Co. having: Paid up capital ≥ 5 crore 1000 ≥ small shareholders May have a representative director Clause 166 provides for the duties of Directors Duties of Directors Duties of Directors are not provided in the Act A person acting as Alternate Director for any other director in the Company cannot be appointed-Clause 161(2) Alternate Director No such Restriction Directorship www.b5consulting.com RRR Chambers - [email protected]

59. Companies Bill, 2012 Companies Act, 1956 Cannot be appointed Unless the AOA authorize Same person – MD and Chairman Can be Appointed Special Resolution Ordinary Applicable t o: Public Co. Private Co. Appointment of MD/WTD Applicable to: Public Co. Private Companies which are subsidiary of public co. Chairman and Managing Director Limits of Managerial Remuneration payable incase of inadequate profit has been changed www.b5consulting.com RRR Chambers - [email protected]

60. Companies Bill, 2012 Companies Act, 1956 Individual – Max. 5 years LLP, Firm – Max. 10* years Term of Auditor No such term specified Provided in clause 144 Negative List of Services No Restrictions on services Independent Directors Should form the majority No. of Directors – 3 Audit Committee Composition No specific provision present No. of Directors - 3 Audit, Audit Committee and Appointment of Auditors www.b5consulting.com Vigil Mechanism Every Listed Company shall establish a vigil mechanism for directors and employees to report genuine concerns and it shall be monitored and implemented by audit committee RRR Chambers - [email protected]

61. Companies Bill, 2012 Companies Act, 1956 Fine – Rs. 25000 to Rs. 500,000 1 year imprisonment or fine of Rs. 10,000 to Rs. 100,000 or both Penalty for Non-Compliance by Company Fine up to Rs. 5000 Fine – Rs. 25000 to Rs. 100000 For Willful Contravention – Imprisonment which may extend to one year or fine not less than Rs. 100,000 or both Penalty for Non-Compliance by Auditor Fine up to Rs. 10000 Audit, Audit Committee and Appointment of Auditors www.b5consulting.com RRR Chambers - [email protected]

62. Companies Bill, 2012 Companies Act, 1956 No Buy-back within 1 year reckoned from the date of closure of the preceding offer of buy-back, if any. Restriction on further buy back No buy-back (made in pursuance of the resolution of the board) within a period of 365 days reckoned from date of the preceding offer of buy-back BUY BACK OF SHARES www.b5consulting.com RRR Chambers - [email protected]

63. www.b5consulting.com Board Meeting RRR Chambers - [email protected]

64. Companies Bill, 2012 Meetings Companies Act, 1956 In Person Video conference Mode In Person ≥ 7 days, through: Post Hand Delivery Electronic means Notice No Length of Notice prescribed 4 every year ≤ 120 days between meetings Number 4 every year 1 in each quarter Shall be held at least once in a year Separate Meeting of Independent Directors No Such Provisions exist Board Meeting www.b5consulting.com RRR Chambers - [email protected]

65. Companies Bill, 2012 Companies Act, 1956 Every listed Company and such other Company shall have mandatorily Applicability No provisions for such committee exists Composition 3 or more Non – Executive directors, with not less than ½ being Independent Directors Functions Identify Prospective directors and senior management, and Recommend to board their appointment and removal Formulate criteria for determining qualifications, positive attributes, independence of directors Remuneration policy for directors and senior management Carry out evaluation of every directors performance Nomination and Remuneration Committee www.b5consulting.com RRR Chambers - [email protected]

66. Companies Bill, 2012 Companies Act, 1956 Companies With ≥ 1000: Shareholders Debenture holders Deposit holders Any other security - At any time during the FY Applicability Not Applicable To consider and resolve the grievances of security holders of the company Mandate Not Applicable Stakeholders Relationship Committee www.b5consulting.com RRR Chambers - [email protected]

67. Companies Bill, 2012 Companies Act, 1956 Strength – To be decided by Board Chairman – Non Executive Director Composition Not Applicable Stakeholders Relationship Committee www.b5consulting.com RRR Chambers - [email protected]

68. Companies Bill, 2012 Companies Act, 1956 Private Companies Public companies Applicability Public Companies Deemed Public Companies Co. gives in ordinary course of business at rate not less than RBI prescribed rates Loan to MD/WTD: Pursuant to conditions of service Pursuant to Scheme approved by members by special resolution Exemption Private Companies Banking Companies Loans by Holding to Subsidiary Co. etc. Loan to Directors

69. Except with consent of Board of Directors: No Company shall enter into any contract or arrangement with a related party with respect to – Sale, purchase or supply of any goods or materials Selling or otherwise disposing of, or buying, property of any kind Leasing of property of any kind availing or rendering of any services 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 Company or associate Company Underwriting the subscription of any security or derivatives thereof, of the Company Related Party Transactions www.b5consulting.com RRR Chambers - [email protected]

70. Important Points Except with prior approval of members by Special Resolution, no contract or arrangement can be entered in case of: Certain companies having such paid up capital as may be prescribed, or Transaction exceeding such sums as may be prescribed No Member (s) shall vote on special resolution as aforesaid if he is a related party Every Contract or arrangement entered into under Clause 188(1) shall be referred to in the Board Report with justification Where any contract or arrangement is entered into by a director or an employee without consent of board or approval by special resolution: It is voidable and must be ratified within 3 months In case such transaction is with any Related Party, the directors concerned shall indemnify the company against any loss incurred by it Related Party Transactions www.b5consulting.com RRR Chambers - [email protected]

71. Companies Bill, 2012 Companies Act, 1956 To include valuation report Notice Not Required to annex valuation report 3/4 value of members/ creditors voting in: Person or Through proxy or Postal ballot Special Majority 3/4 value of members/ creditors among members/ proxy/ creditors present and voting Compromises and Arrangements www.b5consulting.com RRR Chambers - [email protected]

72. Companies Bill, 2012 Companies Act, 1956 Can be Raised only by persons: Holding ≥ 10% of shareholding ≥ 5% of total outstanding debt Objections Any Member/ Creditor/ Member through proxy To be given to all Statutory Authorities Like RD/IT/CCI etc. Notice of Meeting in case of Merger To be given to Regional Director Compromises and Arrangements www.b5consulting.com RRR Chambers - [email protected]

73. Companies Bill, 2012 Companies Act, 1956 Acquirer /PAC, persons/ group holding > 90% of equity through: Amalgamation Share Exchange Conversion of securities etc. -May purchase the minority shareholding Purchase of Minority shareholding by Majority shareholders No Specific provisions present Compromises and Arrangements www.b5consulting.com RRR Chambers - [email protected]

74. Companies Bill, 2012 Companies Act, 1956 Can be included Incase of Listed Companies, SEBI Regulations need to be complied with Takeover Offer in Scheme Can not be included Compromises and Arrangements www.b5consulting.com RRR Chambers - [email protected]

75. Companies Bill, 2012 Companies Act, 1956 Chapter XVII talks Registered Valuer Registered Valuer No provisions provided for Registered Valuer Where any valuation is required under the Act, a person registered as valuer shall be appointed by: Audit Committee Where no Audit Committee, by Board Registered Valuer www.b5consulting.com RRR Chambers - [email protected]

76. Registered Valuer Liability of Registered Valuer Violation of Clause 247 (i.e. provision relating to Registered Valuer) Fine ≥ Rs. 25,000 and ≤ Rs. 100,000 With Intention to Defraud Company/ Members Imprisonment up to 1 year Fine ≥ Rs. 100,000 and ≤ Rs. 500,000 When Convicted for the aforesaid: Refund remuneration received from company Pay damages to Company or any person for loss arising out of incorrect or misleading statements of particulars in his report www.b5consulting.com RRR Chambers - [email protected]

77. www.b5consulting.com Winding up and Strike off RRR Chambers - [email protected]

78. Companies Bill, 2012 Companies Act, 1956 9 circumstances, but: 3 removed 3 added Circumstances in which Company may be wound up by tribunal 9 Circumstances Winding up and Strike off www.b5consulting.com RRR Chambers - [email protected]

79. Circumstance which have been removed Failure to commence business within 1 year Minimum no. of members falling below prescribed limit Failure to hold statutory meeting or deliver statutory report Winding up and Strike off www.b5consulting.com RRR Chambers - [email protected]

80. Circumstance which have been added Affairs of the Company conducted in fraudulent manner Company has been incorporated for fraudulent or unlawful means Persons involved in the formation and management of its affairs have been: Guilty of fraud Misfeasance Misconduct, in connection therewith, and that it is proper that the company be wound up Winding up and Strike off www.b5consulting.com RRR Chambers - [email protected]

81. Circumstance which have been added Failure to commence business within 1 year of incorporation Within 198 days, subscribers to MOA have not paid subscription money a company is not carrying on any business or operation for a period of 2 immediately preceding FY and has not made any application for obtaining the status of a dormant company Strike off by ROC – Circumstances www.b5consulting.com RRR Chambers - [email protected]

82. Application to ROC for Dormant Status Can be made by: Company incorporated under the Act: for future project or To hold an asset or intellectual property AND Has no significant accounting transactions Or by an Inactive company Dormant Company www.b5consulting.com RRR Chambers - [email protected]

83. Inactive Company means Company which has not been: carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years Dormant Company www.b5consulting.com Significant Accounting Transaction mean any transaction other than - Paymen t of fees by a Company to the Registrar Payments made by it to fulfill the requirements of this act or any other law Allotment of shares to fulfill the requirement of this act Payments for maintenance of its office and records RRR Chambers - [email protected]

84. Important Points Only one board meeting to be held in each half of calendar year and gap between 2 such meetings is not less than 90 days Financial Statement not to include Cash Flow Statement Shall have minimum no. of directors Dormant Company www.b5consulting.com RRR Chambers - [email protected]

85. www.b5consulting.com RRR Chambers - [email protected]

86. www.b5consulting.com RRR Chambers - [email protected] THANK YOU