Mgmt-Admn-and-Directors-w-out

Report
Appointment and Qualifications of
Directors, Board Meetings, Compliance
procedures, Annual Returns, Registration
of charges, AGM.
under the Companies Act, 2013
CA ABHAY VASANT AROLKAR
CONTACT: +91 9820999231
Email: [email protected]
Definitions
 Composition of the Legislation
 Definitions
 Associate Company [Section 2(6)]
 2(6) defines “Associate company”, in relation to another
company, means a company in which that other company
has a significant influence, but which is not a subsidiary
company of the company having such influence and
includes a joint venture company.
 Explanation.—For the purposes of this clause, “significant
influence” means control of at least twenty per cent. of total
share capital, or of business decisions under an agreement;
Definitions (Contd.)
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Chief Executive Officer [Section 2(18)]
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2(18) “Chief Executive Officer” means an officer of a company,
who has been designated as such by it;
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Chief Financial Officer [Section 2(19)]
2(19) “Chief Financial Officer” means a person appointed as the
Chief Financial Officer of a company;
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Control [Section 2(27)]
2(27) defines “control” shall include the right to appoint majority of
the directors or to control the management or policy decisions
exercisable by a person or persons acting individually or in concert,
directly or indirectly, including by virtue of their shareholding or
management rights or shareholders agreements or voting
agreements or in any other manner;
Definitions (Contd.)
 Key Management Personnel [Section 2(51)]
 defines “key managerial personnel”, in relation to a
company, means—
 (i) the Chief Executive Officer or the managing director or
the manager;
 (ii) the company secretary;
 (iii) the whole-time director;
 (iv) the Chief Financial Officer; and
 (v) such other officer as may be prescribed;
Definitions (Contd.)
 Promoter [Section 2(69)
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“promoter” means a person—
(a) who has been named as such in a prospectus or is
identified by the company in the annual return referred to in
section 92; or
(b) who has control over the affairs of the company, directly or
indirectly whether as a shareholder, director or otherwise; or
(c) in accordance with whose advice, directions or instructions
the Board of Directors of the company is accustomed to act:
Provided that nothing in sub-clause (c) shall apply to a person
who is acting merely in a professional capacity;
Definitions (Contd.)
 Related Party [Section 2(76)] “related party”, with reference to a company, means—
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(i) a director or his relative;
(ii) a key managerial personnel or his relative;
(iii) a firm, in which a director, manager or his relative is a partner;
(iv) a private company in which a director or manager is a member or
director;
(v) a public company in which a director or manager is a director or holds
along with his relatives, more than two per cent. of its paid-up share capital;
(vi) any body corporate whose Board of Directors, managing director or
manager is accustomed to act in accordance with the advice, directions or
instructions of a director or manager;
(vii) any person on whose advice, directions or instructions a director or
manager is accustomed to act: (professionals excluded)
(viii) any company which is—
 (A) a holding, subsidiary or an associate company of such company; or
 (B) a subsidiary of a holding company to which it is also a subsidiary;
(ix) such other person as may be prescribed
Definitions (Contd.)
 Relative [Section 2(77)]
 ‘‘relative’’, with reference to any person, means any one who is
related to another, if—
 (i) they are members of a Hindu Undivided Family;
 (ii) they are husband and wife; or
 (iii) one person is related to the other in such manner as may be
prescribed;
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Under the Rules, a person is related to the other if he or she is related
to another in the following manner:
 Father (including Step-father) ; Mother (including step-mother)
 Son (including Step-son); Son’s wife
 Daughter; Daughter’s husband
 Brother (including step-brother)
 Sister (including step-sister)
Definitions (Contd.)
 Small Company [Section 2(85)]
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‘‘small company’’ means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees or
such higher amount as may be prescribed which shall not be more
than five crore rupees; or
(ii) turnover of which as per its last profit and loss account does not
exceed two crore rupees or such higher amount as may be prescribed
which shall not be more than twenty crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
Definitions (Contd.)
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Subsidiary company [Section 2(87)]
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“subsidiary company” or “subsidiary”, in relation to any other company (that is to
say the holding company), means a company in which the holding company—
(i) controls the composition of the Board of Directors; or
(ii) exercises or controls more than one-half of the total share capital either at its
own or together with one or more of its subsidiary companies:
Provided that such class or classes of holding companies as may be prescribed
shall not have layers of subsidiaries beyond such numbers as may be prescribed.
Explanation.—For the purposes of this clause,—
(a) a company shall be deemed to be a subsidiary company of the holding
company even if the control referred to in sub-clause (i) or sub-clause (ii) is of
another subsidiary company of the holding company;
(b) the composition of a company’s Board of Directors shall be deemed to be
controlled by another company if that other company by exercise of some power
exercisable by it at its discretion can appoint or remove all or a majority of the
directors;
(c) the expression “company” includes any body corporate;
(d) “layer” in relation to a holding company means its subsidiary or subsidiaries;
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Management & Administration
 Register of Members – [Form No. MGT-1]
 To be compiled within six months from the date of
commencement of Rules i.e. April 1, 2014
 Seven days’ notice for closure of register
 Foreign Register – Notice of situation [Form No. MGT-3]
 Declaration to be filed with the company by the registered
owner who does not hold beneficial interest – [Form No.
MGT-4]
 Declaration to be filed with the company by the beneficial
owner who is not the registered owner – [Form No. MGT-5]
 Return of beneficial interest to be filed by the company with
the ROC – [Form No. MGT-6] within thirty days of the receipt
of such declaration.
Management & Administration
 Annual Return
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Detailed Annual return to be filed – [Form No. MGT-7]
Certification required by practising Company Secretary [Form
No. MGT-8] applicable only in case of in case of companies
 Having paid up capital of Rs. 10 crores or more; or
 Having turnover of Rs. 50 crores or more.
Extract of Annual Return to be attached to Board’s Report –
[Form MGT-9]
 Return of changes in promoters/top ten shareholders – Form
No. MGT-10
 Change means increase or decrease by two per cent or more in
the shareholding
Management & Administration
 Annual Return
Time limit – within 60 days of the AGM held or ought to have
been held. Additional period of 270 days allowed with
additional fees.
 Consequences of not filing: Company as well as the officer
responsible for the default will be fined Rs. 50,000 which may
extend upto Rs. 500,000.
 Inspection of Registers etc., at the Registered Office
 Open during business hours at such reasonable time on a
working day for a fee
 Extract to be provided for a fee, not exceeding Rs. 10 per page
within seven days of the deposit of such fee.
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Management & Administration
 Preservation of records –
 Register of members with index : Permanently
 Register of debentureholders or any other security : eight years
from the date of redemption
 Copies of Annual Return : eight years from the date of filing
 Foreign register : permanently
Management & Administration
 General Body Meetings
 Annual General Meetings (AGM)
Not applicable to OPC
 Gap of not more than 15 months between two AGMs
 First AGM within 9 months of the first financial year. Exempt
from holding AGM in the year of incorporation
 To be called during business hours and not on National holidays.
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Attendance of auditor is mandatory
Exemption may be granted on such conditions as it may deem
fit by the Central Government
Adjourned Meeting
Management & Administration
 General Body Meetings (Contd.)
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Power of Tribunal to call AGM
Default will attract penalty –
 Fine upto Rs. 1 lakh
 In case of continuing default – Rs. 5,000 per day during which
such default continues
Extra-ordinary General Meeting (EGM)
 Can be requistioned by member holding not less than 1/10th of the
share capital or voting power, as the case may be.
 To be called within 45 days of the date of receipt of requisition,
failing which, the requisionists can hold within three months from
the date of requisition.
 Cost to be re-imbursed by the company and recovered from the
remuneration payable to defaulting directors
Management & Administration
 Notice of General Meetings
 Not less than clear twenty one days’ notice in writing or in
electronic mode.
 Shorter notice permitted, in case agreed to by 95% of the
members entitled to vote at such meeting.
 Annexure to Notice in case of Special Business (Section 102)
 Penalty – upto Rs. 50,000 or five times the amount of benefit
accruing to the director/promoter etc., whichever is more.
Management & Administration
 Notice of General Meetings (contd.)
Ordinary Business at an AGM means :
 Consideration of financial statements, Directors’ Report and
Auditor’s Report
 Declaration of dividend
 Appointment of director in place of those retiring
 Appointment of auditor and fixing their remuneration
 All other business at the AGM and all businesses at EGM shall be
Special Business
 Report on Annual General Meeting
 By Listed Companies only
 Form No. MGT-15
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 Quorum
 Public Companies – the quorum for a general meeting shall be:
Where No. of members not more than 1,000 :- 5 members*
 Where No. of members >1,000 <= 5,000 : - 15 members*
 Where No. of members >5,000 :- 30 members*
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Private Companies – the quorum for a general meeting shall
be 2 members*
* personally present
 Where the quorum is not present, the meeting shall stand
adjourned to the next week at the same time and place on the
same day or at such other time as the Board may determine for
which at least three days’ notice shall be given. However in
case of a requisitioned meeting, the same shall stand cancelled.
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Management & Administration
 Proxy
To attend and vote on a poll
 Proxy not to represent more than 50 members and not holding more
than 10% of the total share capital carrying voting rights.
 To be submitted 48 hours before the meeting
 Proxy in Form No. MGT.11
 Right to inspect proxies subject to conditions
 Resolutions
 Ordinary – where votes cast in favour are more than the votes cast
against.
 Special - Where the votes cast in favour are at least three times the
votes cast against. File Special Resolution with ROC in Form No.
MGT.14
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Management & Administration
 Poll
Either by the Chairman on his motion or if demanded by
members holding more than 1/10th of the voting power or
holding shares of not less than Rs. 5 lakhs.
 Voting through electronic means
 Every listed company having 1,000 or more members shall
provide this facility.
 Detailed procedure laid down for companies which opt for
providing this facility
 Ballot paper – Form No. MGT-12
 Report of the Scrutinizer(s) – Form No. MGT-13
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Management & Administration
 Minutes of the Meeting
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To be prepared within 30 days of the meeting
Distinct minute book for each type of meeting
Brief note on postal ballot, if any.
Each page to be initialled and signed on the last page of the record of
the proceedings of each meeting
Maintained at the registered office
Preserved permanently
Inspection of minute book of general meeting or providing copy
thereof.
Penalty for non-compliance : Rs. 5,000 for the company and every
officer responsible. In case of continuing default, Rs. 500 per day.
Management & Administration
 Maintenance and Inspection of documents in
electronic form:
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Formats as per the Act and Rules made thereunder.
Capable of being dated and signed digitally
Future reference possible – records should be readable,
retrievable and reproducible in printed form
Edition or alteration should not be permissible
Capable of being updated
Adequate security
Inspection
Board of Directors
 Appointment of Directors
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Maximum Number of directors
Resident Director
Independent Directors
Woman Director
Alternate Director
Whole-time Director
Remuneration of managerial personnel
Deposit for persons contesting directorship
Resignation of Directors
Duties of Directors
Vacation of Office
Board of Directors
 Resolution by circulation
 Resolution to be circulated together with necessary papers
 Circulated to all directors/committee members either by hand
delivery, post, courier or through electronic means
 Where not less than one third of the total number of directors
require any such resolution to be considered at a Board
Meeting, the chairperson shall put the resolution to be decided
at a meeting of the Board
 Such resolution by circulation to be noted at the subsequent
meeting of the Board/Committee and made part of such
meeting.
Board of Directors
 Appointment of Directors [Section 149]
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Minimum No. of Directors : Private Co. – Two
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Public Co. – Three
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Maximum Number of directors : Fifteen
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Resident Director :
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Every company shall have at least one director who has stayed in
India for a total period of not less than one hundred and eighty-two
days in the previous calendar year.
Woman Director
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Such class or classes of companies as may be prescribed, shall have at
least one woman director.
Board of Directors
 Independent Directors are
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A person of integrity and possesses relevant expertise and experience
Is not a promoter or related to promoter/directors*
No pecuniary relationship*
Whose relatives do not have pecuniary interest or transaction* of
more than 2% of its gross turnover/total income or rupees fifty lakh,
whichever is lower during the last two financial years or the current
financial year
Holds, together with the relatives more than 2% of the total voting
power of the company.
Is not a key managerial personnel or an employee/past employee* or
an employee /past employee
Is a CEO /Director of a NGO that receives 25% or more of its receipts
* of the company, its holding, subsidiary or associate company or
their promoters/directors.
Board of Directors
 Independent Directors
 Listed
Companies – One-third of the total
number of directors
 Class of Public companies – as may be
prescribed by Central Govt.,
 Code for Independent Directors [Schedule IV]
 Data Bank of Independent Directors
Board of Directors
 Additional Director
 Alternate Director
 Whole-time
Director
 Remuneration of managerial personnel
 Nominee Director
 Director elected by small shareholders
Board of Directors
 Director Identification No.: [Section 153 – 159]
 Forfeiture of Deposit of persons contesting directorship, if
he/she fails to more than 25% of total valid votes cast
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 Resignation of Directors
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Company as well as director to notify ROC with detailed reasons
Effective from the date of resignation specified or receipt of the
resignation, whichever is later
Board of Directors
 Disqualifications for appointment of a Director
 Is of unsound mind
 Undischarged insolvent
 Convicted of an offence involving imprisonment of not less
than 6 months and not less than 5 years have elapsed since the
expiry of the sentence.
 Disqualified by an order of the Tribunal/Court, which is in
force.
 Not paid calls and six months have elapsed since the last day
fixed for the payment of the call
 Convicted of an offence u/s 188 of the Actdealing with related
party transactions at any time during last 5 years
 Does not possess a DIN
Board of Directors
 Disqualification for re-appointment
 If he is director of a company which
Has not filed financial statements/annual return for 3 financial years
 Defaulted in payment of interest on deposits/dividend or repayment
of deposits or redemption of debentures.
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Disqualification for 5 years from the date of default
 Duties of Directors
 Shall act in good faith, promote the objects of the company, act in
the best interests of the stakeholders, exercise due and reasonable
care skill and diligence and independent judgement, avoid
conflict of interest, not achieve or attempt to achieve any undue
gain, and shall not assign his office.
 Vacation of Office
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If he is disqualified
Absents himself from all meetings held during the twelve months,
with/without seeking leave of absence.
Acts in contravention or Contravenes the provisions of Section 184
(Disclosure of interest)
Disqualified by an order of Tribunal/Court
Convicted of an office involving imprisonment of not less than 6
months, irrespective whether the director has appealed against the
sentence or not.
Removed under the provisions of Act.
He, having been appointed by virtue of his holding any office or
employment in the holding/subsidiary or associate company and he
ceases to hold such office or employment
Board of Directors
 Board Meetings
No. of Board Meetings
 Video-conferencing etc.,
 Notice
 Withdrawal of resolution
 Committees
 Nomination and Remuneration Committee
 Stakeholders’ Relationship Committee
 Corporate Social Responsibility Committee
 Audit Committee
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 Corporate Social Responsibility
 Directors’ Report
 Code for Independent Directors
Board of Directors
 Loan to Directors
 Related party transactions
 Prohibition of insider dealings and forward
dealings
 Vigil Mechanism [Whistleblower]
Board of Directors
 Board Meetings
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No. of Board Meetings : four
Video-conferencing etc.,
Notice : seven days’ notice in writing
Withdrawal of resolution
 Committees
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Nomination and Remuneration Committee
Stakeholders’ Relationship Committee
Corporate Social Responsibility Committee
Audit Committee
 Defects in appointment of Directors not to invalidate actions taken
Board of Directors
 Quorum
 One third of its total strength or two directors whichever is
higher.
 Any fraction of a number to be rounded off as one
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In case of absence of independent directors, decisions taken at
such meetings to be circulated to all directors and shall be final
only on ratification by at least one independent director
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Voting by non-interested directors only. Where the number of
interested directors exceeds two thirds of the total strength,
such number of directors who are non-interested and not
being less than two shall form the quorum
Board of Directors
 Quorum
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If at a Board Meeting, quorum is not present, the meeting shall stand
adjourned to the same day at the same time and place in the next
week. If the same is a national holiday, then on the next succeeding
day which is not a national holiday.
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If the total strength falls below the number required for quorum, the
continuing directors may act to either increase the number of
members to the minimum required by the Act or summoning the
general body meeting and for no other purpose.
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Every director to attend at least one meeting in person, where
meetings are held through video conferencing or Other Audio Visual
means
Board of Directors
 Resolution by circulation
 Resolution to be circulated together with necessary papers
 Circulated to all directors/committee members either by hand
delivery, post, courier or through electronic means
 Where not less than one third of the total number of directors
require any such resolution to be considered at a Board
Meeting, the chairperson shall put the resolution to be decided
at a meeting of the Board
 Such resolution by circulation to be noted at the subsequent
meeting of the Board/Committee and made part of such
meeting.
Nomination and Remuneration Committee
 Applicable to listed company and other prescribed class of
companies
 Constitution : Minimum 3 non-executive directors, majority of
whom shall be independent directors. Chairperson of the
company can be a member but not the chairperson of the
committee.
 Functions include:
 Identification of qualified Directors and Senior Management
Personnel
 Relationship of remuneration to performance is clear meets
the benchmark
 Recommend policy for remuneration
 Remuneration policy to be disclosed in the Directors’ Report
Stakeholders Relationship Committee
 Applicable to a company having more than one
thousand shareholders, debenture-holders and any
other security holders
 Constitution : to be decided by the Board of
Directors. Chairperson shall be a Non-executive
director
 Functions include considering and resolving the
grievances of security holders
Audit Commitee
 Applicable to listed company and other prescribed class of
companies
 Constitution : Minimum 3 directors, majority of whom shall be
independent directors
 Majority of the members shall have ability to read and understand
financial statements
 Functions include
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Recommend appointment and terms of appointment of auditors
appraisal of effectiveness of audit process, review auditor’s independence
and performance
Examination of financial statements and auditor’s report thereon.
Approval / subsequent modification of related party transactions
scrutiny of inter-corporate loans and investments,
evaluation of internal financial controls and risk management systems.
 Vigil mechanism in place
Corporate Social Responsibility
 Corporate Social Responsibility
 Applicable to every company having
 net worth of rupees five hundred crore or more; or
 turnover of rupees one thousand crore or more; or
 a net profit of rupees five crore or more
 during any financial year.
 Shall constitute a Corporate Social Responsibility Committee
of the Board consisting of three or more directors, out of which
at least one director shall be an independent director.
Board of Directors
 Loan to Directors
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Save as otherwise provided in this Act, no company shall, directly or
indirectly, advance any loan, including any loan represented by a
book debt, to any of its directors or to any other person in whom the
director is interested or give any guarantee or provide any security in
connection with any loan taken by him or such other person:
 Vigil Mechanism [Whistleblower][Section 177(10)
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The vigil mechanism under sub-section (9) shall provide for
adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the chairperson
of the Audit Committee in appropriate or exceptional cases:
Provided that the details of establishment of such mechanism shall
be disclosed by the company on its website, if any, and in the Board’s
report.
Related Party Transactions etc.,
 Prohibition of insider dealings and forward dealings
 Related party transactions
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No specified related party transactions except with the consent of the
Board
Shall not exceed the prescribed limits, except with prior approval by
special resolution. No member shall vote on such on such resolution,
if he is a related party. Ratification permitted within 3 months.
Not applicable in case of transactions in the ordinary course of
business at arm’s length price.
Disclosure in Directors’ Report with justification.
Directors shall make good the loss if any from contracts or
arrangements without the necessary approval
Registration of Charges
 Chapter VI [Sections 77 to 87]
 Duty to register charges etc.: A company creating a charge, shall,
register the particulars of the said charge with the ROC within 30 days
of its creation. [Form No. CHG 1 for other than Debentures and Form
No. CHG 9 for Debentures]
 This charge could be:
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on its property or assets or
any of its undertakings
whether tangible or otherwise
Situated in or outside India
Signed by both the Company and the charge-holder together with the
instruments creating the charge.
Registration of Charges
 Rule 3 (4)(a)
 where the instrument or deed relates solely to the property
situate outside India, the copy (instrument evidencing the
creation/modification) shall be verified by:
a certificate issued either under the seal of the company or
 under the hand of
 any director or
 company secretary of the company; or
 an authorised officer of the charge holder
 or under the hand of some person other than the company who is
interested in the mortgage or charge,
 stating that it is a true copy;
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 Rule 3 (4)(b)
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where the instrument or deed relates, whether wholly or partly, to the
property situate in India, the copy shall be verified by:
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a certificate issued under the hand of
 any director; or
 company secretary of the company; or
 an
authorised officer of the charge holder
 stating that it is a true copy.
Registration of Charges
 Charges requiring registration
 a charge created for the purpose of securing any issue of
debentures or deposits;
 a charge on uncalled share capital of the company;
 a charge on any immovable property, wherever situate, or
any interest therein;
 a charge on any book debt of the company;
 a charge, not being a pledge, on any movable property of the
company;
 Charges requiring registration
a floating charge on the undertaking or any
property of the company including stock-in-trade;
 a charge on calls made but not paid;
 a charge on a ship or any share in a ship;
 a charge on intangible assets, including goodwill,
patent, a licence under a patent, trade mark,
copyright or a licence under a copyright.
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Registration of Charges
• Application for Registration of charge in Form No.
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CHG 1.
In case the company fails to get the charge registered,
then the charge-holder may apply to ROC for the
registration of the same
On receiving such application, the ROC shall send
notice to company
And within 14 days, unless the company doesn’t
show sufficient cause as to why the said charge
should not be registered, shall register the charge
without signature of company
The said charge-holder shall be entitled to recovery of
fees and additional fees paid to ROC from the
company
 ROC shall issue a certificate of registration of such charge
in Form No. CHG 2
 ROC shall issue a certificate of modification of charge in
Form No. CHG 3
 The certificate issued by the ROC shall be conclusive
evidence that the requirements of Chapter VI of the Act and
the rules have been complied with.
 The liquidator or any other creditor shall not take into
account any charge created unless registered with the
Registrar.
Registration of Charges
 Intimation of satisfaction of charge to be given to the
ROC in Form No. CHG 4 within a period of 30 days from
the date of such satisfaction ROC to issue memorandum
of satisfaction in Form No. CHG 5.
 If a form is filed without the signature of charge-holder,
ROC shall send notice to the charge-holder calling upon
him to show cause within such time not exceeding 14
days, as to why the satisfaction should not be recorded. If
no cause shown, ROC will register.
 Where the company fails to send intimation of satisfaction of
charge to the ROC, who receives evidence of the satisfaction of
charge from any other person, such as charge–holder,
shareholder, or purchaser. However, the power is subject to
evidences being produced to his satisfaction.
 ROC shall issue a certificate of registration of
satisfaction of charge in Form No. CHG 5.
 Intimation [in Form No. CHG 6] within 30 days to the
ROC of the appointment/cessation thereof, as
Receiver or Manager of the property so charged
[Section 84]
 Where any person obtains an order for the
appointment of a receiver; or
of a person to
manage the property, which is already subject to a
charge of a company;
 Where any person appoints such receiver/ manager
under any power contained in any instrument

Registration of Charges
 The provisions of registration of charges shall
equally apply to:
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a company acquiring any property subject to a charge; or
any modification in the terms or conditions or the extent or
operation of any registered charge
 Where any person acquires a property, asset or
undertaking in respect of which a charge has
already been registered, it would be deemed that
he has complete knowledge of that charge from the
date the said charge was registered with the ROC
Registration of Charges
• ROC may on application by the company, allow this
registration within 300 days (30+270), on payment of
additional fees
• This application shall be supported by a declaration from
the company by its secretary or director that such belated
delay shall not adversely affect rights of any other creditors
of the company
• If not within 300 days, company to seek extension of time
from the CG; - Form No. CHG 8
• ROC shall not register the charge unless the delay is
condoned by the Central Government
 Register of Charges [Section 85]
 Every company shall keep at its registered office a
register of charges which shall include therein all charges
and floating charges affecting any property or assets of
the company or any of its undertakings. The instrument
creating the charge shall also have to be kept along with
the register.
 The register of charges shall be in Form No. CHG 7 and
enter therein particulars of all the charges registered with
the Registrar as well as particulars of any modification of
charge and that of satisfaction of charge
 The entries in the said register shall be made
forthwith after the creation, modification
satisfaction of charge, as the case may be.
or
 Entries in the register shall be authenticated by the
secretary of the company or any other person
authorised by the Board for the purpose.
 The register shall be preserved permanently and the
instrument creating a charge shall be preserved for a
period of 8 years from the date of satisfaction of
charge by the company.
 Inspection of Register
 Register of charges and the instrument of charges,
shall be open for inspection during business hours:
 by any member or creditor without any payment
of fees; or
 by any other person on payment of such fees as
prescribed in Annexure B and subject to such
reasonable restrictions as the company may, by
its articles, impose.
 Rectification CG in the register of charges

CG on being satisfied that an omission that has
occurred:
 was accidental; or
 due to inadvertence; or
 for some other sufficient cause or
 It is not of a nature to prejudice the position of
creditors or shareholders of the company or
 on any other grounds, it is just and equitable to
grant relief
Compliances that require your attention
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Board Report disclosure
Annual Return
Financial statements
Resident Director
Change in the constitution of Board of Directors
Disqualifications
No. of directorships
Change in particulars of directors
Disclosure of interest
Related Party transactions
No voting rights to interested directors
 Board meetings’ notice in writing
 Minutes of Board Meeting
 Vacation of office
 Loans to Directors
 Loans from Directors
 Vigil Mechanism
 Corporate Social Responsibility
 Compliances
 Penalties
 Director’s liability under the new Act.
 Entrenchment
 Disgorgement
Overview of Companies Act, 2013

 By
CA Abhay Vasant Arolkar
BCom (Hons.), LLB, ACS, FCA
M/s. A.V.Arolkar & Co.,
Chartered Accountants,
Mobile – 98209 99231
email – [email protected]

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