LUNAWAT & CO.Chartered Accountants

LUNAWAT & CO.Chartered Accountants

CA. PRAMOD JAINFCA, FCS, FCMA, MIMA, DISA

CA. PRAMOD JAINFCA, FCS, FCMA, MIMA, DISA

THE COMPANIES ACT, 2013THE COMPANIES ACT, 2013THE COMPANIES ACT, 2013THE COMPANIES ACT, 2013

18/12/2012 18/12/2012 18/12/2012 18/12/2012 –––– LokLokLokLok SabhaSabhaSabhaSabha

08/08/2013 08/08/2013 08/08/2013 08/08/2013 –––– RajyaRajyaRajyaRajyaSabhaSabhaSabhaSabha

29/08/2013 29/08/2013 29/08/2013 29/08/2013 –––– President President President President

AssentAssentAssentAssent

30/08/2013 30/08/2013 30/08/2013 30/08/2013 –––– Companies Companies Companies Companies Act 2013Act 2013Act 2013Act 2013

12/09/2013 12/09/2013 12/09/2013 12/09/2013 ---- 98 Sections98 Sections98 Sections98 Sections

01/04/2013 01/04/2013 01/04/2013 01/04/2013 –––– 183 183 183 183

SectionsSectionsSectionsSections

Related Rules Related Rules Related Rules Related Rules also notifiedalso notifiedalso notifiedalso notified

Lunawat & Co.

THE STRUCTURETHE STRUCTURETHE STRUCTURETHE STRUCTURE

1956195619561956 2013201320132013

13 Parts 29 Chapters

658 Sections 470 Sections

15 Schedules 7 Schedules

67 Definitions 95 Definitions

Lunawat & Co.

• 33 New Definitions; 11 removed• Phrase “as may be prescribed” appears

“346 times” in 2013 Act

GENERALGENERALGENERALGENERAL� It applies to the whole of India and is also It applies to the whole of India and is also It applies to the whole of India and is also It applies to the whole of India and is also

applicable to certain companies or bodies applicable to certain companies or bodies applicable to certain companies or bodies applicable to certain companies or bodies

corporate governed by Special Actscorporate governed by Special Actscorporate governed by Special Actscorporate governed by Special Acts

� Substantial part of the Companies Act, 2013 Substantial part of the Companies Act, 2013 Substantial part of the Companies Act, 2013 Substantial part of the Companies Act, 2013

in form of rules, prescribed separately.in form of rules, prescribed separately.in form of rules, prescribed separately.in form of rules, prescribed separately.

� 98 Sections98 Sections98 Sections98 Sections made applicable made applicable made applicable made applicable w.e.fw.e.fw.e.fw.e.f. 12. 12. 12. 12thththth

September 2013September 2013September 2013September 2013

� 183 Sections and Rules made applicable 183 Sections and Rules made applicable 183 Sections and Rules made applicable 183 Sections and Rules made applicable

w.e.fw.e.fw.e.fw.e.f. 1. 1. 1. 1stststst April 2014, Restructuring, NCLT & April 2014, Restructuring, NCLT & April 2014, Restructuring, NCLT & April 2014, Restructuring, NCLT &

NFRA pendingNFRA pendingNFRA pendingNFRA pending

Lunawat & Co.

FORMSFORMSFORMSFORMS� Are Alpha Numeric Are Alpha Numeric Are Alpha Numeric Are Alpha Numeric and Chapterand Chapterand Chapterand Chapter----wise nowwise nowwise nowwise now

� Chapter 2 Chapter 2 Chapter 2 Chapter 2 –––– Incorporation Incorporation Incorporation Incorporation –––– INCINCINCINC

� Chapter 5 Chapter 5 Chapter 5 Chapter 5 –––– Deposits Deposits Deposits Deposits –––– DPTDPTDPTDPT

� Chapter 10 Chapter 10 Chapter 10 Chapter 10 –––– Audit Audit Audit Audit –––– ADTADTADTADT

� 46 e46 e46 e46 e----forms available forms available forms available forms available w.e.fw.e.fw.e.fw.e.f. 28.04.2014. 28.04.2014. 28.04.2014. 28.04.2014

� No preNo preNo preNo pre----certification in case of OPC & Small Co.certification in case of OPC & Small Co.certification in case of OPC & Small Co.certification in case of OPC & Small Co.

� Extension Extension Extension Extension uptouptouptoupto 30.05.2014, where forms were 30.05.2014, where forms were 30.05.2014, where forms were 30.05.2014, where forms were

to be filed in April 2014to be filed in April 2014to be filed in April 2014to be filed in April 2014

� Procedure prescribed for Procedure prescribed for Procedure prescribed for Procedure prescribed for taking action against taking action against taking action against taking action against

Professionals for false perProfessionals for false perProfessionals for false perProfessionals for false per----certification in ecertification in ecertification in ecertification in e----

FormsFormsFormsForms

Lunawat & Co.

MAJOR FORMSMAJOR FORMSMAJOR FORMSMAJOR FORMSRelated toRelated toRelated toRelated to Old FormsOld FormsOld FormsOld Forms New FormsNew FormsNew FormsNew Forms

Name ReservationName ReservationName ReservationName Reservation 1A1A1A1A INC INC INC INC ---- 1111

AllotmentAllotmentAllotmentAllotment of Securitiesof Securitiesof Securitiesof Securities 2222 PAS PAS PAS PAS ---- 3333

Alteration inAlteration inAlteration inAlteration in

Authorised CapitalAuthorised CapitalAuthorised CapitalAuthorised Capital

5555 SH SH SH SH –––– 7777

Registered OfficeRegistered OfficeRegistered OfficeRegistered Office 18181818 INC INC INC INC ---- 22222222

DirectorsDirectorsDirectorsDirectors 32323232 DIR DIR DIR DIR –––– 12121212

Financial StatementsFinancial StatementsFinancial StatementsFinancial Statements 23AC, 23ACA23AC, 23ACA23AC, 23ACA23AC, 23ACA AOC AOC AOC AOC –––– 4444

Annual ReturnAnnual ReturnAnnual ReturnAnnual Return 20B20B20B20B MGT MGT MGT MGT ---- 7777

Secretarial AuditSecretarial AuditSecretarial AuditSecretarial Audit 66666666 NilNilNilNil

Auditor AppointmentAuditor AppointmentAuditor AppointmentAuditor Appointment 23B23B23B23B ADT ADT ADT ADT ---- 1111

Lunawat & Co.

PREPREPREPRE----CERTIFICATIONCERTIFICATIONCERTIFICATIONCERTIFICATION

CA, CS, CMACA, CS, CMACA, CS, CMACA, CS, CMA

•INC 21, 22, 28INC 21, 22, 28INC 21, 22, 28INC 21, 22, 28

•PAS 3, SH7PAS 3, SH7PAS 3, SH7PAS 3, SH7

•CHG 1,4,9,CHG 1,4,9,CHG 1,4,9,CHG 1,4,9,

•MGT 14, MGT 14, MGT 14, MGT 14,

•DIR6, 12DIR6, 12DIR6, 12DIR6, 12

•MR 1,2MR 1,2MR 1,2MR 1,2

•MSC 1,3,4MSC 1,3,4MSC 1,3,4MSC 1,3,4

•GNL3GNL3GNL3GNL3

•ADT1ADT1ADT1ADT1

•NDH 1, 2, 3NDH 1, 2, 3NDH 1, 2, 3NDH 1, 2, 3

•GNL 1 GNL 1 GNL 1 GNL 1 (Optional)(Optional)(Optional)(Optional)

•DIR 3 (all DIR 3 (all DIR 3 (all DIR 3 (all coscoscoscos))))

CACACACA

•DPT 3 DPT 3 DPT 3 DPT 3 (Deposits) (Deposits) (Deposits) (Deposits) (Auditors)(Auditors)(Auditors)(Auditors)

•AOC 4 (Old AOC 4 (Old AOC 4 (Old AOC 4 (Old 23ACA)23ACA)23ACA)23ACA)

CS in PracticeCS in PracticeCS in PracticeCS in Practice

•MGT 10 (listed MGT 10 (listed MGT 10 (listed MGT 10 (listed Co. change in Co. change in Co. change in Co. change in shareholding)shareholding)shareholding)shareholding)

Lunawat & Co.

NEW PROVISIONSNEW PROVISIONSNEW PROVISIONSNEW PROVISIONS

� OPCOPCOPCOPC

� Small Co.Small Co.Small Co.Small Co.

� Dormant CoDormant CoDormant CoDormant Co

� NCLT & NCALTNCLT & NCALTNCLT & NCALTNCLT & NCALT

� CSRCSRCSRCSR

� NFRANFRANFRANFRA

� Registered Registered Registered Registered ValuersValuersValuersValuers

� FraudFraudFraudFraud

Lunawat & Co.

Lunawat & Co.

Public PrivateCompany

STRESS CREATORSSTRESS CREATORSSTRESS CREATORSSTRESS CREATORS� Huge Penalties & ProsecutionHuge Penalties & ProsecutionHuge Penalties & ProsecutionHuge Penalties & Prosecution

� Class Suit ActionsClass Suit ActionsClass Suit ActionsClass Suit Actions

� Penalties even for late filingsPenalties even for late filingsPenalties even for late filingsPenalties even for late filings

� Even Board Resolutions to be filedEven Board Resolutions to be filedEven Board Resolutions to be filedEven Board Resolutions to be filed

� Bringing in monies made toughBringing in monies made toughBringing in monies made toughBringing in monies made tough

� Annual Returns and Directors Reports Annual Returns and Directors Reports Annual Returns and Directors Reports Annual Returns and Directors Reports

–––– detaileddetaileddetaileddetailed

� Importance of AS & SAImportance of AS & SAImportance of AS & SAImportance of AS & SA

� Cash Flows and ConsolidationCash Flows and ConsolidationCash Flows and ConsolidationCash Flows and Consolidation

Lunawat & Co.

OPPORTUNITIESOPPORTUNITIESOPPORTUNITIESOPPORTUNITIES

�More work for ProfessionalsMore work for ProfessionalsMore work for ProfessionalsMore work for Professionals

�Women DirectorsWomen DirectorsWomen DirectorsWomen Directors

� Independent DirectorsIndependent DirectorsIndependent DirectorsIndependent Directors

�Resident DirectorsResident DirectorsResident DirectorsResident Directors

�Registered Registered Registered Registered ValuersValuersValuersValuers

�OPC, Small & Dormant CosOPC, Small & Dormant CosOPC, Small & Dormant CosOPC, Small & Dormant Cos

�Fast Track MergerFast Track MergerFast Track MergerFast Track Merger

�NCLTNCLTNCLTNCLT

Lunawat & Co.

CLASSIFICATION OF COMPANIESCLASSIFICATION OF COMPANIESCLASSIFICATION OF COMPANIESCLASSIFICATION OF COMPANIESLunawat & Co.

• SmallSmallSmallSmall

• OthersOthersOthersOthers

•One Person Company (OPC)One Person Company (OPC)One Person Company (OPC)One Person Company (OPC)

•PrivatePrivatePrivatePrivate

•PublicPublicPublicPublic

•HoldingHoldingHoldingHolding

•SubsidiarySubsidiarySubsidiarySubsidiary

•AssociatesAssociatesAssociatesAssociates

• Limited Limited Limited Limited –––– Shares; GuaranteeShares; GuaranteeShares; GuaranteeShares; Guarantee

• UnlimitedUnlimitedUnlimitedUnlimited

• ListedListedListedListed

• UnlistedUnlistedUnlistedUnlisted

• Charitable ; DormantCharitable ; DormantCharitable ; DormantCharitable ; Dormant

• Outside India; Government Company; Outside India; Government Company; Outside India; Government Company; Outside India; Government Company; NidhiNidhiNidhiNidhi

• Producer CompanyProducer CompanyProducer CompanyProducer Company

PARTNERSHIPSPARTNERSHIPSPARTNERSHIPSPARTNERSHIPS

� Earlier limit of Max. 20 in partnerships. Earlier limit of Max. 20 in partnerships. Earlier limit of Max. 20 in partnerships. Earlier limit of Max. 20 in partnerships.

� Now 50 but shall not exceed 100 Now 50 but shall not exceed 100 Now 50 but shall not exceed 100 Now 50 but shall not exceed 100

� Limits not applicable for an association or Limits not applicable for an association or Limits not applicable for an association or Limits not applicable for an association or

partnership, if it is formed by professionals who partnership, if it is formed by professionals who partnership, if it is formed by professionals who partnership, if it is formed by professionals who

are governed by special Acts (464)are governed by special Acts (464)are governed by special Acts (464)are governed by special Acts (464)

Lunawat & Co.

IMPORTANT DEFINITIONSIMPORTANT DEFINITIONSIMPORTANT DEFINITIONSIMPORTANT DEFINITIONS• Associate CoAssociate CoAssociate CoAssociate Co

• Includes JVIncludes JVIncludes JVIncludes JV

• Significant influence Significant influence Significant influence Significant influence –––– 20% of total capital or 20% of total capital or 20% of total capital or 20% of total capital or business decisions in an agreementbusiness decisions in an agreementbusiness decisions in an agreementbusiness decisions in an agreement

2(6)2(6)2(6)2(6)

• Financial Statement Financial Statement Financial Statement Financial Statement

• B/S, P&L, Cash Flow, statement of changes in B/S, P&L, Cash Flow, statement of changes in B/S, P&L, Cash Flow, statement of changes in B/S, P&L, Cash Flow, statement of changes in equity, any explanatory note to before itemsequity, any explanatory note to before itemsequity, any explanatory note to before itemsequity, any explanatory note to before items

2(40)2(40)2(40)2(40)

• Financial YearFinancial YearFinancial YearFinancial Year

• 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 –––– 31/3 of next yr. 31/3 of next yr. 31/3 of next yr. 31/3 of next yr. ––––align in 2 Yrsalign in 2 Yrsalign in 2 Yrsalign in 2 Yrs

2(41)2(41)2(41)2(41)

• Private companyPrivate companyPrivate companyPrivate company

• 1 L, restricts right to transfer; no of members 200 1 L, restricts right to transfer; no of members 200 1 L, restricts right to transfer; no of members 200 1 L, restricts right to transfer; no of members 200 (employees excluded); prohibits public invitation (employees excluded); prohibits public invitation (employees excluded); prohibits public invitation (employees excluded); prohibits public invitation for securitiesfor securitiesfor securitiesfor securities

2(68)2(68)2(68)2(68)

Lunawat & Co.

IMPORTANT DEFINITIONSIMPORTANT DEFINITIONSIMPORTANT DEFINITIONSIMPORTANT DEFINITIONS

• Related PartyRelated PartyRelated PartyRelated Party2(76)2(76)2(76)2(76)

• Small CompanySmall CompanySmall CompanySmall Company

• Capital < 50 L / < 5 Cr or Turnover , 2Cr / <20 Cr Capital < 50 L / < 5 Cr or Turnover , 2Cr / <20 Cr Capital < 50 L / < 5 Cr or Turnover , 2Cr / <20 Cr Capital < 50 L / < 5 Cr or Turnover , 2Cr / <20 Cr ––––NA to holding, subsidiary, S. 8, Special Act CoNA to holding, subsidiary, S. 8, Special Act CoNA to holding, subsidiary, S. 8, Special Act CoNA to holding, subsidiary, S. 8, Special Act Co

2(85)2(85)2(85)2(85)

• PromoterPromoterPromoterPromoter

• Prospectus , A/R, control over affairs of company, Prospectus , A/R, control over affairs of company, Prospectus , A/R, control over affairs of company, Prospectus , A/R, control over affairs of company, on whose instructions Board actson whose instructions Board actson whose instructions Board actson whose instructions Board acts

2(69)2(69)2(69)2(69)

• KMPKMPKMPKMP

• CEO or MD or Manager; CS, wholeCEO or MD or Manager; CS, wholeCEO or MD or Manager; CS, wholeCEO or MD or Manager; CS, whole----time director; time director; time director; time director; CFO; other prescribedCFO; other prescribedCFO; other prescribedCFO; other prescribed

2(51)2(51)2(51)2(51)

Lunawat & Co.

NEW CONCEPT NEW CONCEPT NEW CONCEPT NEW CONCEPT ---- OPCOPCOPCOPCA company which has only one person as member.A company which has only one person as member.A company which has only one person as member.A company which has only one person as member.

It would be a private company.It would be a private company.It would be a private company.It would be a private company.

MOA to indicate name of person who shall became MOA to indicate name of person who shall became MOA to indicate name of person who shall became MOA to indicate name of person who shall became member in case of death or his incapacity to contract.member in case of death or his incapacity to contract.member in case of death or his incapacity to contract.member in case of death or his incapacity to contract.

Consent of that person to be filed with ROC.Consent of that person to be filed with ROC.Consent of that person to be filed with ROC.Consent of that person to be filed with ROC.

Other person can withdraw his consent any time.Other person can withdraw his consent any time.Other person can withdraw his consent any time.Other person can withdraw his consent any time.

Member can change the name of other person at any Member can change the name of other person at any Member can change the name of other person at any Member can change the name of other person at any time.time.time.time.

"One person company" has be mentioned in (bracket) "One person company" has be mentioned in (bracket) "One person company" has be mentioned in (bracket) "One person company" has be mentioned in (bracket) below the name of company.below the name of company.below the name of company.below the name of company.

Lunawat & Co.

OPCOPCOPCOPC� Can be formed by resident, individual, citizenCan be formed by resident, individual, citizenCan be formed by resident, individual, citizenCan be formed by resident, individual, citizen

� Only Only Only Only resident, individual, resident, individual, resident, individual, resident, individual, citizen can be nomineecitizen can be nomineecitizen can be nomineecitizen can be nominee

� Not more than 1 OPC or nomineeNot more than 1 OPC or nomineeNot more than 1 OPC or nomineeNot more than 1 OPC or nominee

� If nominee becomes member in 2 OPC If nominee becomes member in 2 OPC If nominee becomes member in 2 OPC If nominee becomes member in 2 OPC –––– comply comply comply comply

in 180 daysin 180 daysin 180 daysin 180 days

� Minor cannot be member / nomineeMinor cannot be member / nomineeMinor cannot be member / nomineeMinor cannot be member / nominee

� No AGM / BOD No AGM / BOD No AGM / BOD No AGM / BOD etc. provisionsetc. provisionsetc. provisionsetc. provisions

� No Cash FlowNo Cash FlowNo Cash FlowNo Cash Flow

� FS filing within 180 days FS filing within 180 days FS filing within 180 days FS filing within 180 days

� Can not be incorporated or converted as s. 8 Can not be incorporated or converted as s. 8 Can not be incorporated or converted as s. 8 Can not be incorporated or converted as s. 8 cocococo

Lunawat & Co.

OPCOPCOPCOPC

� No NBFC activitiesNo NBFC activitiesNo NBFC activitiesNo NBFC activities

� Cannot be converted voluntary within 2 yearsCannot be converted voluntary within 2 yearsCannot be converted voluntary within 2 yearsCannot be converted voluntary within 2 years

� Compulsory conversion if:Compulsory conversion if:Compulsory conversion if:Compulsory conversion if:

� Paid up capital increase by 50 Paid up capital increase by 50 Paid up capital increase by 50 Paid up capital increase by 50 LacsLacsLacsLacs; or; or; or; or

� Average annual turnover exceeds 2 Average annual turnover exceeds 2 Average annual turnover exceeds 2 Average annual turnover exceeds 2 CrsCrsCrsCrs

� Two convert within 6 months from happening Two convert within 6 months from happening Two convert within 6 months from happening Two convert within 6 months from happening

� To file form INCTo file form INCTo file form INCTo file form INC----5 within 60 days that it has ceased 5 within 60 days that it has ceased 5 within 60 days that it has ceased 5 within 60 days that it has ceased

to be OPC and is required to be convertedto be OPC and is required to be convertedto be OPC and is required to be convertedto be OPC and is required to be converted

� Contravention Contravention Contravention Contravention –––– F 10K + 1k per dayF 10K + 1k per dayF 10K + 1k per dayF 10K + 1k per day

� A private co can be converted into OPCA private co can be converted into OPCA private co can be converted into OPCA private co can be converted into OPC

Lunawat & Co.

DORMANT COMPANYDORMANT COMPANYDORMANT COMPANYDORMANT COMPANY

Future Project + Future Project + Future Project + Future Project + No Significant No Significant No Significant No Significant

A/A/A/A/cingcingcingcingTransactionTransactionTransactionTransaction

To hold asset + No To hold asset + No To hold asset + No To hold asset + No Significant A/Significant A/Significant A/Significant A/cingcingcingcing

TransactionTransactionTransactionTransaction

Hold intellectual Hold intellectual Hold intellectual Hold intellectual Property + No Property + No Property + No Property + No

Significant A/Significant A/Significant A/Significant A/cingcingcingcingTransactionTransactionTransactionTransaction

Inactive CompanyInactive CompanyInactive CompanyInactive Company

DormantDormantDormantDormant

Lunawat & Co.

SIGNIFICANT ACCOUNTING TRANSACTIONSIGNIFICANT ACCOUNTING TRANSACTIONSIGNIFICANT ACCOUNTING TRANSACTIONSIGNIFICANT ACCOUNTING TRANSACTION

AnyAnyAnyAny transactiontransactiontransactiontransaction otherotherotherother thanthanthanthan::::

Lunawat & Co.

INACTIVE COMPANYINACTIVE COMPANYINACTIVE COMPANYINACTIVE COMPANYLunawat & Co.

CONDITIONS TO BE COMPLIEDCONDITIONS TO BE COMPLIEDCONDITIONS TO BE COMPLIEDCONDITIONS TO BE COMPLIEDLunawat & Co.

• To obtain at least ¾ shareholders consent in To obtain at least ¾ shareholders consent in To obtain at least ¾ shareholders consent in To obtain at least ¾ shareholders consent in

value or Special Resolutionvalue or Special Resolutionvalue or Special Resolutionvalue or Special Resolution

• No pending inspection, inquiry or investigation No pending inspection, inquiry or investigation No pending inspection, inquiry or investigation No pending inspection, inquiry or investigation

• No prosecution has been initiated and pendingNo prosecution has been initiated and pendingNo prosecution has been initiated and pendingNo prosecution has been initiated and pending

• No outstanding public deposits or defaultNo outstanding public deposits or defaultNo outstanding public deposits or defaultNo outstanding public deposits or default

• No outstanding secured / unsecured loans. If No outstanding secured / unsecured loans. If No outstanding secured / unsecured loans. If No outstanding secured / unsecured loans. If

unsecured, consent would dounsecured, consent would dounsecured, consent would dounsecured, consent would do

• No dispute for ownership / management of co.No dispute for ownership / management of co.No dispute for ownership / management of co.No dispute for ownership / management of co.

• No outstanding statutory dues, taxes, etc.No outstanding statutory dues, taxes, etc.No outstanding statutory dues, taxes, etc.No outstanding statutory dues, taxes, etc.

• No default in payment of workmen duesNo default in payment of workmen duesNo default in payment of workmen duesNo default in payment of workmen dues

• Not a listed co.Not a listed co.Not a listed co.Not a listed co.

COMPLIANCECOMPLIANCECOMPLIANCECOMPLIANCELunawat & Co.

• Apply in Form MSC 1Apply in Form MSC 1Apply in Form MSC 1Apply in Form MSC 1

• Annual Return in MSC 3 within 30 days from Annual Return in MSC 3 within 30 days from Annual Return in MSC 3 within 30 days from Annual Return in MSC 3 within 30 days from

end of year end of year end of year end of year –––– financials to be audited by CAfinancials to be audited by CAfinancials to be audited by CAfinancials to be audited by CA

• Cannot remain dormant for consecutive 5 Cannot remain dormant for consecutive 5 Cannot remain dormant for consecutive 5 Cannot remain dormant for consecutive 5

yearsyearsyearsyears

• Can apply to be active in MSC 4Can apply to be active in MSC 4Can apply to be active in MSC 4Can apply to be active in MSC 4

• If does some activity If does some activity If does some activity If does some activity –––– apply for being active apply for being active apply for being active apply for being active

within 7 dayswithin 7 dayswithin 7 dayswithin 7 days

• If ROC finds that it is not inactive If ROC finds that it is not inactive If ROC finds that it is not inactive If ROC finds that it is not inactive –––– it may it may it may it may

treat it as activetreat it as activetreat it as activetreat it as active

BENEFITSBENEFITSBENEFITSBENEFITSLunawat & Co.

• No cash flow statementNo cash flow statementNo cash flow statementNo cash flow statement

• No rotation of auditorsNo rotation of auditorsNo rotation of auditorsNo rotation of auditors

• Audit to be doneAudit to be doneAudit to be doneAudit to be done

• Only single returnOnly single returnOnly single returnOnly single return

• Minimum 2 meetings not 4 requiredMinimum 2 meetings not 4 requiredMinimum 2 meetings not 4 requiredMinimum 2 meetings not 4 required

• Can file return of allotment or change Can file return of allotment or change Can file return of allotment or change Can file return of allotment or change

in directors returnsin directors returnsin directors returnsin directors returns

Lunawat & Co.

IncorporationIncorporationIncorporationIncorporation

FORMATIONFORMATIONFORMATIONFORMATION

For Lawful Purpose

Public

Private

OPC

Lunawat & Co.

LIABILITYLIABILITYLIABILITYLIABILITY

Limited by Limited by Limited by Limited by SharesSharesSharesShares

Limited by Limited by Limited by Limited by GuaranteeGuaranteeGuaranteeGuarantee

UnlimitedUnlimitedUnlimitedUnlimited

Lunawat & Co.

COMMENCEMENTCOMMENCEMENTCOMMENCEMENTCOMMENCEMENT

Reserve Name Reserve Name Reserve Name Reserve Name –––– INC INC INC INC ----1111

File documents File documents File documents File documents OPC OPC OPC OPC –––– INCINCINCINC----2; 2; 2; 2; Others Others Others Others –––– INCINCINCINC----7777

Company Company Company Company Incorporated Incorporated Incorporated Incorporated ––––

INC 11INC 11INC 11INC 11

Find Registered Find Registered Find Registered Find Registered Office Office Office Office –––– 15 15 15 15

daysdaysdaysdays

Submit R.O. Submit R.O. Submit R.O. Submit R.O. verification verification verification verification ––––INC 22 INC 22 INC 22 INC 22 ---- 30 30 30 30

DaysDaysDaysDays

File declaration INC File declaration INC File declaration INC File declaration INC 21 21 21 21 ---- subscribers subscribers subscribers subscribers have paid & RO have paid & RO have paid & RO have paid & RO statement filedstatement filedstatement filedstatement filed

Commence Commence Commence Commence BusinessBusinessBusinessBusiness

Lunawat & Co.

COMMENCEMENT COMMENCEMENT COMMENCEMENT COMMENCEMENT ---- PENALTIESPENALTIESPENALTIESPENALTIES

Name obtained by wrong Name obtained by wrong Name obtained by wrong Name obtained by wrong particulars [4(5)(ii)]particulars [4(5)(ii)]particulars [4(5)(ii)]particulars [4(5)(ii)]

If incorporatedIf incorporatedIf incorporatedIf incorporated

•Strike off/removeStrike off/removeStrike off/removeStrike off/remove

•Action u/s 447 / 448Action u/s 447 / 448Action u/s 447 / 448Action u/s 447 / 448

If not incorporatedIf not incorporatedIf not incorporatedIf not incorporated

•Cancel nameCancel nameCancel nameCancel name

•Penalty Penalty Penalty Penalty uptouptouptoupto 1 L1 L1 L1 L

Start of business / Start of business / Start of business / Start of business / borrowing without filing borrowing without filing borrowing without filing borrowing without filing statements [11(2)]statements [11(2)]statements [11(2)]statements [11(2)]

P P P P –––– Co Co Co Co ----5 k5 k5 k5 k

OID OID OID OID ---- F F F F uptouptouptoupto 1k 1k 1k 1k p.dp.dp.dp.d....

Removal of name if Removal of name if Removal of name if Removal of name if subs. do not pay in 180 subs. do not pay in 180 subs. do not pay in 180 subs. do not pay in 180 days & Declaration not days & Declaration not days & Declaration not days & Declaration not

filed [248(1)(b)]filed [248(1)(b)]filed [248(1)(b)]filed [248(1)(b)]

Lunawat & Co.

IMPORTANT ISSUES IMPORTANT ISSUES IMPORTANT ISSUES IMPORTANT ISSUES ---- INCORPORATIONINCORPORATIONINCORPORATIONINCORPORATION

•Main ObjectsMain ObjectsMain ObjectsMain ObjectsMOAMOAMOAMOA

•Private Limited DefinitionPrivate Limited DefinitionPrivate Limited DefinitionPrivate Limited Definition

•Entrenchment ClausesEntrenchment ClausesEntrenchment ClausesEntrenchment ClausesAOAAOAAOAAOA

• Letter, bill, notice, official publication Letter, bill, notice, official publication Letter, bill, notice, official publication Letter, bill, notice, official publication

• Name, Address, CIN; Tel, fax, eName, Address, CIN; Tel, fax, eName, Address, CIN; Tel, fax, eName, Address, CIN; Tel, fax, e----mail, website (if mail, website (if mail, website (if mail, website (if any) any) any) any)

• Penalty: Co + OID Penalty: Co + OID Penalty: Co + OID Penalty: Co + OID ––––1K 1K 1K 1K p.dp.dp.dp.d....–––– maxmaxmaxmax–––– 1 L1 L1 L1 L

DocumentsDocumentsDocumentsDocuments

•If proved at any time that co was If proved at any time that co was If proved at any time that co was If proved at any time that co was incorporated with false particulars incorporated with false particulars incorporated with false particulars incorporated with false particulars ––––promoters, 1promoters, 1promoters, 1promoters, 1stststst directors, declarants directors, declarants directors, declarants directors, declarants ----447447447447

After IncAfter IncAfter IncAfter Inc....

Lunawat & Co.

NAME RESERVATION NAME RESERVATION NAME RESERVATION NAME RESERVATION ---- RULESRULESRULESRULES

� Name guidelines Name guidelines Name guidelines Name guidelines

� If company has changed its activities & change is If company has changed its activities & change is If company has changed its activities & change is If company has changed its activities & change is

not reflected in its name not reflected in its name not reflected in its name not reflected in its name –––– change name change name change name change name ----

6mnths6mnths6mnths6mnths

� If you use name of other than promoter or their If you use name of other than promoter or their If you use name of other than promoter or their If you use name of other than promoter or their

close blood relative close blood relative close blood relative close blood relative –––– no objection from them no objection from them no objection from them no objection from them

� If you use name of relatives If you use name of relatives If you use name of relatives If you use name of relatives –––– proof of relation to proof of relation to proof of relation to proof of relation to

be attached.be attached.be attached.be attached.

� MMMMandatoryandatoryandatoryandatory to furnish the significance and proof to furnish the significance and proof to furnish the significance and proof to furnish the significance and proof

for use of coined words made out of the name of for use of coined words made out of the name of for use of coined words made out of the name of for use of coined words made out of the name of

the promoters or their relatives. the promoters or their relatives. the promoters or their relatives. the promoters or their relatives.

Lunawat & Co.

NAME RESERVATIONNAME RESERVATIONNAME RESERVATIONNAME RESERVATION

� To declare in affirmative or negative whether To declare in affirmative or negative whether To declare in affirmative or negative whether To declare in affirmative or negative whether

they are using or have been using in the last 5 they are using or have been using in the last 5 they are using or have been using in the last 5 they are using or have been using in the last 5

years in prop. or partnership years in prop. or partnership years in prop. or partnership years in prop. or partnership –––– NOC.NOC.NOC.NOC.

� INC 1 INC 1 INC 1 INC 1 ---- Attention Attention Attention Attention is drawn to is drawn to is drawn to is drawn to provisions provisions provisions provisions of of of of ss. ss. ss. ss. 7(5) 7(5) 7(5) 7(5) & & & &

7(6) which, inter7(6) which, inter7(6) which, inter7(6) which, inter----alia, provides that furnishing alia, provides that furnishing alia, provides that furnishing alia, provides that furnishing of any of any of any of any

false or incorrect particulars of any information or false or incorrect particulars of any information or false or incorrect particulars of any information or false or incorrect particulars of any information or

suppression of any material information shall suppression of any material information shall suppression of any material information shall suppression of any material information shall

attract attract attract attract punishment for punishment for punishment for punishment for fraud under section fraud under section fraud under section fraud under section 447.447.447.447.

� Attention Attention Attention Attention is also drawn to provisions of section 448 is also drawn to provisions of section 448 is also drawn to provisions of section 448 is also drawn to provisions of section 448

and 449 of the Companies Act, and 449 of the Companies Act, and 449 of the Companies Act, and 449 of the Companies Act, 2013 which 2013 which 2013 which 2013 which provide provide provide provide

for punishment for false statement and punishment for punishment for false statement and punishment for punishment for false statement and punishment for punishment for false statement and punishment

for false evidence respectively.for false evidence respectively.for false evidence respectively.for false evidence respectively.

Lunawat & Co.

DOCUMENTS FOR INCORPORATIONDOCUMENTS FOR INCORPORATIONDOCUMENTS FOR INCORPORATIONDOCUMENTS FOR INCORPORATION� MOA & AOAMOA & AOAMOA & AOAMOA & AOA

� Declaration by Professional in INC Declaration by Professional in INC Declaration by Professional in INC Declaration by Professional in INC –––– 8888

� Affidavit from subscribers & 1Affidavit from subscribers & 1Affidavit from subscribers & 1Affidavit from subscribers & 1stststst Directors Directors Directors Directors ––––INC INC INC INC ---- 9999

� Particulars of Subscribers to include Particulars of Subscribers to include Particulars of Subscribers to include Particulars of Subscribers to include –––– Photo, Photo, Photo, Photo,

Date & Place of Birth, educational qualification, Date & Place of Birth, educational qualification, Date & Place of Birth, educational qualification, Date & Place of Birth, educational qualification,

PAN, 1 ID proof , residential proof, PAN, 1 ID proof , residential proof, PAN, 1 ID proof , residential proof, PAN, 1 ID proof , residential proof, iiiif duration f duration f duration f duration of of of of

stay at present address stay at present address stay at present address stay at present address <1 <1 <1 <1 YrYrYrYr prev. addressprev. addressprev. addressprev. address

� Specimen signature & latest photo duly verified Specimen signature & latest photo duly verified Specimen signature & latest photo duly verified Specimen signature & latest photo duly verified

by banker or notary in INC by banker or notary in INC by banker or notary in INC by banker or notary in INC –––– 10101010

� Director’s interest in other concerns and consent Director’s interest in other concerns and consent Director’s interest in other concerns and consent Director’s interest in other concerns and consent

in DIR in DIR in DIR in DIR –––– 2 & DIR 2 & DIR 2 & DIR 2 & DIR ---- 12121212

Lunawat & Co.

CONVERSIONS OF COMPANIESCONVERSIONS OF COMPANIESCONVERSIONS OF COMPANIESCONVERSIONS OF COMPANIESLunawat & Co.

CONVERSIONSCONVERSIONSCONVERSIONSCONVERSIONS• Alter AOAAlter AOAAlter AOAAlter AOA

• Alter MOA (no CG approval) Alter MOA (no CG approval) Alter MOA (no CG approval) Alter MOA (no CG approval) –––– S.13S.13S.13S.13Private to PublicPrivate to PublicPrivate to PublicPrivate to Public

• Alter AOAAlter AOAAlter AOAAlter AOA

• Alter MOA (no CG approval for name)Alter MOA (no CG approval for name)Alter MOA (no CG approval for name)Alter MOA (no CG approval for name)

• Tribunal approval (14)Tribunal approval (14)Tribunal approval (14)Tribunal approval (14)Public to PrivatePublic to PrivatePublic to PrivatePublic to Private

• S. 18 . Turnover / capital criteriaS. 18 . Turnover / capital criteriaS. 18 . Turnover / capital criteriaS. 18 . Turnover / capital criteria

• Private or Public (R. 6)Private or Public (R. 6)Private or Public (R. 6)Private or Public (R. 6)OPC to otherOPC to otherOPC to otherOPC to other

•Rule 7Rule 7Rule 7Rule 7

•Turnover / Capital CriteriaTurnover / Capital CriteriaTurnover / Capital CriteriaTurnover / Capital Criteria

•SR and No objection from members and creditorsSR and No objection from members and creditorsSR and No objection from members and creditorsSR and No objection from members and creditorsPrivate to OPCPrivate to OPCPrivate to OPCPrivate to OPC

• S. 65S. 65S. 65S. 65

• Alter MOA & AOAAlter MOA & AOAAlter MOA & AOAAlter MOA & AOA

Unlimited to Unlimited to Unlimited to Unlimited to LimitedLimitedLimitedLimited

• Rule 21Rule 21Rule 21Rule 21S. 8 to otherS. 8 to otherS. 8 to otherS. 8 to other

Lunawat & Co.

Lunawat & Co.

ISSUEISSUEISSUEISSUE

PublicPublicPublicPublicPublic IssuePublic IssuePublic IssuePublic Issue

Private Private Private Private PlacementPlacementPlacementPlacementPreferential Preferential Preferential Preferential

IssueIssueIssueIssue

RightRightRightRight

BonusBonusBonusBonus

PrivatePrivatePrivatePrivatePrivate Private Private Private

PlacementPlacementPlacementPlacementPreferential Preferential Preferential Preferential

IssueIssueIssueIssue

RightRightRightRight

BonusBonusBonusBonus

Lunawat & Co.

ALTER (61)ALTER (61)ALTER (61)ALTER (61)

Increase authorised capitalIncrease authorised capitalIncrease authorised capitalIncrease authorised capital

SubSubSubSub----dividedividedividedivide

Cancel shares not been takenCancel shares not been takenCancel shares not been takenCancel shares not been taken

Convert into stock and reconvert into shares of Convert into stock and reconvert into shares of Convert into stock and reconvert into shares of Convert into stock and reconvert into shares of any denominationany denominationany denominationany denomination

Consolidate and divide Consolidate and divide Consolidate and divide Consolidate and divide

Lunawat & Co.

ALTERATION TO BE FILEDALTERATION TO BE FILEDALTERATION TO BE FILEDALTERATION TO BE FILED

� Form SH 7 Form SH 7 Form SH 7 Form SH 7

� To be filed in 30 daysTo be filed in 30 daysTo be filed in 30 daysTo be filed in 30 days

� Delay Delay Delay Delay uptouptouptoupto 6 months 6 months 6 months 6 months –––– 2.5% per month2.5% per month2.5% per month2.5% per month

� Delay beyond 6 months Delay beyond 6 months Delay beyond 6 months Delay beyond 6 months –––– 3% p.m.3% p.m.3% p.m.3% p.m.

� Also fine on Co. & OID:Also fine on Co. & OID:Also fine on Co. & OID:Also fine on Co. & OID:

� Minimum fine Minimum fine Minimum fine Minimum fine RsRsRsRs. 1000 per day. 1000 per day. 1000 per day. 1000 per day

� Maximum Maximum Maximum Maximum –––– RsRsRsRs. 5 . 5 . 5 . 5 LacsLacsLacsLacs

Lunawat & Co.

IMPORTANT PENALTIESIMPORTANT PENALTIESIMPORTANT PENALTIESIMPORTANT PENALTIES

Sec.Sec.Sec.Sec. ProvisionProvisionProvisionProvision PenaltyPenaltyPenaltyPenalty

46(5)46(5)46(5)46(5) IssuingIssuingIssuingIssuing ofofofof duplicateduplicateduplicateduplicate shareshareshareshare

certificatescertificatescertificatescertificates withwithwithwith intentionintentionintentionintention totototo

defrauddefrauddefrauddefraud

MinMinMinMin ----5 times of face value 5 times of face value 5 times of face value 5 times of face value

of share involved ; of share involved ; of share involved ; of share involved ;

Maximum 10 times or 10 Maximum 10 times or 10 Maximum 10 times or 10 Maximum 10 times or 10

Cr., whichever is higher Cr., whichever is higher Cr., whichever is higher Cr., whichever is higher

++++ Liable for action U/s Liable for action U/s Liable for action U/s Liable for action U/s

447447447447

60(2)60(2)60(2)60(2) Failure to display subscribed Failure to display subscribed Failure to display subscribed Failure to display subscribed

and paid up capital, and paid up capital, and paid up capital, and paid up capital,

wherever wherever wherever wherever authorisedauthorisedauthorisedauthorised capital capital capital capital

is mentioned, with equal is mentioned, with equal is mentioned, with equal is mentioned, with equal

prominent position and prominent position and prominent position and prominent position and

equal conspicuous equal conspicuous equal conspicuous equal conspicuous

characters.characters.characters.characters.

•Rs 10000/Rs 10000/Rs 10000/Rs 10000/---- per default per default per default per default ––––

CoCoCoCo

•Rs 5000/Rs 5000/Rs 5000/Rs 5000/---- per default per default per default per default ----

OIDOIDOIDOID

Lunawat & Co.

PRIVATE PLACEMENTPRIVATE PLACEMENTPRIVATE PLACEMENTPRIVATE PLACEMENT

Special Resolution Special Resolution Special Resolution Special Resolution ––––MGT MGT MGT MGT ----14 (earlier 14 (earlier 14 (earlier 14 (earlier offer should be offer should be offer should be offer should be

complete)complete)complete)complete)

Send letter of offer Send letter of offer Send letter of offer Send letter of offer to persons from to persons from to persons from to persons from

whom money to be whom money to be whom money to be whom money to be raised < 50 persons raised < 50 persons raised < 50 persons raised < 50 persons

> 200 per > 200 per > 200 per > 200 per yryryryr

Send the detail of Send the detail of Send the detail of Send the detail of persons to whom persons to whom persons to whom persons to whom offer sent to ROC offer sent to ROC offer sent to ROC offer sent to ROC within 30 days within 30 days within 30 days within 30 days

On receiving On receiving On receiving On receiving amount, allot within amount, allot within amount, allot within amount, allot within

60 days60 days60 days60 days

If not allotted refund If not allotted refund If not allotted refund If not allotted refund within 15 dayswithin 15 dayswithin 15 dayswithin 15 days

If not refunded pay If not refunded pay If not refunded pay If not refunded pay inttinttinttintt @ 12%@ 12%@ 12%@ 12%

Lunawat & Co.

PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT ---- PROCEDUREPROCEDUREPROCEDUREPROCEDURE

� Offer letter in PAS 4 + application form serial Offer letter in PAS 4 + application form serial Offer letter in PAS 4 + application form serial Offer letter in PAS 4 + application form serial

numbered + addressed to specific person numbered + addressed to specific person numbered + addressed to specific person numbered + addressed to specific person –––– to be to be to be to be

sent in writing or electronic modesent in writing or electronic modesent in writing or electronic modesent in writing or electronic mode

� While passing special resolution While passing special resolution While passing special resolution While passing special resolution –––– basis or basis or basis or basis or

justification of pricing (including premium) to be justification of pricing (including premium) to be justification of pricing (including premium) to be justification of pricing (including premium) to be

made in explanatory statementmade in explanatory statementmade in explanatory statementmade in explanatory statement

� Offer per person can not be for less than Offer per person can not be for less than Offer per person can not be for less than Offer per person can not be for less than RsRsRsRs. 20K. 20K. 20K. 20K

� Payment to be made from bank A/c of person Payment to be made from bank A/c of person Payment to be made from bank A/c of person Payment to be made from bank A/c of person

subscribingsubscribingsubscribingsubscribing

� Company to keep record of such Bank A/cCompany to keep record of such Bank A/cCompany to keep record of such Bank A/cCompany to keep record of such Bank A/c

� To maintain complete record in PAS To maintain complete record in PAS To maintain complete record in PAS To maintain complete record in PAS –––– 5555 and PAS 4 and PAS 4 and PAS 4 and PAS 4

to be filed with ROCto be filed with ROCto be filed with ROCto be filed with ROC

Lunawat & Co.

PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT –––– OFFER LETTEROFFER LETTEROFFER LETTEROFFER LETTER

� Business carried out by Co & subsidiariesBusiness carried out by Co & subsidiariesBusiness carried out by Co & subsidiariesBusiness carried out by Co & subsidiaries

� Management’s perception of risk factorsManagement’s perception of risk factorsManagement’s perception of risk factorsManagement’s perception of risk factors

� Details of default including interest Details of default including interest Details of default including interest Details of default including interest –––– statutory dues, statutory dues, statutory dues, statutory dues,

deposit, loan, deposit, loan, deposit, loan, deposit, loan, etcetcetcetc

� Time schedule for which offer is validTime schedule for which offer is validTime schedule for which offer is validTime schedule for which offer is valid

� Price of offer and its justification Price of offer and its justification Price of offer and its justification Price of offer and its justification

� Name & Address of the Name & Address of the Name & Address of the Name & Address of the valuervaluervaluervaluer who did valuationwho did valuationwho did valuationwho did valuation

� Purpose and object of offerPurpose and object of offerPurpose and object of offerPurpose and object of offer

� Contribution by promoters or directors Contribution by promoters or directors Contribution by promoters or directors Contribution by promoters or directors

� Disclosure of interest of director, promoter or KMPDisclosure of interest of director, promoter or KMPDisclosure of interest of director, promoter or KMPDisclosure of interest of director, promoter or KMP

� Details of litigation pendingDetails of litigation pendingDetails of litigation pendingDetails of litigation pending

Lunawat & Co.

PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT –––– OFFER LETTEROFFER LETTEROFFER LETTEROFFER LETTER

� Remuneration of directors for current + last 3 Remuneration of directors for current + last 3 Remuneration of directors for current + last 3 Remuneration of directors for current + last 3

yrsyrsyrsyrs

� Related party transaction for last 3 years Related party transaction for last 3 years Related party transaction for last 3 years Related party transaction for last 3 years

relating to loans, guarantee or securitiesrelating to loans, guarantee or securitiesrelating to loans, guarantee or securitiesrelating to loans, guarantee or securities

� Auditors’ Auditors’ Auditors’ Auditors’ reservations or qualifications or reservations or qualifications or reservations or qualifications or reservations or qualifications or

adverse remarks adverse remarks adverse remarks adverse remarks for last 5 years for last 5 years for last 5 years for last 5 years –––– its impact its impact its impact its impact

on FS & corrective action taken / proposed for on FS & corrective action taken / proposed for on FS & corrective action taken / proposed for on FS & corrective action taken / proposed for

each commenteach commenteach commenteach comment

� Material frauds last 3 yearsMaterial frauds last 3 yearsMaterial frauds last 3 yearsMaterial frauds last 3 years

Lunawat & Co.

PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT –––– OFFER LETTEROFFER LETTEROFFER LETTEROFFER LETTER

� Financial position Financial position Financial position Financial position ––––

� Capital structure before & after; Capital structure before & after; Capital structure before & after; Capital structure before & after;

� Profit before & after tax for 3 yearsProfit before & after tax for 3 yearsProfit before & after tax for 3 yearsProfit before & after tax for 3 years

� Dividend last 3 yearsDividend last 3 yearsDividend last 3 yearsDividend last 3 years

� Interest Interest Interest Interest coverage ratio for last three years (Cash coverage ratio for last three years (Cash coverage ratio for last three years (Cash coverage ratio for last three years (Cash

profit after tax plus interest paid/interest paid) profit after tax plus interest paid/interest paid) profit after tax plus interest paid/interest paid) profit after tax plus interest paid/interest paid)

� Summary of financial position including Cash Flows Summary of financial position including Cash Flows Summary of financial position including Cash Flows Summary of financial position including Cash Flows

---- last 3 years last 3 years last 3 years last 3 years –––– auditedauditedauditedaudited

� Change in Accounting policies in last 3 years and its Change in Accounting policies in last 3 years and its Change in Accounting policies in last 3 years and its Change in Accounting policies in last 3 years and its

effect on profits & Reserveseffect on profits & Reserveseffect on profits & Reserveseffect on profits & Reserves

� Declaration by director of complianceDeclaration by director of complianceDeclaration by director of complianceDeclaration by director of compliance

Lunawat & Co.

PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT PRIVATE PLACEMENT ---- CAUTIONCAUTIONCAUTIONCAUTION�Money to be kept in separate bank A/cMoney to be kept in separate bank A/cMoney to be kept in separate bank A/cMoney to be kept in separate bank A/c

� On allotment file PAS On allotment file PAS On allotment file PAS On allotment file PAS ----3 in 30 days, 3 in 30 days, 3 in 30 days, 3 in 30 days,

detail to include PAN & edetail to include PAN & edetail to include PAN & edetail to include PAN & e----mail idmail idmail idmail id

� Cannot be in cashCannot be in cashCannot be in cashCannot be in cash

� If not followed If not followed If not followed If not followed ---- Penalty Penalty Penalty Penalty on company, on company, on company, on company,

promoters and directors promoters and directors promoters and directors promoters and directors

� Amount involved or 2 Cr, whichever is Amount involved or 2 Cr, whichever is Amount involved or 2 Cr, whichever is Amount involved or 2 Cr, whichever is highhighhighhigh

� RRRRefund money within 30 days of imposing penaltyefund money within 30 days of imposing penaltyefund money within 30 days of imposing penaltyefund money within 30 days of imposing penalty

� Effective from 01.04.2014Effective from 01.04.2014Effective from 01.04.2014Effective from 01.04.2014

Lunawat & Co.

RIGHTS ISSUE (62)RIGHTS ISSUE (62)RIGHTS ISSUE (62)RIGHTS ISSUE (62)� To existing shareholdersTo existing shareholdersTo existing shareholdersTo existing shareholders

� To send letter of offer by notice To send letter of offer by notice To send letter of offer by notice To send letter of offer by notice –––– time time time time –––– 15151515---- 30 days30 days30 days30 days

� Right to renunciation unless articles provide Right to renunciation unless articles provide Right to renunciation unless articles provide Right to renunciation unless articles provide

otherwiseotherwiseotherwiseotherwise

� After time board to dispose of them in such manner After time board to dispose of them in such manner After time board to dispose of them in such manner After time board to dispose of them in such manner

not disadvantageous to shareholder & Co.not disadvantageous to shareholder & Co.not disadvantageous to shareholder & Co.not disadvantageous to shareholder & Co.

� ESOP subject to SR and RulesESOP subject to SR and RulesESOP subject to SR and RulesESOP subject to SR and Rules

� Preferential Issue Preferential Issue Preferential Issue Preferential Issue –––– to comply with PPto comply with PPto comply with PPto comply with PP

� Not applicable to Not applicable to Not applicable to Not applicable to � Conversion of deb. into equity & earlier SR already passedConversion of deb. into equity & earlier SR already passedConversion of deb. into equity & earlier SR already passedConversion of deb. into equity & earlier SR already passed

� Conversion when loan or debenture taken from Govt.Conversion when loan or debenture taken from Govt.Conversion when loan or debenture taken from Govt.Conversion when loan or debenture taken from Govt.

Lunawat & Co.

SHARES OTHER THAN CASHSHARES OTHER THAN CASHSHARES OTHER THAN CASHSHARES OTHER THAN CASH� No specific provision in the Act (Old Act No specific provision in the Act (Old Act No specific provision in the Act (Old Act No specific provision in the Act (Old Act ––––

S. 75)S. 75)S. 75)S. 75)

� Form PAS 3 Form PAS 3 Form PAS 3 Form PAS 3 ---- SR requiredSR requiredSR requiredSR required

� Property and assets requiredProperty and assets requiredProperty and assets requiredProperty and assets required

� GoodwillGoodwillGoodwillGoodwill

� ServicesServicesServicesServices

� Conversion of debenturesConversion of debenturesConversion of debenturesConversion of debentures

� Conversion of LoansConversion of LoansConversion of LoansConversion of Loans

� Debt structure of co after allotment of Debt structure of co after allotment of Debt structure of co after allotment of Debt structure of co after allotment of

securities to be given in PAS 3securities to be given in PAS 3securities to be given in PAS 3securities to be given in PAS 3

Lunawat & Co.

DEPOSITSDEPOSITSDEPOSITSDEPOSITS

� Chapter VChapter VChapter VChapter V

� Sections 73Sections 73Sections 73Sections 73----76767676

� Applicable from 1.4.2014Applicable from 1.4.2014Applicable from 1.4.2014Applicable from 1.4.2014

� Companies (Acceptance of Deposits) Rules, Companies (Acceptance of Deposits) Rules, Companies (Acceptance of Deposits) Rules, Companies (Acceptance of Deposits) Rules,

2013. 2013. 2013. 2013.

Lunawat & Co.

DEPOSITSDEPOSITSDEPOSITSDEPOSITS

�Following may invite, accept or renew Following may invite, accept or renew Following may invite, accept or renew Following may invite, accept or renew

deposits :deposits :deposits :deposits :

�Banking companies Banking companies Banking companies Banking companies ---- (RBI); (RBI); (RBI); (RBI);

�Non Banking Financial Companies (NBFC) Non Banking Financial Companies (NBFC) Non Banking Financial Companies (NBFC) Non Banking Financial Companies (NBFC) ––––

(RBI);(RBI);(RBI);(RBI);

�Notified companies; Notified companies; Notified companies; Notified companies;

�Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or

turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)

�Others Others Others Others –––– only from its members subject to only from its members subject to only from its members subject to only from its members subject to

certain conditions (73(2)). certain conditions (73(2)). certain conditions (73(2)). certain conditions (73(2)).

Lunawat & Co.

ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014

� Apply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFC

� Deposit includes receipt of money by way of loan, Deposit includes receipt of money by way of loan, Deposit includes receipt of money by way of loan, Deposit includes receipt of money by way of loan,

deposit or other form, but does not include:deposit or other form, but does not include:deposit or other form, but does not include:deposit or other form, but does not include:

� Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.

� Amount from foreign Amount from foreign Amount from foreign Amount from foreign govtgovtgovtgovt, bank, , bank, , bank, , bank, etcetcetcetc as per FEMAas per FEMAas per FEMAas per FEMA

� Amount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPs

� ICDICDICDICD

� Share appl. money, except not allotted/refundedShare appl. money, except not allotted/refundedShare appl. money, except not allotted/refundedShare appl. money, except not allotted/refunded

� Amount received from director out of his own fundsAmount received from director out of his own fundsAmount received from director out of his own fundsAmount received from director out of his own funds

� Convertible bond / debenture Convertible bond / debenture Convertible bond / debenture Convertible bond / debenture –––– shares within 5 yearsshares within 5 yearsshares within 5 yearsshares within 5 years

� Interest free security deposit Interest free security deposit Interest free security deposit Interest free security deposit –––– employee employee employee employee –––– 1 1 1 1 yryryryr salarysalarysalarysalary

Lunawat & Co.

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014

� Interest free amount received in TrustInterest free amount received in TrustInterest free amount received in TrustInterest free amount received in Trust

� Business advances:Business advances:Business advances:Business advances:

� Supply of goods / services Supply of goods / services Supply of goods / services Supply of goods / services –––– within 365 dayswithin 365 dayswithin 365 dayswithin 365 days

� Against property Against property Against property Against property –––– if adjusted as per agreement if adjusted as per agreement if adjusted as per agreement if adjusted as per agreement

� SSSSecurity deposit for performance of contract for ecurity deposit for performance of contract for ecurity deposit for performance of contract for ecurity deposit for performance of contract for

supply of goods or provision of servicessupply of goods or provision of servicessupply of goods or provision of servicessupply of goods or provision of services

� AAAAdvance under long term projects or for supply of dvance under long term projects or for supply of dvance under long term projects or for supply of dvance under long term projects or for supply of

capital goodscapital goodscapital goodscapital goods

� If Co. accepting money does not have necessary If Co. accepting money does not have necessary If Co. accepting money does not have necessary If Co. accepting money does not have necessary

permission or approval to deal in goods or permission or approval to deal in goods or permission or approval to deal in goods or permission or approval to deal in goods or

properties or services properties or services properties or services properties or services ----DepositDepositDepositDeposit

Lunawat & Co.

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014

� Promoters Promoters Promoters Promoters ---- stipulation of any FI or a banks:stipulation of any FI or a banks:stipulation of any FI or a banks:stipulation of any FI or a banks:----

� loan is brought in pursuance of the stipulation imposed by the loan is brought in pursuance of the stipulation imposed by the loan is brought in pursuance of the stipulation imposed by the loan is brought in pursuance of the stipulation imposed by the

lending institutions on the promoters to contribute such lending institutions on the promoters to contribute such lending institutions on the promoters to contribute such lending institutions on the promoters to contribute such

finance; andfinance; andfinance; andfinance; and

� loan is provided by the promoters themselves and/or by their loan is provided by the promoters themselves and/or by their loan is provided by the promoters themselves and/or by their loan is provided by the promoters themselves and/or by their

relatives.relatives.relatives.relatives.

� Exemption available only till loans are repaidExemption available only till loans are repaidExemption available only till loans are repaidExemption available only till loans are repaid

� Amt. received by Amt. received by Amt. received by Amt. received by NidhiNidhiNidhiNidhi companiescompaniescompaniescompanies

� Public / Eligible Public / Eligible Public / Eligible Public / Eligible –––– deposit deposit deposit deposit –––– 6 m to 36 m6 m to 36 m6 m to 36 m6 m to 36 m

� If <6, 3 months If <6, 3 months If <6, 3 months If <6, 3 months ---- 10% of capital + free reserves10% of capital + free reserves10% of capital + free reserves10% of capital + free reserves

� Total deposit from members <25% of C + F. ReserveTotal deposit from members <25% of C + F. ReserveTotal deposit from members <25% of C + F. ReserveTotal deposit from members <25% of C + F. Reserve

� Rate of Rate of Rate of Rate of InttInttInttIntt & commission not to exceed NBFC norms& commission not to exceed NBFC norms& commission not to exceed NBFC norms& commission not to exceed NBFC norms

Lunawat & Co.

EXISTING DEPOSITSEXISTING DEPOSITSEXISTING DEPOSITSEXISTING DEPOSITS

� Prepare a list and file with ROC within 3 months from Prepare a list and file with ROC within 3 months from Prepare a list and file with ROC within 3 months from Prepare a list and file with ROC within 3 months from

1.4.20141.4.20141.4.20141.4.2014

� Repay to the depositors within 1 yearRepay to the depositors within 1 yearRepay to the depositors within 1 yearRepay to the depositors within 1 year

� NonNonNonNon----compliance:compliance:compliance:compliance:

� amount amount amount amount to be repaid along with interest to be repaid along with interest to be repaid along with interest to be repaid along with interest

� fine fine fine fine on Company on Company on Company on Company ––––

�minimum minimum minimum minimum RsRsRsRs. 1 . 1 . 1 . 1 CroreCroreCroreCrore, , , ,

�Maximum Maximum Maximum Maximum RsRsRsRs. 10 . 10 . 10 . 10 crorecrorecrorecrore

� on on on on every officer in default every officer in default every officer in default every officer in default ––––

� imprisonment imprisonment imprisonment imprisonment uptouptouptoupto 7 years or 7 years or 7 years or 7 years or

� fine fine fine fine minimum minimum minimum minimum RsRsRsRs. 25000, . 25000, . 25000, . 25000,

�maximum maximum maximum maximum RsRsRsRs. 25 L or . 25 L or . 25 L or . 25 L or bothbothbothboth

Lunawat & Co.

MANAGEMENT & ADMINISTRATIONMANAGEMENT & ADMINISTRATIONMANAGEMENT & ADMINISTRATIONMANAGEMENT & ADMINISTRATION

� Chapter VIIChapter VIIChapter VIIChapter VII

� Sections 88Sections 88Sections 88Sections 88----122122122122

� 13 sections applicable 13 sections applicable 13 sections applicable 13 sections applicable w.e.fw.e.fw.e.fw.e.f. 12.9.2013. 12.9.2013. 12.9.2013. 12.9.2013

� Others Others Others Others w.e.fw.e.fw.e.fw.e.f. 01.04.2014. 01.04.2014. 01.04.2014. 01.04.2014

Lunawat & Co.

MANAGEMENT & ADMIN MANAGEMENT & ADMIN MANAGEMENT & ADMIN MANAGEMENT & ADMIN

� Return to be filed by listed co. in case of change Return to be filed by listed co. in case of change Return to be filed by listed co. in case of change Return to be filed by listed co. in case of change

in no of shares held by promoters & top 10 in no of shares held by promoters & top 10 in no of shares held by promoters & top 10 in no of shares held by promoters & top 10

shareholders within 15 days. (93)shareholders within 15 days. (93)shareholders within 15 days. (93)shareholders within 15 days. (93)

� AGM can be called on a public holiday but not on AGM can be called on a public holiday but not on AGM can be called on a public holiday but not on AGM can be called on a public holiday but not on

a National Holiday; from 9 to 6 only.a National Holiday; from 9 to 6 only.a National Holiday; from 9 to 6 only.a National Holiday; from 9 to 6 only.

� For special business For special business For special business For special business –––– disclose interest of disclose interest of disclose interest of disclose interest of

director, relative of director, manager or KMP director, relative of director, manager or KMP director, relative of director, manager or KMP director, relative of director, manager or KMP

� Increase in Quorum requirements for public co. Increase in Quorum requirements for public co. Increase in Quorum requirements for public co. Increase in Quorum requirements for public co.

having > 1K having > 1K having > 1K having > 1K –––– 5K members. 5/15/30 (103)5K members. 5/15/30 (103)5K members. 5/15/30 (103)5K members. 5/15/30 (103)

�Minutes Minutes Minutes Minutes ---- in custody of CS or in custody of CS or in custody of CS or in custody of CS or authorisedauthorisedauthorisedauthorised directordirectordirectordirector

Lunawat & Co.

ANNUAL RETURNANNUAL RETURNANNUAL RETURNANNUAL RETURN

� Annual Return Annual Return Annual Return Annual Return –––– MGT MGT MGT MGT ---- 7777

� As on year end nowAs on year end nowAs on year end nowAs on year end now

� Listed Co & other co. having paid up capital > 10 Cr. Listed Co & other co. having paid up capital > 10 Cr. Listed Co & other co. having paid up capital > 10 Cr. Listed Co & other co. having paid up capital > 10 Cr.

or Turnover >50Cr or Turnover >50Cr or Turnover >50Cr or Turnover >50Cr –––– certified by CS certified by CS certified by CS certified by CS

� In case of OPC and small co. to be signed by CS or by In case of OPC and small co. to be signed by CS or by In case of OPC and small co. to be signed by CS or by In case of OPC and small co. to be signed by CS or by

Director; Director; Director; Director;

� In other co. In other co. In other co. In other co. –––– by 1 director with CS or CS in practiceby 1 director with CS or CS in practiceby 1 director with CS or CS in practiceby 1 director with CS or CS in practice

� Report on AGM to be filed by listed co in 30 daysReport on AGM to be filed by listed co in 30 daysReport on AGM to be filed by listed co in 30 daysReport on AGM to be filed by listed co in 30 days

� Extract of Annual Return to form part of Extract of Annual Return to form part of Extract of Annual Return to form part of Extract of Annual Return to form part of

Director’s ReportDirector’s ReportDirector’s ReportDirector’s Report

�Minutes Minutes Minutes Minutes ---- in custody of CS or in custody of CS or in custody of CS or in custody of CS or authorisedauthorisedauthorisedauthorised DirectorDirectorDirectorDirector

Lunawat & Co.

ANNUAL RETURN ANNUAL RETURN ANNUAL RETURN ANNUAL RETURN –––– ADDITIONAL REQUIREMENTSADDITIONAL REQUIREMENTSADDITIONAL REQUIREMENTSADDITIONAL REQUIREMENTS

� PrincipalPrincipalPrincipalPrincipal businessbusinessbusinessbusiness activitiesactivitiesactivitiesactivities

� ParticularsParticularsParticularsParticulars ofofofof holding,holding,holding,holding, subsidiariessubsidiariessubsidiariessubsidiaries &&&& associateassociateassociateassociate CosCosCosCos....

� DetailsDetailsDetailsDetails ofofofof otherotherotherother securitiessecuritiessecuritiessecurities issuedissuedissuedissued

� DetailsDetailsDetailsDetails ofofofof Promoters,Promoters,Promoters,Promoters, KMPsKMPsKMPsKMPs &&&& changeschangeschangeschanges sincesincesincesince lastlastlastlast FFFF....YYYY....

� DetailsDetailsDetailsDetails ofofofof meetingsmeetingsmeetingsmeetings ofofofof members,members,members,members, BoardBoardBoardBoard &&&& CommitteesCommitteesCommitteesCommittees

alongalongalongalong withwithwithwith attendanceattendanceattendanceattendance detailsdetailsdetailsdetails

� RemunerationRemunerationRemunerationRemuneration ofofofof DirectorsDirectorsDirectorsDirectors &&&& KMPsKMPsKMPsKMPs

� PenaltiesPenaltiesPenaltiesPenalties orororor punishmentpunishmentpunishmentpunishment imposedimposedimposedimposed onononon Co,Co,Co,Co, directorsdirectorsdirectorsdirectors orororor

officersofficersofficersofficers

� DetailsDetailsDetailsDetails ofofofof compoundingcompoundingcompoundingcompounding ofofofof offencesoffencesoffencesoffences andandandand appealappealappealappeal thereofthereofthereofthereof

� DetailsDetailsDetailsDetails ofofofof sharessharessharesshares heldheldheldheld bybybyby FIIFIIFIIFII;;;; name,name,name,name, addressaddressaddressaddress andandandand

percentagepercentagepercentagepercentage

Lunawat & Co.

ANNUAL RETURN ANNUAL RETURN ANNUAL RETURN ANNUAL RETURN ---- PENALTYPENALTYPENALTYPENALTY

� If filed within 60 days If filed within 60 days If filed within 60 days If filed within 60 days –––– normal feenormal feenormal feenormal fee

� If filed after 60 days but before 330 days If filed after 60 days but before 330 days If filed after 60 days but before 330 days If filed after 60 days but before 330 days ––––

additional fee, additional fee, additional fee, additional fee,

� After that fine:After that fine:After that fine:After that fine:

� On CompanyOn CompanyOn CompanyOn Company

�minimum 50K minimum 50K minimum 50K minimum 50K

�maximum maximum maximum maximum –––– 500K500K500K500K

� On Officer in default On Officer in default On Officer in default On Officer in default

� Imprisonment Imprisonment Imprisonment Imprisonment uptouptouptoupto 6 months or 6 months or 6 months or 6 months or

� fine 50 k to 500k or fine 50 k to 500k or fine 50 k to 500k or fine 50 k to 500k or

� bothbothbothboth

Lunawat & Co.

FILING RESOLUTIONS FILING RESOLUTIONS FILING RESOLUTIONS FILING RESOLUTIONS

Lunawat & Co.

RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC RESOLUTIONS TO BE FILED WITH ROC

�SpecialSpecialSpecialSpecial ResolutionsResolutionsResolutionsResolutions

�Appointment,Appointment,Appointment,Appointment, renewalrenewalrenewalrenewal orororor variationvariationvariationvariation inininin termstermstermsterms ofofofof

appointmentappointmentappointmentappointment ofofofof MDMDMDMD

� ToToToTo borrowborrowborrowborrow moneymoneymoneymoney inininin excessexcessexcessexcess ofofofof paidpaidpaidpaid upupupup capitalcapitalcapitalcapital andandandand

freefreefreefree reservesreservesreservesreserves otherotherotherother thanthanthanthan temporarytemporarytemporarytemporary loansloansloansloans ((((wwww....eeee....ffff....

12121212....9999....13131313)))) –––– LateLateLateLate filingfilingfilingfiling –––– FFFF –––– CoCoCoCo ---- 5555 LLLL ---- 25252525 L,L,L,L, OIDOIDOIDOID FFFF ––––

1111 LLLL –––– 5555 LLLL

�OthersOthersOthersOthers u/su/su/su/s 117117117117

Lunawat & Co.

BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS

FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)

� ToToToTo makemakemakemake callscallscallscalls onononon shareholdersshareholdersshareholdersshareholders inininin respectrespectrespectrespect ofofofof

moneymoneymoneymoney unpaidunpaidunpaidunpaid onononon theirtheirtheirtheir sharessharessharesshares;;;;

� ToToToTo authoriseauthoriseauthoriseauthorise BuyBuyBuyBuy----backbackbackback ofofofof securitiessecuritiessecuritiessecurities;;;;

� ToToToTo issueissueissueissue securities,securities,securities,securities, includingincludingincludingincluding debentures,debentures,debentures,debentures, whetherwhetherwhetherwhether

inininin orororor outsideoutsideoutsideoutside IndiaIndiaIndiaIndia;;;;

� ToToToTo approveapproveapproveapprove amalgamation,amalgamation,amalgamation,amalgamation, mergermergermergermerger orororor

reconstructionreconstructionreconstructionreconstruction;;;;

� ToToToTo taketaketaketake overoveroverover aaaa CompanyCompanyCompanyCompany orororor acquireacquireacquireacquire aaaa controllingcontrollingcontrollingcontrolling

orororor substantialsubstantialsubstantialsubstantial stakestakestakestake inininin anotheranotheranotheranother companycompanycompanycompany....

Lunawat & Co.

BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS

FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)� ToToToTo borrowborrowborrowborrow moniesmoniesmoniesmonies;;;;

� ToToToTo investinvestinvestinvest thethethethe fundsfundsfundsfunds ofofofof thethethethe companycompanycompanycompany

� ToToToTo grantgrantgrantgrant loansloansloansloans orororor givegivegivegive guaranteeguaranteeguaranteeguarantee orororor provideprovideprovideprovide

securitysecuritysecuritysecurity inininin respectrespectrespectrespect ofofofof loansloansloansloans

� ToToToTo approveapproveapproveapprove FSFSFSFS andandandand Board’sBoard’sBoard’sBoard’s ReportReportReportReport;;;;

� ToToToTo diversifydiversifydiversifydiversify thethethethe businessbusinessbusinessbusiness ofofofof thethethethe CompanyCompanyCompanyCompany;;;;

� ToToToTo makemakemakemake politicalpoliticalpoliticalpolitical contributioncontributioncontributioncontribution

� ToToToTo appointappointappointappoint orororor removeremoveremoveremove KMPKMPKMPKMP

� ToToToTo notenotenotenote appointmentappointmentappointmentappointment //// removalremovalremovalremoval ofofofof 1111 levellevellevellevel belowbelowbelowbelow

KMPKMPKMPKMP

Lunawat & Co.

BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS BOARD RESOLUTIONS

FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)FILE WITH ROC (117 R/W 179)� ToToToTo appointappointappointappoint internalinternalinternalinternal auditorauditorauditorauditor andandandand secretarialsecretarialsecretarialsecretarial auditorauditorauditorauditor

� ToToToTo taketaketaketake notenotenotenote ofofofof disclosuredisclosuredisclosuredisclosure ofofofof director’sdirector’sdirector’sdirector’s interestinterestinterestinterest

andandandand shareholdingshareholdingshareholdingshareholding

� ToToToTo buy,buy,buy,buy, sellsellsellsell investmentsinvestmentsinvestmentsinvestments ((((otherotherotherother thanthanthanthan tradetradetradetrade

investments),investments),investments),investments), constitutingconstitutingconstitutingconstituting 5555%%%% orororor moremoremoremore ofofofof thethethethe paidpaidpaidpaid

upupupup shareshareshareshare capitalcapitalcapitalcapital &&&& freefreefreefree reservesreservesreservesreserves ofofofof investeeinvesteeinvesteeinvestee cocococo....

� ToToToTo inviteinviteinviteinvite orororor acceptacceptacceptaccept orororor renewrenewrenewrenew publicpublicpublicpublic depositsdepositsdepositsdeposits;;;;

� ToToToTo approveapproveapproveapprove quarterly,quarterly,quarterly,quarterly, halfhalfhalfhalf yearlyyearlyyearlyyearly &&&& annualannualannualannual FSFSFSFS

� FilingFilingFilingFiling afterafterafterafter datedatedatedate withwithwithwith additionaladditionaladditionaladditional feefeefeefee –––– penaltypenaltypenaltypenalty ofofofof

RsRsRsRs.... 5555 LLLL –––– 25252525 LLLL

Lunawat & Co.

Lunawat & Co.

BOOKSBOOKSBOOKSBOOKS� Permits the maintenance of books of a/Permits the maintenance of books of a/Permits the maintenance of books of a/Permits the maintenance of books of a/cscscscs & & & &

other books & papers in electronic mode other books & papers in electronic mode other books & papers in electronic mode other books & papers in electronic mode

� Shall remain accessible in India Shall remain accessible in India Shall remain accessible in India Shall remain accessible in India

�RRRRetained etained etained etained completely in the format in which they completely in the format in which they completely in the format in which they completely in the format in which they

were originally generated, sent or were originally generated, sent or were originally generated, sent or were originally generated, sent or receivedreceivedreceivedreceived

� Back up of books in server located in IndiaBack up of books in server located in IndiaBack up of books in server located in IndiaBack up of books in server located in India

� To intimate to ROC along with FSTo intimate to ROC along with FSTo intimate to ROC along with FSTo intimate to ROC along with FS

�Name Name Name Name of the service provider; of the service provider; of the service provider; of the service provider;

� IP IP IP IP address of service provider; address of service provider; address of service provider; address of service provider;

�Location Location Location Location of the service provider (wherever applicable); of the service provider (wherever applicable); of the service provider (wherever applicable); of the service provider (wherever applicable);

�Where Where Where Where the books the books the books the books maintained maintained maintained maintained on cloud, such address as on cloud, such address as on cloud, such address as on cloud, such address as

provided by the service provider. provided by the service provider. provided by the service provider. provided by the service provider.

Lunawat & Co.

BOOKSBOOKSBOOKSBOOKS

� Books on accrual basis and according to the Books on accrual basis and according to the Books on accrual basis and according to the Books on accrual basis and according to the

double entry system of accountingdouble entry system of accountingdouble entry system of accountingdouble entry system of accounting

� To be maintained at R.O. books, papers & FS To be maintained at R.O. books, papers & FS To be maintained at R.O. books, papers & FS To be maintained at R.O. books, papers & FS

–––– Branches Branches Branches Branches –––– summarized periodical returnssummarized periodical returnssummarized periodical returnssummarized periodical returns

� Preserve books for 8 years Preserve books for 8 years Preserve books for 8 years Preserve books for 8 years –––– Investigation Investigation Investigation Investigation

sepsepsepsep

� NonNonNonNon---- compliance compliance compliance compliance –––– MD, MD, MD, MD, etcetcetcetc in charge by in charge by in charge by in charge by

BoardBoardBoardBoard---- Imprisonment Imprisonment Imprisonment Imprisonment uptouptouptoupto I I I I yryryryr or Fine or Fine or Fine or Fine –––– 50 k 50 k 50 k 50 k

to 500 kto 500 kto 500 kto 500 k

Lunawat & Co.

FINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTS

� Includes notes on B/s, Profit & Loss Includes notes on B/s, Profit & Loss Includes notes on B/s, Profit & Loss Includes notes on B/s, Profit & Loss

statement, Cash Flowstatement, Cash Flowstatement, Cash Flowstatement, Cash Flow

� Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC.

� Shall give true and fair view.Shall give true and fair view.Shall give true and fair view.Shall give true and fair view.

� Shall comply with Accounting Shall comply with Accounting Shall comply with Accounting Shall comply with Accounting

StandardsStandardsStandardsStandards

� Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.

� To be laid before AGMTo be laid before AGMTo be laid before AGMTo be laid before AGM

Lunawat & Co.

FINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTS

� Has to be AS compliant:Has to be AS compliant:Has to be AS compliant:Has to be AS compliant:

� FS to disclose deviation from ASFS to disclose deviation from ASFS to disclose deviation from ASFS to disclose deviation from AS

�Reason for deviationReason for deviationReason for deviationReason for deviation

� Financial effect arising of deviation Financial effect arising of deviation Financial effect arising of deviation Financial effect arising of deviation

� NonNonNonNon---- compliancecompliancecompliancecompliance

�MD, MD, MD, MD,

�WTD WTD WTD WTD inchargeinchargeinchargeincharge of financeof financeof financeof finance

� CFOCFOCFOCFO

� Any other person charged by Board Any other person charged by Board Any other person charged by Board Any other person charged by Board

� If no one If no one If no one If no one –––– all directors all directors all directors all directors

� Imprisonment Imprisonment Imprisonment Imprisonment uptouptouptoupto I I I I yryryryr or F or F or F or F –––– 50 k to 500 k or both50 k to 500 k or both50 k to 500 k or both50 k to 500 k or both

Lunawat & Co.

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTS

� One or more subsidiaries One or more subsidiaries One or more subsidiaries One or more subsidiaries –––– CFS CFS CFS CFS

� Subsidiary shall include associate co. & Joint Subsidiary shall include associate co. & Joint Subsidiary shall include associate co. & Joint Subsidiary shall include associate co. & Joint

VentureVentureVentureVenture

� Statement to be filed in AOCStatement to be filed in AOCStatement to be filed in AOCStatement to be filed in AOC----1111

� In case not required to prepare CFS under AS In case not required to prepare CFS under AS In case not required to prepare CFS under AS In case not required to prepare CFS under AS

–––– just comply with Schedule IIIjust comply with Schedule IIIjust comply with Schedule IIIjust comply with Schedule III

� Para 11 of AS 21Para 11 of AS 21Para 11 of AS 21Para 11 of AS 21

�Control intended is temporary Control intended is temporary Control intended is temporary Control intended is temporary –––– held for subsequent held for subsequent held for subsequent held for subsequent

disposaldisposaldisposaldisposal

�Operates under severe longOperates under severe longOperates under severe longOperates under severe long----term restrictions which term restrictions which term restrictions which term restrictions which

significantly impair its ability to transfer funds to significantly impair its ability to transfer funds to significantly impair its ability to transfer funds to significantly impair its ability to transfer funds to

holdingholdingholdingholding

Lunawat & Co.

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTS

� Provisions under Companies Act 2013 Provisions under Companies Act 2013 Provisions under Companies Act 2013 Provisions under Companies Act 2013

applicable for:applicable for:applicable for:applicable for:

� PreparationPreparationPreparationPreparation

� AdoptionAdoptionAdoptionAdoption

� AuditAuditAuditAudit

� Appointment in AGM??Appointment in AGM??Appointment in AGM??Appointment in AGM??

� Appointment for 5 Years??Appointment for 5 Years??Appointment for 5 Years??Appointment for 5 Years??

� 20 limit??20 limit??20 limit??20 limit??

Lunawat & Co.

� FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:

� Chairperson or two directors out of which 1MDChairperson or two directors out of which 1MDChairperson or two directors out of which 1MDChairperson or two directors out of which 1MD

� CEO if he is directorCEO if he is directorCEO if he is directorCEO if he is director

� CFOCFOCFOCFO

� CS CS CS CS

� Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:

�NotesNotesNotesNotes

� Auditors reportAuditors reportAuditors reportAuditors report

� Board ReportBoard ReportBoard ReportBoard Report

� NonNonNonNon---- compliance compliance compliance compliance –––– CoCoCoCo---- 25K to 2500K; OID 25K to 2500K; OID 25K to 2500K; OID 25K to 2500K; OID –––– Imp. Imp. Imp. Imp.

uptouptouptoupto 3 3 3 3 yrsyrsyrsyrs or fine or fine or fine or fine –––– 50K to 500k or both50K to 500k or both50K to 500k or both50K to 500k or both

Lunawat & Co.

FS & DR LAYING IN FS & DR LAYING IN FS & DR LAYING IN FS & DR LAYING IN AGMAGMAGMAGM

� Circulation of FS /CFS Circulation of FS /CFS Circulation of FS /CFS Circulation of FS /CFS ---- all listed co. & public co. all listed co. & public co. all listed co. & public co. all listed co. & public co.

which have net worth > 1Cr & turnover > 10 Cr: which have net worth > 1Cr & turnover > 10 Cr: which have net worth > 1Cr & turnover > 10 Cr: which have net worth > 1Cr & turnover > 10 Cr:

� by electronic mode who holds shares in by electronic mode who holds shares in by electronic mode who holds shares in by electronic mode who holds shares in DematDematDematDemat and and and and

eeee----mail id is registered with depository;mail id is registered with depository;mail id is registered with depository;mail id is registered with depository;

� by electronic mode who positively consented in by electronic mode who positively consented in by electronic mode who positively consented in by electronic mode who positively consented in

writing writing writing writing

� by despatch of physical copies by any other by despatch of physical copies by any other by despatch of physical copies by any other by despatch of physical copies by any other

recognised mode of delivery in all other cases recognised mode of delivery in all other cases recognised mode of delivery in all other cases recognised mode of delivery in all other cases

� Unlisted co to place FS of subs. on website, if Unlisted co to place FS of subs. on website, if Unlisted co to place FS of subs. on website, if Unlisted co to place FS of subs. on website, if

any any any any

� NonNonNonNon----compliance compliance compliance compliance –––– PPPP---- CoCoCoCo---- 25K; OID 25K; OID 25K; OID 25K; OID –––– 5K5K5K5K

Lunawat & Co.

CIRCULATION OF FSCIRCULATION OF FSCIRCULATION OF FSCIRCULATION OF FS

�To be filed with ROC in Form AOC To be filed with ROC in Form AOC To be filed with ROC in Form AOC To be filed with ROC in Form AOC ----4 within 4 within 4 within 4 within

30 days of AGM 30 days of AGM 30 days of AGM 30 days of AGM –––– To be certified by CA onlyTo be certified by CA onlyTo be certified by CA onlyTo be certified by CA only

�After 300 days After 300 days After 300 days After 300 days ––––

�Fine onFine onFine onFine on

�Company Company Company Company –––– 1k p. d > 10 L; 1k p. d > 10 L; 1k p. d > 10 L; 1k p. d > 10 L;

�MD, MD, MD, MD, etcetcetcetc in charge by Boardin charge by Boardin charge by Boardin charge by Board---- if no one if no one if no one if no one –––– all all all all

directors directors directors directors

�Imp. Imp. Imp. Imp. uptouptouptoupto 6mnths or 6mnths or 6mnths or 6mnths or

�Fine Fine Fine Fine –––– 1L k to 5L or 1L k to 5L or 1L k to 5L or 1L k to 5L or

�BothBothBothBoth

Lunawat & Co.

FILING OF FSFILING OF FSFILING OF FSFILING OF FS

� Listed company. In case of unlisted public Co:Listed company. In case of unlisted public Co:Listed company. In case of unlisted public Co:Listed company. In case of unlisted public Co:

� Capital Capital Capital Capital > > > > 50 Cr. in preceding FY; or50 Cr. in preceding FY; or50 Cr. in preceding FY; or50 Cr. in preceding FY; or

� Turnover Turnover Turnover Turnover > > > > 200 Cr. 200 Cr. 200 Cr. 200 Cr. iiiin preceding FY; orn preceding FY; orn preceding FY; orn preceding FY; or

�Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs > > > > 100 Cr. At 100 Cr. At 100 Cr. At 100 Cr. At

any point of time in preceding FY; orany point of time in preceding FY; orany point of time in preceding FY; orany point of time in preceding FY; or

�Outstanding depositsOutstanding depositsOutstanding depositsOutstanding deposits> > > > 25 Cr. at any point of time in 25 Cr. at any point of time in 25 Cr. at any point of time in 25 Cr. at any point of time in

preceding FY;preceding FY;preceding FY;preceding FY;

� Private Co:Private Co:Private Co:Private Co:

� Turnover Turnover Turnover Turnover > > > > 200 Cr. in preceding FY; or200 Cr. in preceding FY; or200 Cr. in preceding FY; or200 Cr. in preceding FY; or

�Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs Outstanding loans from banks or PFIs > > > > 100 Cr. at 100 Cr. at 100 Cr. at 100 Cr. at

any point of time in preceding FYany point of time in preceding FYany point of time in preceding FYany point of time in preceding FY

Lunawat & Co.

INTERNAL AUDITINTERNAL AUDITINTERNAL AUDITINTERNAL AUDIT

�Existing companies covered in said criteria Existing companies covered in said criteria Existing companies covered in said criteria Existing companies covered in said criteria

to comply by 30.9.2014 (6 months)to comply by 30.9.2014 (6 months)to comply by 30.9.2014 (6 months)to comply by 30.9.2014 (6 months)

� Internal Auditor may be an employee tooInternal Auditor may be an employee tooInternal Auditor may be an employee tooInternal Auditor may be an employee too

�But has to be a CA or Cost AccountantBut has to be a CA or Cost AccountantBut has to be a CA or Cost AccountantBut has to be a CA or Cost Accountant

�Audit Committee Audit Committee Audit Committee Audit Committee or or or or the Board shall, in the Board shall, in the Board shall, in the Board shall, in

consultation with the Internal Auditor, consultation with the Internal Auditor, consultation with the Internal Auditor, consultation with the Internal Auditor,

formulate the scope, functioning, periodicity formulate the scope, functioning, periodicity formulate the scope, functioning, periodicity formulate the scope, functioning, periodicity

and methodology for conducting the and methodology for conducting the and methodology for conducting the and methodology for conducting the

internal auditinternal auditinternal auditinternal audit

Lunawat & Co.

INTERNAL AUDITINTERNAL AUDITINTERNAL AUDITINTERNAL AUDIT

DEPRECIATION DEPRECIATION DEPRECIATION DEPRECIATION SCHSCHSCHSCH ---- IIIIIIII

� No rate for Intangible assets (except toll) No rate for Intangible assets (except toll) No rate for Intangible assets (except toll) No rate for Intangible assets (except toll) –––– as as as as

per ASper ASper ASper AS

� The useful live of asset is period over which an The useful live of asset is period over which an The useful live of asset is period over which an The useful live of asset is period over which an

asset is expected to be available for use or the asset is expected to be available for use or the asset is expected to be available for use or the asset is expected to be available for use or the

no of production unit expected to be obtained.no of production unit expected to be obtained.no of production unit expected to be obtained.no of production unit expected to be obtained.

� 3 classes:3 classes:3 classes:3 classes:

� Prescribed and follow AS Prescribed and follow AS Prescribed and follow AS Prescribed and follow AS –––– Sch. II or differentSch. II or differentSch. II or differentSch. II or different

� Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed

by regulator constituted by parliament or CG by regulator constituted by parliament or CG by regulator constituted by parliament or CG by regulator constituted by parliament or CG

�Others Others Others Others –––– useful life / residual value not longer useful life / residual value not longer useful life / residual value not longer useful life / residual value not longer

than than than than schschschsch IIIIIIII

Lunawat & Co.

DEPRECIATION DEPRECIATION DEPRECIATION DEPRECIATION SCHSCHSCHSCH ---- IIIIIIII

� No separate rates for shifts. Double shift No separate rates for shifts. Double shift No separate rates for shifts. Double shift No separate rates for shifts. Double shift ––––

increase by 50%, triple shift increase by 50%, triple shift increase by 50%, triple shift increase by 50%, triple shift –––– 100%100%100%100%

� 100% on assets below 5K 100% on assets below 5K 100% on assets below 5K 100% on assets below 5K –––– not requirednot requirednot requirednot required

� Useful lives changed Useful lives changed Useful lives changed Useful lives changed –––– EgEgEgEg: Building from 58Yrs : Building from 58Yrs : Building from 58Yrs : Building from 58Yrs

to 30 to 30 to 30 to 30 YrsYrsYrsYrs: General FF: General FF: General FF: General FF–––– 15 to 1015 to 1015 to 1015 to 10

� On commencement On commencement On commencement On commencement –––– asset would be asset would be asset would be asset would be

depreciated over remaining useful lifedepreciated over remaining useful lifedepreciated over remaining useful lifedepreciated over remaining useful life

�Where remaining useful live Where remaining useful live Where remaining useful live Where remaining useful live ---- nil nil nil nil ––––trftrftrftrf to Surplusto Surplusto Surplusto Surplus

� Component Accounting mandatory where Component Accounting mandatory where Component Accounting mandatory where Component Accounting mandatory where

relevant & materialrelevant & materialrelevant & materialrelevant & material

Lunawat & Co.

BOARD OF DIRECTOR’S REPORT BOARD OF DIRECTOR’S REPORT BOARD OF DIRECTOR’S REPORT BOARD OF DIRECTOR’S REPORT –––– ADDITIONAL ADDITIONAL ADDITIONAL ADDITIONAL

DISCLOSURES (134)DISCLOSURES (134)DISCLOSURES (134)DISCLOSURES (134)

� Extract of annual returnExtract of annual returnExtract of annual returnExtract of annual return

� Number of meetings of the BoardNumber of meetings of the BoardNumber of meetings of the BoardNumber of meetings of the Board

� A statement on declaration given by independent A statement on declaration given by independent A statement on declaration given by independent A statement on declaration given by independent

directorsdirectorsdirectorsdirectors

� Company‘s policy on directors‘ appointment & Company‘s policy on directors‘ appointment & Company‘s policy on directors‘ appointment & Company‘s policy on directors‘ appointment &

remuneration including criteria for determining remuneration including criteria for determining remuneration including criteria for determining remuneration including criteria for determining

qualifications, positive attributes, independence of a qualifications, positive attributes, independence of a qualifications, positive attributes, independence of a qualifications, positive attributes, independence of a

director and other mattersdirector and other mattersdirector and other mattersdirector and other matters

� Explanations or comments by the Board on every Explanations or comments by the Board on every Explanations or comments by the Board on every Explanations or comments by the Board on every

qualification, reservation or adverse remark or qualification, reservation or adverse remark or qualification, reservation or adverse remark or qualification, reservation or adverse remark or

disclaimer made by the CS in his secretarial audit disclaimer made by the CS in his secretarial audit disclaimer made by the CS in his secretarial audit disclaimer made by the CS in his secretarial audit

reportreportreportreport

Lunawat & Co.

BOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORT

� Particulars of loans, guarantees or investments u/s Particulars of loans, guarantees or investments u/s Particulars of loans, guarantees or investments u/s Particulars of loans, guarantees or investments u/s

186186186186

� Particulars of contracts or arrangements with related Particulars of contracts or arrangements with related Particulars of contracts or arrangements with related Particulars of contracts or arrangements with related

parties (s. 188) parties (s. 188) parties (s. 188) parties (s. 188) –––– AOC 2AOC 2AOC 2AOC 2

� A statement indicating development and A statement indicating development and A statement indicating development and A statement indicating development and

implementation of a risk management policy for the implementation of a risk management policy for the implementation of a risk management policy for the implementation of a risk management policy for the

company including identification therein of elements company including identification therein of elements company including identification therein of elements company including identification therein of elements

of risk, if any, which in the opinion of the Board may of risk, if any, which in the opinion of the Board may of risk, if any, which in the opinion of the Board may of risk, if any, which in the opinion of the Board may

threaten the existence of the companythreaten the existence of the companythreaten the existence of the companythreaten the existence of the company

� The details about the policy developed and The details about the policy developed and The details about the policy developed and The details about the policy developed and

implemented by the company on CSR initiatives implemented by the company on CSR initiatives implemented by the company on CSR initiatives implemented by the company on CSR initiatives

taken during the yeartaken during the yeartaken during the yeartaken during the year

Lunawat & Co.

BOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORT

� In case of a listed company & public co. having paidIn case of a listed company & public co. having paidIn case of a listed company & public co. having paidIn case of a listed company & public co. having paid----

up capital up capital up capital up capital > > > > 25 Cr 25 Cr 25 Cr 25 Cr ---- a statement indicating manner a statement indicating manner a statement indicating manner a statement indicating manner

in which formal annual evaluation has been made by in which formal annual evaluation has been made by in which formal annual evaluation has been made by in which formal annual evaluation has been made by

the Board of its own performance and that of its the Board of its own performance and that of its the Board of its own performance and that of its the Board of its own performance and that of its

committees and individual directorscommittees and individual directorscommittees and individual directorscommittees and individual directors

� Directors‘ responsibility statement in case of listed Directors‘ responsibility statement in case of listed Directors‘ responsibility statement in case of listed Directors‘ responsibility statement in case of listed

company company company company ---- internal financial controls and compliance internal financial controls and compliance internal financial controls and compliance internal financial controls and compliance

systemssystemssystemssystems

� DRS DRS DRS DRS –––– directors had devised proper systems to directors had devised proper systems to directors had devised proper systems to directors had devised proper systems to

ensure compliance of all applicable laws ensure compliance of all applicable laws ensure compliance of all applicable laws ensure compliance of all applicable laws –––– adequate adequate adequate adequate

& operating effectively& operating effectively& operating effectively& operating effectively

� CSR Policy as per annexureCSR Policy as per annexureCSR Policy as per annexureCSR Policy as per annexure

Lunawat & Co.

BOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORT

� Financial Financial Financial Financial summary or highlights; summary or highlights; summary or highlights; summary or highlights;

� Change Change Change Change in the nature of business, if any; in the nature of business, if any; in the nature of business, if any; in the nature of business, if any;

� Details Details Details Details of directors or of directors or of directors or of directors or KMP; KMP; KMP; KMP;

� Companies Companies Companies Companies which have become or ceased to be its which have become or ceased to be its which have become or ceased to be its which have become or ceased to be its

Subsidiaries, Subsidiaries, Subsidiaries, Subsidiaries, JV JV JV JV or associate or associate or associate or associate during during during during the year; the year; the year; the year;

� DDDDetails etails etails etails relating to deposits, relating to deposits, relating to deposits, relating to deposits, ---- its nonits nonits nonits non---- compliancecompliancecompliancecompliance

� Details Details Details Details of significant and material orders passed by of significant and material orders passed by of significant and material orders passed by of significant and material orders passed by

regulators regulators regulators regulators or courts or tribunals impacting the going or courts or tribunals impacting the going or courts or tribunals impacting the going or courts or tribunals impacting the going

concern status and company’s operations in future concern status and company’s operations in future concern status and company’s operations in future concern status and company’s operations in future

� Details Details Details Details in respect of adequacy of internal financial in respect of adequacy of internal financial in respect of adequacy of internal financial in respect of adequacy of internal financial

controls with reference controls with reference controls with reference controls with reference to FS to FS to FS to FS

Lunawat & Co.

BOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORTBOARD OF DIRECTOR’S REPORT

� In case of listed coIn case of listed coIn case of listed coIn case of listed co---- 12 points related to KMP 12 points related to KMP 12 points related to KMP 12 points related to KMP

remunerationremunerationremunerationremuneration

� Employee remuneration and detail of it Employee remuneration and detail of it Employee remuneration and detail of it Employee remuneration and detail of it

exceeds exceeds exceeds exceeds RsRsRsRs. 60 L p.a. or . 60 L p.a. or . 60 L p.a. or . 60 L p.a. or RsRsRsRs. 5 L p.m. if paid for . 5 L p.m. if paid for . 5 L p.m. if paid for . 5 L p.m. if paid for

part of the yearpart of the yearpart of the yearpart of the year

� Remuneration also to be given if he receives Remuneration also to be given if he receives Remuneration also to be given if he receives Remuneration also to be given if he receives

more than MD or WTD or Manager and he more than MD or WTD or Manager and he more than MD or WTD or Manager and he more than MD or WTD or Manager and he

together with spouse and dependent children together with spouse and dependent children together with spouse and dependent children together with spouse and dependent children

holds more than 2% equity shares in the co.holds more than 2% equity shares in the co.holds more than 2% equity shares in the co.holds more than 2% equity shares in the co.

Lunawat & Co.

AUDITAUDITAUDITAUDITLunawat & Co.

QUALIFICATIONQUALIFICATIONQUALIFICATIONQUALIFICATION

�Must be a CAMust be a CAMust be a CAMust be a CA

�a firm including LLP whereof majority of a firm including LLP whereof majority of a firm including LLP whereof majority of a firm including LLP whereof majority of

partners practicing in India are qualified partners practicing in India are qualified partners practicing in India are qualified partners practicing in India are qualified

for appointment as auditorfor appointment as auditorfor appointment as auditorfor appointment as auditor

�Where such firm/LLP is appointed as an Where such firm/LLP is appointed as an Where such firm/LLP is appointed as an Where such firm/LLP is appointed as an

auditor of a company, only the partners auditor of a company, only the partners auditor of a company, only the partners auditor of a company, only the partners

who are CAs shall be authorized to act who are CAs shall be authorized to act who are CAs shall be authorized to act who are CAs shall be authorized to act

and sign on behalf of the firm.and sign on behalf of the firm.and sign on behalf of the firm.and sign on behalf of the firm.

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS�a body corporate other than LLP;a body corporate other than LLP;a body corporate other than LLP;a body corporate other than LLP;

�an officer or employee of the company;an officer or employee of the company;an officer or employee of the company;an officer or employee of the company;

�a person who, or his relative or partnera person who, or his relative or partnera person who, or his relative or partnera person who, or his relative or partner————

� is holding any security of or interest in Co. or its is holding any security of or interest in Co. or its is holding any security of or interest in Co. or its is holding any security of or interest in Co. or its

subsidiary, or of its holding or associate Co. or subsidiary, or of its holding or associate Co. or subsidiary, or of its holding or associate Co. or subsidiary, or of its holding or associate Co. or

a subs. of such holding co. Relative a subs. of such holding co. Relative a subs. of such holding co. Relative a subs. of such holding co. Relative –––– RsRsRsRs. 1 L. 1 L. 1 L. 1 L

�CCCCorrective action to bring within limits (relative) orrective action to bring within limits (relative) orrective action to bring within limits (relative) orrective action to bring within limits (relative) ––––

60 days60 days60 days60 days

� is indebted to the co…. is indebted to the co…. is indebted to the co…. is indebted to the co…. –––– RsRsRsRs. 5 L. 5 L. 5 L. 5 L

�has given a guarantee /provided security has given a guarantee /provided security has given a guarantee /provided security has given a guarantee /provided security –––– 1 L1 L1 L1 L

Lunawat & Co.

� a person or a firm who, whether directly or a person or a firm who, whether directly or a person or a firm who, whether directly or a person or a firm who, whether directly or

indirectly, has business relationship with co., or indirectly, has business relationship with co., or indirectly, has business relationship with co., or indirectly, has business relationship with co., or

its ….….. of nature i.e., its ….….. of nature i.e., its ….….. of nature i.e., its ….….. of nature i.e., any transaction entered any transaction entered any transaction entered any transaction entered

for commercial purpose except:for commercial purpose except:for commercial purpose except:for commercial purpose except:

� In nature of professional services permittedIn nature of professional services permittedIn nature of professional services permittedIn nature of professional services permitted

� IIIIn n n n the ordinary course of business of the the ordinary course of business of the the ordinary course of business of the the ordinary course of business of the co. co. co. co. at at at at

arm’s length price arm’s length price arm’s length price arm’s length price ---- like like like like

� sale sale sale sale of products or of products or of products or of products or

� services services services services to the auditor, as customer, in the ordinary to the auditor, as customer, in the ordinary to the auditor, as customer, in the ordinary to the auditor, as customer, in the ordinary

course of business, by companies engaged in the course of business, by companies engaged in the course of business, by companies engaged in the course of business, by companies engaged in the

business of telecommunications, airlines, hospitals, business of telecommunications, airlines, hospitals, business of telecommunications, airlines, hospitals, business of telecommunications, airlines, hospitals,

hotels and such other similar businesseshotels and such other similar businesseshotels and such other similar businesseshotels and such other similar businesses

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS

� a person who is a partner, or who is in the a person who is a partner, or who is in the a person who is a partner, or who is in the a person who is a partner, or who is in the

employment, of an officer or employee of Co employment, of an officer or employee of Co employment, of an officer or employee of Co employment, of an officer or employee of Co

� a person whose relative is a director or is in a person whose relative is a director or is in a person whose relative is a director or is in a person whose relative is a director or is in

the employment of the co. as a director or the employment of the co. as a director or the employment of the co. as a director or the employment of the co. as a director or

KMP;KMP;KMP;KMP;

� a person who is in full time employment a person who is in full time employment a person who is in full time employment a person who is in full time employment

elsewhere elsewhere elsewhere elsewhere

� a person or a partner of a firm holding a person or a partner of a firm holding a person or a partner of a firm holding a person or a partner of a firm holding

appointment as auditor of more than 20 appointment as auditor of more than 20 appointment as auditor of more than 20 appointment as auditor of more than 20 coscoscoscos

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS

� a person who has been convicted by a court of a person who has been convicted by a court of a person who has been convicted by a court of a person who has been convicted by a court of

an offence involving fraud & a period of 10 an offence involving fraud & a period of 10 an offence involving fraud & a period of 10 an offence involving fraud & a period of 10

YrsYrsYrsYrs has not elapsed from date of such has not elapsed from date of such has not elapsed from date of such has not elapsed from date of such

conviction;conviction;conviction;conviction;

� any person whose:any person whose:any person whose:any person whose:

� subsidiary or subsidiary or subsidiary or subsidiary or

� associate company or associate company or associate company or associate company or

� any other form of entity, any other form of entity, any other form of entity, any other form of entity,

� is engaged as on the date of appointment in is engaged as on the date of appointment in is engaged as on the date of appointment in is engaged as on the date of appointment in

consulting and specialized services as provided in consulting and specialized services as provided in consulting and specialized services as provided in consulting and specialized services as provided in

s. 144.s. 144.s. 144.s. 144.

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS

Father (Step. F) Father (Step. F) Father (Step. F) Father (Step. F) Mother (Step. M)Mother (Step. M)Mother (Step. M)Mother (Step. M)

BBBBrrrrooootttthhhheeeerrrr ((((SSSStttteeeepppp.... BBBB....)))) Sister (Step. S)Sister (Step. S)Sister (Step. S)Sister (Step. S)

Son (Step Son); Son (Step Son); Son (Step Son); Son (Step Son); Son’s WifeSon’s WifeSon’s WifeSon’s Wife

DDDDaaaauuuugggghhhhtttteeeerrrr ;;;; Daughter’s Daughter’s Daughter’s Daughter’s HHHHuuuussssbbbbaaaannnndddd

Husband Husband Husband Husband / Wife/ Wife/ Wife/ Wife

Lunawat & Co.

RELATIVES 2(77)RELATIVES 2(77)RELATIVES 2(77)RELATIVES 2(77)

OTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOR

� Auditor not to provide other services Auditor not to provide other services Auditor not to provide other services Auditor not to provide other services directly directly directly directly

or indirectlyor indirectlyor indirectlyor indirectly to the to the to the to the companycompanycompanycompany or its or its or its or its holding holding holding holding

companycompanycompanycompany or or or or subsidiarysubsidiarysubsidiarysubsidiary company:company:company:company:

� accounting and book keeping services;accounting and book keeping services;accounting and book keeping services;accounting and book keeping services;

� internal audit;internal audit;internal audit;internal audit;

� design and implementation of any financial IS;design and implementation of any financial IS;design and implementation of any financial IS;design and implementation of any financial IS;

� actuarial services;actuarial services;actuarial services;actuarial services;

� investment advisory services;investment advisory services;investment advisory services;investment advisory services;

� investment banking services;investment banking services;investment banking services;investment banking services;

� rendering of outsourced financial services;rendering of outsourced financial services;rendering of outsourced financial services;rendering of outsourced financial services;

�management services; and othersmanagement services; and othersmanagement services; and othersmanagement services; and others

Lunawat & Co.

OTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOR

� Other services restriction in case of firm Other services restriction in case of firm Other services restriction in case of firm Other services restriction in case of firm

applies to:applies to:applies to:applies to:

� Audit firm itselfAudit firm itselfAudit firm itselfAudit firm itself

� Any of its partnersAny of its partnersAny of its partnersAny of its partners

� Its parent, subsidiary or associate entityIts parent, subsidiary or associate entityIts parent, subsidiary or associate entityIts parent, subsidiary or associate entity

� Any other entity in which the firm or any of its Any other entity in which the firm or any of its Any other entity in which the firm or any of its Any other entity in which the firm or any of its

partners has significant influence / control , or partners has significant influence / control , or partners has significant influence / control , or partners has significant influence / control , or

whose name / trade mark / brand, is used by whose name / trade mark / brand, is used by whose name / trade mark / brand, is used by whose name / trade mark / brand, is used by

firm or any of its partnersfirm or any of its partnersfirm or any of its partnersfirm or any of its partners

� Compliance to be made by 31.03.2015Compliance to be made by 31.03.2015Compliance to be made by 31.03.2015Compliance to be made by 31.03.2015

Lunawat & Co.

OTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOROTHER SERVICES BY AUDITOR

� Other services restriction in case of individual Other services restriction in case of individual Other services restriction in case of individual Other services restriction in case of individual

applies to:applies to:applies to:applies to:

� himself or himself or himself or himself or

� through his relatives or through his relatives or through his relatives or through his relatives or

� any other person connected or associated with any other person connected or associated with any other person connected or associated with any other person connected or associated with

such individual orsuch individual orsuch individual orsuch individual or

� through any other entity whosoever, in which such through any other entity whosoever, in which such through any other entity whosoever, in which such through any other entity whosoever, in which such

individual has significant influence or control or individual has significant influence or control or individual has significant influence or control or individual has significant influence or control or

whose name, trade mark, or brand is used by such whose name, trade mark, or brand is used by such whose name, trade mark, or brand is used by such whose name, trade mark, or brand is used by such

individual.individual.individual.individual.

Lunawat & Co.

APPOINTMENTAPPOINTMENTAPPOINTMENTAPPOINTMENT

� 1111stststst appointment to be within 30 days by Board, appointment to be within 30 days by Board, appointment to be within 30 days by Board, appointment to be within 30 days by Board,

if not then members in 90 days in EGMif not then members in 90 days in EGMif not then members in 90 days in EGMif not then members in 90 days in EGM

� Appointment, at the first AGM, of an individual Appointment, at the first AGM, of an individual Appointment, at the first AGM, of an individual Appointment, at the first AGM, of an individual

or a firm who shall hold office till the or a firm who shall hold office till the or a firm who shall hold office till the or a firm who shall hold office till the

conclusion of its sixth AGM (139)conclusion of its sixth AGM (139)conclusion of its sixth AGM (139)conclusion of its sixth AGM (139)

� Co to inform auditor & ROC in 15 days in ADT 1Co to inform auditor & ROC in 15 days in ADT 1Co to inform auditor & ROC in 15 days in ADT 1Co to inform auditor & ROC in 15 days in ADT 1

� Appointment for 5 Years Appointment for 5 Years Appointment for 5 Years Appointment for 5 Years ---- to be ratified to be ratified to be ratified to be ratified

annually at AGM annually at AGM annually at AGM annually at AGM

� Automatic reappointment of existing auditor at Automatic reappointment of existing auditor at Automatic reappointment of existing auditor at Automatic reappointment of existing auditor at

AGM if not reAGM if not reAGM if not reAGM if not re----appointed.appointed.appointed.appointed.

Lunawat & Co.

APPOINTMENTAPPOINTMENTAPPOINTMENTAPPOINTMENT

�Members of the co. may resolve to rotate Members of the co. may resolve to rotate Members of the co. may resolve to rotate Members of the co. may resolve to rotate

auditing partner & his team at specific auditing partner & his team at specific auditing partner & his team at specific auditing partner & his team at specific

intervalintervalintervalinterval

�Casual vacancy to be filled by Board. If Casual vacancy to be filled by Board. If Casual vacancy to be filled by Board. If Casual vacancy to be filled by Board. If

caused by resignation caused by resignation caused by resignation caused by resignation ---- by members in 3 by members in 3 by members in 3 by members in 3

monthsmonthsmonthsmonths

Lunawat & Co.

� Board/Audit Committee to consider qualification & Board/Audit Committee to consider qualification & Board/Audit Committee to consider qualification & Board/Audit Committee to consider qualification &

experience of auditor. To be commensurate with size & experience of auditor. To be commensurate with size & experience of auditor. To be commensurate with size & experience of auditor. To be commensurate with size &

requirements of co. requirements of co. requirements of co. requirements of co.

� Board/Audit Committee to consider completed and Board/Audit Committee to consider completed and Board/Audit Committee to consider completed and Board/Audit Committee to consider completed and

pending proceedings against auditor before pending proceedings against auditor before pending proceedings against auditor before pending proceedings against auditor before

ICAI/NFRA/Tribunal/Other Court. ICAI/NFRA/Tribunal/Other Court. ICAI/NFRA/Tribunal/Other Court. ICAI/NFRA/Tribunal/Other Court.

� CA to issue certificate that:CA to issue certificate that:CA to issue certificate that:CA to issue certificate that:

� He is eligible for appointment and is not disqualified under the He is eligible for appointment and is not disqualified under the He is eligible for appointment and is not disqualified under the He is eligible for appointment and is not disqualified under the

Act, the CA Act, & related RulesAct, the CA Act, & related RulesAct, the CA Act, & related RulesAct, the CA Act, & related Rules

� The proposed appointment is within the term allowedThe proposed appointment is within the term allowedThe proposed appointment is within the term allowedThe proposed appointment is within the term allowed

� The proposed appointment is within the limitThe proposed appointment is within the limitThe proposed appointment is within the limitThe proposed appointment is within the limit

� List List List List of proceedings against of proceedings against of proceedings against of proceedings against auditor pending w.r.t. auditor pending w.r.t. auditor pending w.r.t. auditor pending w.r.t. professional professional professional professional

matters of conduct, as matters of conduct, as matters of conduct, as matters of conduct, as disclosed, disclosed, disclosed, disclosed, is true &is true &is true &is true & correct correct correct correct

Lunawat & Co.

CONDITION FOR APPOINTMENTCONDITION FOR APPOINTMENTCONDITION FOR APPOINTMENTCONDITION FOR APPOINTMENT

ROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORS

� Rotation mandatory if auditor is an individual Rotation mandatory if auditor is an individual Rotation mandatory if auditor is an individual Rotation mandatory if auditor is an individual

after 1 term of 5 consecutive after 1 term of 5 consecutive after 1 term of 5 consecutive after 1 term of 5 consecutive yrsyrsyrsyrs; and; and; and; and

� If auditor is firm If auditor is firm If auditor is firm If auditor is firm –––– 2 terms of 5 consecutive yrs. 2 terms of 5 consecutive yrs. 2 terms of 5 consecutive yrs. 2 terms of 5 consecutive yrs.

�Mandatory forMandatory forMandatory forMandatory for

� All listed companies All listed companies All listed companies All listed companies

� UUUUnlisted Public Cos. nlisted Public Cos. nlisted Public Cos. nlisted Public Cos. having having having having capital capital capital capital >>>> Rs.10 Rs.10 Rs.10 Rs.10 CrsCrsCrsCrs. . . .

� Pvt.Pvt.Pvt.Pvt. Ltd. Cos. having capital Ltd. Cos. having capital Ltd. Cos. having capital Ltd. Cos. having capital >>>> RsRsRsRs. 20 . 20 . 20 . 20 CrsCrsCrsCrs. . . .

� AAAAll ll ll ll companies having companies having companies having companies having public public public public borrowings from borrowings from borrowings from borrowings from

financial institutions, banks or public deposits of financial institutions, banks or public deposits of financial institutions, banks or public deposits of financial institutions, banks or public deposits of RsRsRsRs. . . .

50 50 50 50 CrsCrsCrsCrs. or . or . or . or more more more more

� Compliance to be made by 31.03.2017Compliance to be made by 31.03.2017Compliance to be made by 31.03.2017Compliance to be made by 31.03.2017

Lunawat & Co.

ROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORS

� Incoming Incoming Incoming Incoming auditor auditor auditor auditor shall shall shall shall not be eligible if such not be eligible if such not be eligible if such not be eligible if such

auditor auditor auditor auditor / firm / firm / firm / firm is associated with is associated with is associated with is associated with outgoing outgoing outgoing outgoing

auditor auditor auditor auditor / firm / firm / firm / firm under under under under same network. same network. same network. same network.

� ““““SSSSame ame ame ame network” includes network” includes network” includes network” includes firms firms firms firms operating or operating or operating or operating or

functioning, hitherto or in future, under functioning, hitherto or in future, under functioning, hitherto or in future, under functioning, hitherto or in future, under same:same:same:same:

� brand brand brand brand name, name, name, name,

� trade trade trade trade name name name name

� common common common common control control control control

� If If If If a partner, who is in charge of a partner, who is in charge of a partner, who is in charge of a partner, who is in charge of firm & firm & firm & firm & also also also also

certifies certifies certifies certifies FS FS FS FS of of of of Co., Co., Co., Co., retires retires retires retires from said from said from said from said firm firm firm firm & & & & joins joins joins joins

another another another another firm, firm, firm, firm, such other firm such other firm such other firm such other firm ----ineligible for 5 ineligible for 5 ineligible for 5 ineligible for 5 yrsyrsyrsyrs

Lunawat & Co.

ROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORSROTATION OF AUDITORS

� Consecutive years shall mean all the preceding Consecutive years shall mean all the preceding Consecutive years shall mean all the preceding Consecutive years shall mean all the preceding

financial years for which the firm has been the financial years for which the firm has been the financial years for which the firm has been the financial years for which the firm has been the

auditor until there has been a break by five auditor until there has been a break by five auditor until there has been a break by five auditor until there has been a break by five

years or more years or more years or more years or more

� Retiring auditor not to be reappointed for 5 Retiring auditor not to be reappointed for 5 Retiring auditor not to be reappointed for 5 Retiring auditor not to be reappointed for 5

consecutive yearsconsecutive yearsconsecutive yearsconsecutive years

� In case of joint auditors In case of joint auditors In case of joint auditors In case of joint auditors –––– retirement should be retirement should be retirement should be retirement should be

in such way that all in such way that all in such way that all in such way that all of the joint auditors, of the joint auditors, of the joint auditors, of the joint auditors, do do do do not not not not

complete their term in the same year complete their term in the same year complete their term in the same year complete their term in the same year

Lunawat & Co.

AUDIT REPORTAUDIT REPORTAUDIT REPORTAUDIT REPORT�Whether he has Whether he has Whether he has Whether he has sought and obtained sought and obtained sought and obtained sought and obtained all all all all

the information…..the information…..the information…..the information…..

�Whether any director is disqualified to be Whether any director is disqualified to be Whether any director is disqualified to be Whether any director is disqualified to be

appointed as director u/s 164(2) appointed as director u/s 164(2) appointed as director u/s 164(2) appointed as director u/s 164(2) –––– now now now now

applicable to P. Ltd. co. alsoapplicable to P. Ltd. co. alsoapplicable to P. Ltd. co. alsoapplicable to P. Ltd. co. also

�Observation or comments which may have Observation or comments which may have Observation or comments which may have Observation or comments which may have

adverse effect on functioning adverse effect on functioning adverse effect on functioning adverse effect on functioning ---- thick or thick or thick or thick or

italics no longer required.italics no longer required.italics no longer required.italics no longer required.

�Reasons for negative or qualified reportReasons for negative or qualified reportReasons for negative or qualified reportReasons for negative or qualified report

Lunawat & Co.

AUDIT REPORTAUDIT REPORTAUDIT REPORTAUDIT REPORT

� Any qualification, reservation or adverse remark Any qualification, reservation or adverse remark Any qualification, reservation or adverse remark Any qualification, reservation or adverse remark

relating to maintenance of accountsrelating to maintenance of accountsrelating to maintenance of accountsrelating to maintenance of accounts

� Adequacy of internal financial controls & Adequacy of internal financial controls & Adequacy of internal financial controls & Adequacy of internal financial controls &

operating effectiveness of such controls.operating effectiveness of such controls.operating effectiveness of such controls.operating effectiveness of such controls.

� Company to disclose effect, if any, of pending Company to disclose effect, if any, of pending Company to disclose effect, if any, of pending Company to disclose effect, if any, of pending

litigations on its financial position in its FSlitigations on its financial position in its FSlitigations on its financial position in its FSlitigations on its financial position in its FS

� Provision for foreseeable losses, if any, on long Provision for foreseeable losses, if any, on long Provision for foreseeable losses, if any, on long Provision for foreseeable losses, if any, on long

term contracts including derivative contractsterm contracts including derivative contractsterm contracts including derivative contractsterm contracts including derivative contracts

� To comply with Auditing StandardsTo comply with Auditing StandardsTo comply with Auditing StandardsTo comply with Auditing Standards

Lunawat & Co.

REMOVAL / RESIGNATIONREMOVAL / RESIGNATIONREMOVAL / RESIGNATIONREMOVAL / RESIGNATION

�Removal before term Removal before term Removal before term Removal before term ---- by Special by Special by Special by Special

Resolution & CG approvalResolution & CG approvalResolution & CG approvalResolution & CG approval

�Auditor who has resigned to file a Auditor who has resigned to file a Auditor who has resigned to file a Auditor who has resigned to file a

statement with ROC in ADT 3 as well as statement with ROC in ADT 3 as well as statement with ROC in ADT 3 as well as statement with ROC in ADT 3 as well as

the Co. within 30 days, indicating the Co. within 30 days, indicating the Co. within 30 days, indicating the Co. within 30 days, indicating

reasons reasons reasons reasons –––– non compliance non compliance non compliance non compliance –––– penalty penalty penalty penalty ––––

50K to 500K50K to 500K50K to 500K50K to 500K

�Special notice required at AGM to Special notice required at AGM to Special notice required at AGM to Special notice required at AGM to

appoint other auditor than the retiring appoint other auditor than the retiring appoint other auditor than the retiring appoint other auditor than the retiring

auditor except in case of rotationauditor except in case of rotationauditor except in case of rotationauditor except in case of rotation

Lunawat & Co.

REMOVALREMOVALREMOVALREMOVAL

� In case CG /Tribunal / any person concerned is In case CG /Tribunal / any person concerned is In case CG /Tribunal / any person concerned is In case CG /Tribunal / any person concerned is

satisfied, that auditor has directly or indirectly: satisfied, that auditor has directly or indirectly: satisfied, that auditor has directly or indirectly: satisfied, that auditor has directly or indirectly:

� Acted in fraudulent manner, orActed in fraudulent manner, orActed in fraudulent manner, orActed in fraudulent manner, or

� Abetted, orAbetted, orAbetted, orAbetted, or

� Colluded in any fraud, Colluded in any fraud, Colluded in any fraud, Colluded in any fraud,

� Change the auditor Change the auditor Change the auditor Change the auditor

� If on CG application If on CG application If on CG application If on CG application –––– tribunal on satisfaction tribunal on satisfaction tribunal on satisfaction tribunal on satisfaction

change in 15 dayschange in 15 dayschange in 15 dayschange in 15 days

� And in case final order is passed And in case final order is passed And in case final order is passed And in case final order is passed ---- shall not be shall not be shall not be shall not be

appointed for 5 appointed for 5 appointed for 5 appointed for 5 yrsyrsyrsyrs in any other Co. in any other Co. in any other Co. in any other Co.

� And shall be liable u/s 447And shall be liable u/s 447And shall be liable u/s 447And shall be liable u/s 447

Lunawat & Co.

POWER & DUTIESPOWER & DUTIESPOWER & DUTIESPOWER & DUTIES

� To have access to books of accounts & vouchersTo have access to books of accounts & vouchersTo have access to books of accounts & vouchersTo have access to books of accounts & vouchers

� Sign Audit reportSign Audit reportSign Audit reportSign Audit report

� Has to attend AGM unless otherwise exemptedHas to attend AGM unless otherwise exemptedHas to attend AGM unless otherwise exemptedHas to attend AGM unless otherwise exempted

� If in course of audit he has reason to believe If in course of audit he has reason to believe If in course of audit he has reason to believe If in course of audit he has reason to believe

that an offence involving fraud is being or has that an offence involving fraud is being or has that an offence involving fraud is being or has that an offence involving fraud is being or has

been committed against co. by officers or been committed against co. by officers or been committed against co. by officers or been committed against co. by officers or

employees employees employees employees –––– to report matter to CG in ADT 4 to report matter to CG in ADT 4 to report matter to CG in ADT 4 to report matter to CG in ADT 4

within 60 days after following procedure (Rule within 60 days after following procedure (Rule within 60 days after following procedure (Rule within 60 days after following procedure (Rule

13)13)13)13)

� NonNonNonNon---- compliance fine compliance fine compliance fine compliance fine ---- RsRsRsRs. 1 Lac to . 1 Lac to . 1 Lac to . 1 Lac to RsRsRsRs. 25 . 25 . 25 . 25 LacsLacsLacsLacs

[143(15)][143(15)][143(15)][143(15)]

Lunawat & Co.

PENALTIES (147)PENALTIES (147)PENALTIES (147)PENALTIES (147)

�General General General General –––– Co Co Co Co ---- Fine 25 K to Fine 25 K to Fine 25 K to Fine 25 K to RsRsRsRs. 500K; . 500K; . 500K; . 500K;

OID OID OID OID –––– imp imp imp imp uptouptouptoupto 1 1 1 1 yryryryr or fine 10k to 100k or fine 10k to 100k or fine 10k to 100k or fine 10k to 100k

or bothor bothor bothor both

�Auditor Auditor Auditor Auditor –––– 25k to 500 k if 25k to 500 k if 25k to 500 k if 25k to 500 k if

�Wrong appointment (139);Wrong appointment (139);Wrong appointment (139);Wrong appointment (139);

�Duty to audit & comply auditing standards Duty to audit & comply auditing standards Duty to audit & comply auditing standards Duty to audit & comply auditing standards

(143);(143);(143);(143);

�Rendering other services (144); orRendering other services (144); orRendering other services (144); orRendering other services (144); or

�Fail to sign audit report (145)Fail to sign audit report (145)Fail to sign audit report (145)Fail to sign audit report (145)

Lunawat & Co.

PENALTIES (147)PENALTIES (147)PENALTIES (147)PENALTIES (147)� Imprisonment up to 1 Imprisonment up to 1 Imprisonment up to 1 Imprisonment up to 1 yryryryr & fine from 1 L to 25 L & fine from 1 L to 25 L & fine from 1 L to 25 L & fine from 1 L to 25 L

in case there is intention to deceive in case there is intention to deceive in case there is intention to deceive in case there is intention to deceive

� Company; or Company; or Company; or Company; or

� Shareholders; or Shareholders; or Shareholders; or Shareholders; or

� Creditors; or Creditors; or Creditors; or Creditors; or

� Tax authorities.Tax authorities.Tax authorities.Tax authorities.

�Where he is convicted for above, then liable to:Where he is convicted for above, then liable to:Where he is convicted for above, then liable to:Where he is convicted for above, then liable to:

�Refund the remuneration received to the company; Refund the remuneration received to the company; Refund the remuneration received to the company; Refund the remuneration received to the company;

� Pay damages to co, statutory bodies or authorities Pay damages to co, statutory bodies or authorities Pay damages to co, statutory bodies or authorities Pay damages to co, statutory bodies or authorities

or to any other persons for loss arising out of or to any other persons for loss arising out of or to any other persons for loss arising out of or to any other persons for loss arising out of

incorrect or misleading statements of particulars incorrect or misleading statements of particulars incorrect or misleading statements of particulars incorrect or misleading statements of particulars

made in his report.made in his report.made in his report.made in his report.

Lunawat & Co.

PENALTIES (147)PENALTIES (147)PENALTIES (147)PENALTIES (147)

�When it is proved that partner or partners of When it is proved that partner or partners of When it is proved that partner or partners of When it is proved that partner or partners of

the audit firm has or have acted in fraudulent the audit firm has or have acted in fraudulent the audit firm has or have acted in fraudulent the audit firm has or have acted in fraudulent

manner or abetted or colluded in any fraud by, manner or abetted or colluded in any fraud by, manner or abetted or colluded in any fraud by, manner or abetted or colluded in any fraud by,

or in relation to or by, the co. or its directors or or in relation to or by, the co. or its directors or or in relation to or by, the co. or its directors or or in relation to or by, the co. or its directors or

officers, then liability of the firm jointly and officers, then liability of the firm jointly and officers, then liability of the firm jointly and officers, then liability of the firm jointly and

severally for civil as well as criminal liabilityseverally for civil as well as criminal liabilityseverally for civil as well as criminal liabilityseverally for civil as well as criminal liability

� Penalties by NFRAPenalties by NFRAPenalties by NFRAPenalties by NFRA

� Can ABC & Co. being statutory auditors issue Can ABC & Co. being statutory auditors issue Can ABC & Co. being statutory auditors issue Can ABC & Co. being statutory auditors issue

Form 15CB certificate related to coForm 15CB certificate related to coForm 15CB certificate related to coForm 15CB certificate related to co? ? ? ?

� If yes, what is to be done?If yes, what is to be done?If yes, what is to be done?If yes, what is to be done?

Lunawat & Co.

PENALTIES (147)PENALTIES (147)PENALTIES (147)PENALTIES (147)

� The saving grace:The saving grace:The saving grace:The saving grace:

� In case of criminal liability of any audit firm, In case of criminal liability of any audit firm, In case of criminal liability of any audit firm, In case of criminal liability of any audit firm,

the liability other than fine, shall devolve only the liability other than fine, shall devolve only the liability other than fine, shall devolve only the liability other than fine, shall devolve only

on the concerned partner or partners, who on the concerned partner or partners, who on the concerned partner or partners, who on the concerned partner or partners, who

acted in a acted in a acted in a acted in a fraudulent fraudulent fraudulent fraudulent manner or abetted or, as manner or abetted or, as manner or abetted or, as manner or abetted or, as

the case may be, colluded in any the case may be, colluded in any the case may be, colluded in any the case may be, colluded in any fraudfraudfraudfraud (Rule (Rule (Rule (Rule

9)9)9)9)

Lunawat & Co.

DIRECTORSDIRECTORSDIRECTORSDIRECTORS

Lunawat & Co.

APPOINTMENTAPPOINTMENTAPPOINTMENTAPPOINTMENT•Private Private Private Private ---- 2222

•Public Public Public Public –––– 3333

•OPC OPC OPC OPC ---- 1111MinimumMinimumMinimumMinimum

•15 15 15 15 –––– More More More More –––– Special resolutionSpecial resolutionSpecial resolutionSpecial resolutionMaximumMaximumMaximumMaximum

•1 1 1 1 –––– more than 182 days in calendar more than 182 days in calendar more than 182 days in calendar more than 182 days in calendar year year year year –––– comply by 31.3.2015comply by 31.3.2015comply by 31.3.2015comply by 31.3.2015ResidentResidentResidentResident

•Listed Listed Listed Listed –––– 1/31/31/31/3rdrdrdrd

•Pub co Pub co Pub co Pub co –––– capital >=100Cr / Turnover capital >=100Cr / Turnover capital >=100Cr / Turnover capital >=100Cr / Turnover >= 300 Cr / Borrowing >= 200 Cr >= 300 Cr / Borrowing >= 200 Cr >= 300 Cr / Borrowing >= 200 Cr >= 300 Cr / Borrowing >= 200 Cr

IndependentIndependentIndependentIndependent

•Listed Co Listed Co Listed Co Listed Co –––– by 31.3.2015by 31.3.2015by 31.3.2015by 31.3.2015

•Co Paid up capital > 100 Cr Co Paid up capital > 100 Cr Co Paid up capital > 100 Cr Co Paid up capital > 100 Cr –––– 3 yrs3 yrs3 yrs3 yrsWomenWomenWomenWomen

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS� Of unsound mindOf unsound mindOf unsound mindOf unsound mind

� Is an Is an Is an Is an undischargedundischargedundischargedundischarged insolventinsolventinsolventinsolvent

� Has applied to be adjudicated as an insolvent Has applied to be adjudicated as an insolvent Has applied to be adjudicated as an insolvent Has applied to be adjudicated as an insolvent

and his application is pending;and his application is pending;and his application is pending;and his application is pending;

� Has been convicted by a court of any offence, Has been convicted by a court of any offence, Has been convicted by a court of any offence, Has been convicted by a court of any offence,

whether involving moral turpitude & whether involving moral turpitude & whether involving moral turpitude & whether involving moral turpitude &

sentenced in respect thereof to imp. for sentenced in respect thereof to imp. for sentenced in respect thereof to imp. for sentenced in respect thereof to imp. for > > > > 6 6 6 6

mnthsmnthsmnthsmnths & a period of 5 years has not elapsed& a period of 5 years has not elapsed& a period of 5 years has not elapsed& a period of 5 years has not elapsed

� However, if convicted for a period of seven However, if convicted for a period of seven However, if convicted for a period of seven However, if convicted for a period of seven

years or more, he shall not be eligible to be years or more, he shall not be eligible to be years or more, he shall not be eligible to be years or more, he shall not be eligible to be

appointed as a director in any companyappointed as a director in any companyappointed as a director in any companyappointed as a director in any company

Lunawat & Co.

DISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONSDISQUALIFICATIONS� Disqualified by a court or TribunalDisqualified by a court or TribunalDisqualified by a court or TribunalDisqualified by a court or Tribunal

� NNNNot paid calls in respect of any shares of co. held ot paid calls in respect of any shares of co. held ot paid calls in respect of any shares of co. held ot paid calls in respect of any shares of co. held

by him, whether alone or jointly with others, & 6 by him, whether alone or jointly with others, & 6 by him, whether alone or jointly with others, & 6 by him, whether alone or jointly with others, & 6

mnthsmnthsmnthsmnths have elapsed from last day of callhave elapsed from last day of callhave elapsed from last day of callhave elapsed from last day of call

� Has been convicted for related party trans. u/s Has been convicted for related party trans. u/s Has been convicted for related party trans. u/s Has been convicted for related party trans. u/s

188 at any time during last 5 188 at any time during last 5 188 at any time during last 5 188 at any time during last 5 yrsyrsyrsyrs

� Has been appointed without DIN.Has been appointed without DIN.Has been appointed without DIN.Has been appointed without DIN.

� Co. in which he is director has not filed FS or AR Co. in which he is director has not filed FS or AR Co. in which he is director has not filed FS or AR Co. in which he is director has not filed FS or AR

for 3 continuous yearsfor 3 continuous yearsfor 3 continuous yearsfor 3 continuous years

� Co. in which he is director fails to repay deposits Co. in which he is director fails to repay deposits Co. in which he is director fails to repay deposits Co. in which he is director fails to repay deposits

/ debentures / dividend / debentures / dividend / debentures / dividend / debentures / dividend ---- failure continues failure continues failure continues failure continues >>>>1 1 1 1 yryryryr

Lunawat & Co.

VACATION OF OFFICEVACATION OF OFFICEVACATION OF OFFICEVACATION OF OFFICE� Disqualified u/s 164Disqualified u/s 164Disqualified u/s 164Disqualified u/s 164

� Absents himself from all BOD meetings for 12 Absents himself from all BOD meetings for 12 Absents himself from all BOD meetings for 12 Absents himself from all BOD meetings for 12

months with or without seeking leavemonths with or without seeking leavemonths with or without seeking leavemonths with or without seeking leave

� Acts in contravention of s. 184Acts in contravention of s. 184Acts in contravention of s. 184Acts in contravention of s. 184

� Is disqualified by order of court or TribunalIs disqualified by order of court or TribunalIs disqualified by order of court or TribunalIs disqualified by order of court or Tribunal

� Is convicted by a court of & imp. for Is convicted by a court of & imp. for Is convicted by a court of & imp. for Is convicted by a court of & imp. for >>>> 6months6months6months6months

� Is removed in pursuance of this ActIs removed in pursuance of this ActIs removed in pursuance of this ActIs removed in pursuance of this Act

� Have been appointed a director due to holding Have been appointed a director due to holding Have been appointed a director due to holding Have been appointed a director due to holding

office office office office etcetcetcetc in other co. ceases to hold such officein other co. ceases to hold such officein other co. ceases to hold such officein other co. ceases to hold such office

� NonNonNonNon---- compliance compliance compliance compliance ---- imprisonment imprisonment imprisonment imprisonment uptouptouptoupto 1 1 1 1 yryryryr or or or or

fine 1Lfine 1Lfine 1Lfine 1L----5L or both5L or both5L or both5L or both

Lunawat & Co.

DIRECTORS DIRECTORS DIRECTORS DIRECTORS ---- DUTIESDUTIESDUTIESDUTIES� ShallShallShallShall actactactact inininin accordanceaccordanceaccordanceaccordance withwithwithwith ArticlesArticlesArticlesArticles

� ShallShallShallShall actactactact inininin goodgoodgoodgood faithfaithfaithfaith inininin orderorderorderorder totototo promotepromotepromotepromote objectsobjectsobjectsobjects ofofofof

companycompanycompanycompany forforforfor benefitbenefitbenefitbenefit ofofofof members,members,members,members, CoCoCoCo....,,,, employees,employees,employees,employees,

communitycommunitycommunitycommunity andandandand forforforfor preventionpreventionpreventionprevention ofofofof environmentenvironmentenvironmentenvironment....

� ShallShallShallShall exerciseexerciseexerciseexercise hishishishis dutiesdutiesdutiesduties withwithwithwith reasonablereasonablereasonablereasonable care,care,care,care, skillskillskillskill andandandand

diligencediligencediligencediligence....

� ShallShallShallShall notnotnotnot involveinvolveinvolveinvolve inininin situationsituationsituationsituation inininin whichwhichwhichwhich hehehehe hashashashas directdirectdirectdirect orororor

indirectindirectindirectindirect interestinterestinterestinterest whichwhichwhichwhich conflictconflictconflictconflict withwithwithwith interestinterestinterestinterest ofofofof CoCoCoCo....

� ShallShallShallShall notnotnotnot achieveachieveachieveachieve orororor attendattendattendattend totototo achieveachieveachieveachieve undueundueundueundue gaingaingaingain orororor

advantageadvantageadvantageadvantage....

� ShallShallShallShall notnotnotnot assignassignassignassign hishishishis officeofficeofficeoffice....

� If contravenes PenaltyIf contravenes PenaltyIf contravenes PenaltyIf contravenes Penalty–––– minminminmin---- 1 L max 1 L max 1 L max 1 L max –––– 5 L5 L5 L5 L

Lunawat & Co.

MEETING OF BOARD & ITS POWERSMEETING OF BOARD & ITS POWERSMEETING OF BOARD & ITS POWERSMEETING OF BOARD & ITS POWERS

� Chapter XIIChapter XIIChapter XIIChapter XII

� Sections Sections Sections Sections –––– 173173173173----195 195 195 195 –––– 9 sections 9 sections 9 sections 9 sections

applicableapplicableapplicableapplicable

� Others from 1.4.2014Others from 1.4.2014Others from 1.4.2014Others from 1.4.2014

Lunawat & Co.

Lunawat & Co.

LOANSLOANSLOANSLOANS

Debentures, Debentures, Debentures, Debentures, BondsBondsBondsBonds DepositsDepositsDepositsDeposits

Other Other Other Other than than than than

DepositDepositDepositDeposit

ICDICDICDICD Banks, FIsBanks, FIsBanks, FIsBanks, FIsFrom From From From

DirectorDirectorDirectorDirector

LOANS LOANS LOANS LOANS –––– TAKING (179)TAKING (179)TAKING (179)TAKING (179)

Capital Capital Capital Capital ----1 L1 L1 L1 L

Free Reserve Free Reserve Free Reserve Free Reserve –––– 1 L1 L1 L1 L

Existing Loan Existing Loan Existing Loan Existing Loan –––– 1 L1 L1 L1 L

New Loan New Loan New Loan New Loan ––––50 K50 K50 K50 K

Board Board Board Board Resolution Resolution Resolution Resolution ----

ROCROCROCROC

Lunawat & Co.

LOANS LOANS LOANS LOANS –––– TAKINGTAKINGTAKINGTAKING (180)(180)(180)(180)Lunawat & Co.

TAKING LOANS (180)TAKING LOANS (180)TAKING LOANS (180)TAKING LOANS (180)

�ForForForFor ssss.... 180180180180,,,, loansloansloansloans includesincludesincludesincludes loansloansloansloans fromfromfromfrom banksbanksbanksbanks

tootootootoo

�TemporaryTemporaryTemporaryTemporary loansloansloansloans fromfromfromfrom bankersbankersbankersbankers inininin ordinaryordinaryordinaryordinary

coursecoursecoursecourse ofofofof businessbusinessbusinessbusiness notnotnotnot includedincludedincludedincluded inininin limitslimitslimitslimits

�TemporaryTemporaryTemporaryTemporary loansloansloansloans meansmeansmeansmeans repayablerepayablerepayablerepayable onononon::::

�DemandDemandDemandDemand

�WithinWithinWithinWithin 6666 monthsmonthsmonthsmonths –––– shortshortshortshort termtermtermterm

�CC,CC,CC,CC, BillBillBillBill discounting,discounting,discounting,discounting, shortshortshortshort termtermtermterm seasonalseasonalseasonalseasonal loansloansloansloans

�ButButButBut doesdoesdoesdoes notnotnotnot includeincludeincludeinclude loanloanloanloan forforforfor capitalcapitalcapitalcapital purposepurposepurposepurpose

Lunawat & Co.

PENALTY FOR DELAY IN FILINGPENALTY FOR DELAY IN FILINGPENALTY FOR DELAY IN FILINGPENALTY FOR DELAY IN FILING

�DelayDelayDelayDelay uptouptouptoupto 270270270270 daysdaysdaysdays –––– 12121212 timestimestimestimes filingfilingfilingfiling feefeefeefee

�AfterAfterAfterAfter 300300300300 daysdaysdaysdays::::

�OnOnOnOn companycompanycompanycompany –––– finefinefinefine RsRsRsRs.... 5555 LLLL –––– 25252525 LLLL;;;; andandandand

�OnOnOnOn officerofficerofficerofficer inininin defaultdefaultdefaultdefault –––– finefinefinefine RsRsRsRs.... 1111 LLLL –––– 5555 LLLL

Lunawat & Co.

INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (ICDICDICDICD))))

�CanCanCanCan aaaa companycompanycompanycompany taketaketaketake ICD?ICD?ICD?ICD?

�WhatWhatWhatWhat ifififif thethethethe companycompanycompanycompany fromfromfromfrom whomwhomwhomwhom youyouyouyou

taketaketaketake ICDICDICDICD hashashashas samesamesamesame directordirectordirectordirector asasasas youryouryouryour

company?company?company?company?

�WhatWhatWhatWhat ifififif thethethethe companycompanycompanycompany fromfromfromfrom whomwhomwhomwhom youyouyouyou

taketaketaketake ICDICDICDICD hashashashas aaaa membermembermembermember whowhowhowho isisisis alsoalsoalsoalso aaaa

directordirectordirectordirector inininin youryouryouryour companycompanycompanycompany????

Lunawat & Co.

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR (185)(185)(185)(185)� Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance

any any any any loanloanloanloan or any or any or any or any loan represented by book debt loan represented by book debt loan represented by book debt loan represented by book debt

or give or give or give or give guaranteeguaranteeguaranteeguarantee or or or or provide security in provide security in provide security in provide security in

connection with loan takenconnection with loan takenconnection with loan takenconnection with loan taken to:to:to:to:

�Director of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relative

�Director of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relative

� Firm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partner

� Pvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or member

� Co in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting power

� Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or

instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.

Lunawat & Co.

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR –––– EXCEPTIONSEXCEPTIONSEXCEPTIONSEXCEPTIONS

�MD or WTD if condition of service MD or WTD if condition of service MD or WTD if condition of service MD or WTD if condition of service ---- all employeesall employeesall employeesall employees

� Any scheme approved by members by Any scheme approved by members by Any scheme approved by members by Any scheme approved by members by splsplsplspl

resolutionresolutionresolutionresolution

� Co in business of providing loans Co in business of providing loans Co in business of providing loans Co in business of providing loans ---- InttInttInttIntt rate > rate > rate > rate >

bank rate by RBIbank rate by RBIbank rate by RBIbank rate by RBI

� Loan, Guarantee, Loan, Guarantee, Loan, Guarantee, Loan, Guarantee, etcetcetcetc by holding co. to by holding co. to by holding co. to by holding co. to its its its its WOSCWOSCWOSCWOSC

� GGGGuarantee uarantee uarantee uarantee given or security provided by a given or security provided by a given or security provided by a given or security provided by a

holding holding holding holding in in in in respect of loan made by respect of loan made by respect of loan made by respect of loan made by bank bank bank bank or or or or FI to FI to FI to FI to

its its its its subsidiarysubsidiarysubsidiarysubsidiary

� HHHHowever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for

principle business activitiesprinciple business activitiesprinciple business activitiesprinciple business activities

Lunawat & Co.

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR –––– PENALTYPENALTYPENALTYPENALTY

�On Giver i.e., Company:On Giver i.e., Company:On Giver i.e., Company:On Giver i.e., Company:

�Minimum Minimum Minimum Minimum RsRsRsRs. 5 . 5 . 5 . 5 LacsLacsLacsLacs

�Maximum Maximum Maximum Maximum RRRRssss. 25 . 25 . 25 . 25 LacsLacsLacsLacs

�On Taker i.e., director:On Taker i.e., director:On Taker i.e., director:On Taker i.e., director:

� IIIImprisonment mprisonment mprisonment mprisonment uptouptouptoupto 6 months 6 months 6 months 6 months

�Penalty Penalty Penalty Penalty ---- Minimum Minimum Minimum Minimum RsRsRsRs. 5 . 5 . 5 . 5 LacsLacsLacsLacs

�Penalty Penalty Penalty Penalty ---- Maximum Maximum Maximum Maximum RsRsRsRs. 25 . 25 . 25 . 25 LacsLacsLacsLacs

Lunawat & Co.

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

� CompanyCompanyCompanyCompany cancancancan makemakemakemake investmentinvestmentinvestmentinvestment throughthroughthroughthrough notnotnotnot

moremoremoremore thanthanthanthan 2222 layerslayerslayerslayers ofofofof investinvestinvestinvest.... CoCoCoCo.... ExceptionsExceptionsExceptionsExceptions::::----� AcquisitionAcquisitionAcquisitionAcquisition ofofofof anyanyanyany otherotherotherother companycompanycompanycompany incorporatedincorporatedincorporatedincorporated outsideoutsideoutsideoutside IndiaIndiaIndiaIndia ifififif suchsuchsuchsuch

otherotherotherother companycompanycompanycompany hashashashas investmentinvestmentinvestmentinvestment beyondbeyondbeyondbeyond twotwotwotwo layerslayerslayerslayers asasasas perperperper thethethethe lawslawslawslaws ofofofof

thatthatthatthat countrycountrycountrycountry....

� InvestmentInvestmentInvestmentInvestment bybybyby subsidiarysubsidiarysubsidiarysubsidiary companycompanycompanycompany inininin investmentinvestmentinvestmentinvestment subsidiarysubsidiarysubsidiarysubsidiary forforforfor thethethethe

purposepurposepurposepurpose ofofofof meetingmeetingmeetingmeeting anyanyanyany requirementrequirementrequirementrequirement underunderunderunder anyanyanyany lawlawlawlaw inininin forceforceforceforce....

� DisclosureDisclosureDisclosureDisclosure ofofofof detailsdetailsdetailsdetails andandandand purposespurposespurposespurposes ofofofof loan,loan,loan,loan,

guarantee,guarantee,guarantee,guarantee, investmentinvestmentinvestmentinvestment inininin financialfinancialfinancialfinancial statementstatementstatementstatement....

� CannotCannotCannotCannot givegivegivegive anyanyanyany loan/investmentloan/investmentloan/investmentloan/investment ifififif companycompanycompanycompany isisisis

inininin defaultdefaultdefaultdefault ofofofof payingpayingpayingpaying depositdepositdepositdeposit orororor interestinterestinterestinterest andandandand saidsaidsaidsaid

defaultdefaultdefaultdefault subsistssubsistssubsistssubsists....

Lunawat & Co.

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

� Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits ––––

SR required. SR required. SR required. SR required. InttInttInttIntt > govt. security> govt. security> govt. security> govt. security

� ComplianceComplianceComplianceCompliance sufficientsufficientsufficientsufficient ifififif SRSRSRSR isisisis passedpassedpassedpassed bybybyby

31313131....3333....2015201520152015....

� RegisterRegisterRegisterRegister totototo bebebebe maintainedmaintainedmaintainedmaintained

� NoNoNoNo SRSRSRSR requiredrequiredrequiredrequired ifififif aaaa loanloanloanloan orororor guaranteeguaranteeguaranteeguarantee givengivengivengiven orororor

securitysecuritysecuritysecurity providedprovidedprovidedprovided totototo itsitsitsits WOSCWOSCWOSCWOSC orororor aaaa JVJVJVJV orororor forforforfor

purchasepurchasepurchasepurchase //// subscriptionsubscriptionsubscriptionsubscription ofofofof securitiessecuritiessecuritiessecurities ofofofof WOSCWOSCWOSCWOSC....

HoweverHoweverHoweverHowever disclosuredisclosuredisclosuredisclosure requiredrequiredrequiredrequired inininin FSFSFSFS

Lunawat & Co.

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

�Exemption of provisions toExemption of provisions toExemption of provisions toExemption of provisions to

�Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a

Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance

Co., Co., Co., Co., Co.engagedCo.engagedCo.engagedCo.engaged in business of Financing of in business of Financing of in business of Financing of in business of Financing of

Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities

�Acquisitions by :Acquisitions by :Acquisitions by :Acquisitions by :----

�NBFC whose principal business is acquiring NBFC whose principal business is acquiring NBFC whose principal business is acquiring NBFC whose principal business is acquiring

SecuritiesSecuritiesSecuritiesSecurities

�AAAA Company whose principal business is Company whose principal business is Company whose principal business is Company whose principal business is

acquisition of securitiesacquisition of securitiesacquisition of securitiesacquisition of securities

�Right Issue.Right Issue.Right Issue.Right Issue.

Lunawat & Co.

PENALTIESPENALTIESPENALTIESPENALTIES

�On companyOn companyOn companyOn company

�Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/----

�Maximum Rs.5,00,000/Maximum Rs.5,00,000/Maximum Rs.5,00,000/Maximum Rs.5,00,000/----

�On every Officer in Default On every Officer in Default On every Officer in Default On every Officer in Default

� Imprisonment up to 2 Imprisonment up to 2 Imprisonment up to 2 Imprisonment up to 2 yrsyrsyrsyrs; or; or; or; or

�FineFineFineFine

�Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/----

�Maximum Rs.1,00,000/Maximum Rs.1,00,000/Maximum Rs.1,00,000/Maximum Rs.1,00,000/----; or; or; or; or

�bothbothbothboth128

Lunawat & Co.

VARIOUS REGISTERS TO BE MAINTAINEDVARIOUS REGISTERS TO BE MAINTAINEDVARIOUS REGISTERS TO BE MAINTAINEDVARIOUS REGISTERS TO BE MAINTAINEDS. No.S. No.S. No.S. No. NameNameNameName Name of RegisterName of RegisterName of RegisterName of Register Relevant ProvisionRelevant ProvisionRelevant ProvisionRelevant Provision

1111 MGT MGT MGT MGT –––– 1111 Register of MembersRegister of MembersRegister of MembersRegister of Members S.88(1)(a) & R.3(1) S.88(1)(a) & R.3(1) S.88(1)(a) & R.3(1) S.88(1)(a) & R.3(1) ---- MANAGEMENT MANAGEMENT MANAGEMENT MANAGEMENT & & & & ADMINADMINADMINADMIN

2222 MGT MGT MGT MGT –––– 2222 Register of Debenture Register of Debenture Register of Debenture Register of Debenture / / / /

Other Securities HoldersOther Securities HoldersOther Securities HoldersOther Securities Holders

S.88(1)(b) & (c) S.88(1)(b) & (c) S.88(1)(b) & (c) S.88(1)(b) & (c) & & & & R.4 R.4 R.4 R.4 ---- MANAGEMENT MANAGEMENT MANAGEMENT MANAGEMENT & & & &

ADMIN.ADMIN.ADMIN.ADMIN.

3333 RegisterRegisterRegisterRegister Register of Directors Register of Directors Register of Directors Register of Directors & & & &

KMP & their KMP & their KMP & their KMP & their ShareholdingShareholdingShareholdingShareholding

S.170 & R.17 S.170 & R.17 S.170 & R.17 S.170 & R.17 ---- APPOINTMENT APPOINTMENT APPOINTMENT APPOINTMENT & & & &

QUALIFICATION OF QUALIFICATION OF QUALIFICATION OF QUALIFICATION OF DIRECTORDIRECTORDIRECTORDIRECTOR

4444 SH SH SH SH –––– 2222 Register of Register of Register of Register of renewed renewed renewed renewed &&&&

duplicate share duplicate share duplicate share duplicate share CertificateCertificateCertificateCertificateS.46(3) & R.6(3)(a) S.46(3) & R.6(3)(a) S.46(3) & R.6(3)(a) S.46(3) & R.6(3)(a) ---- SHARE SHARE SHARE SHARE CAPITAL & CAPITAL & CAPITAL & CAPITAL & DEB.DEB.DEB.DEB.

5555 SH SH SH SH –––– 3333 Register of Register of Register of Register of Sweat EquitySweat EquitySweat EquitySweat Equity S.54 & R.8(14) S.54 & R.8(14) S.54 & R.8(14) S.54 & R.8(14) ---- SHARE SHARE SHARE SHARE CAPITAL & CAPITAL & CAPITAL & CAPITAL & DEB.DEB.DEB.DEB.

6666 SHSHSHSH –––– 6666 Register of Register of Register of Register of ESOPESOPESOPESOP S.62(1)(b) & R.12(10) S.62(1)(b) & R.12(10) S.62(1)(b) & R.12(10) S.62(1)(b) & R.12(10) ---- SHARE CAP. SHARE CAP. SHARE CAP. SHARE CAP. & & & & DEB.DEB.DEB.DEB.

7777 SH SH SH SH –––– 10101010 Register of Shares/Other Register of Shares/Other Register of Shares/Other Register of Shares/Other

Securities Bought BackSecurities Bought BackSecurities Bought BackSecurities Bought BackS.68(9) & R.17(12) S.68(9) & R.17(12) S.68(9) & R.17(12) S.68(9) & R.17(12) ---- SHARE SHARE SHARE SHARE CAPITAL & CAPITAL & CAPITAL & CAPITAL & DEB.DEB.DEB.DEB.

8888 CHG CHG CHG CHG –––– 7777 Register of ChargesRegister of ChargesRegister of ChargesRegister of Charges S.85 & R.10(1) S.85 & R.10(1) S.85 & R.10(1) S.85 & R.10(1) ---- REGISTRATION REGISTRATION REGISTRATION REGISTRATION OF OF OF OF CHARGESCHARGESCHARGESCHARGES

9999 MBP MBP MBP MBP –––– 2222 Register of Loans, Register of Loans, Register of Loans, Register of Loans,

Guarantee, Guarantee, Guarantee, Guarantee, etc.etc.etc.etc.

S.186(9) & R.12(1) S.186(9) & R.12(1) S.186(9) & R.12(1) S.186(9) & R.12(1) ---- MEETINGS MEETINGS MEETINGS MEETINGS OF BOARDS OF BOARDS OF BOARDS OF BOARDS

& ITS & ITS & ITS & ITS POWERSPOWERSPOWERSPOWERS

10101010 MBP MBP MBP MBP –––– 3333 Register of Investment Register of Investment Register of Investment Register of Investment not not not not

held in its own name held in its own name held in its own name held in its own name

S.187(3) & R.14(1) S.187(3) & R.14(1) S.187(3) & R.14(1) S.187(3) & R.14(1) ---- MMMMEETINGS EETINGS EETINGS EETINGS OF BOARDS OF BOARDS OF BOARDS OF BOARDS

& ITS & ITS & ITS & ITS POWERSPOWERSPOWERSPOWERS

11111111 MBP MBP MBP MBP ---- 4444 Register of Contracts Register of Contracts Register of Contracts Register of Contracts in in in in

which which which which Directors Directors Directors Directors are are are are

interestedinterestedinterestedinterested

S.189(1) & R.16(1) S.189(1) & R.16(1) S.189(1) & R.16(1) S.189(1) & R.16(1) ---- MEETINGS MEETINGS MEETINGS MEETINGS OF BOARDS OF BOARDS OF BOARDS OF BOARDS

& ITS & ITS & ITS & ITS POWERSPOWERSPOWERSPOWERS

Lunawat & Co.

FRAUDFRAUDFRAUDFRAUDLunawat & Co.

DEFINED (447)DEFINED (447)DEFINED (447)DEFINED (447)�AnyAnyAnyAny actactactact orororor omission,omission,omission,omission,

�ConcealmentConcealmentConcealmentConcealment ofofofof factfactfactfact orororor

�AbuseAbuseAbuseAbuse ofofofof positionpositionpositionposition ofofofof anyanyanyany personpersonpersonperson (by(by(by(by himhimhimhim orororor

herselfherselfherselfherself orororor bybybyby anyanyanyany otherotherotherother personpersonpersonperson inininin connivanceconnivanceconnivanceconnivance inininin

anyanyanyany manner)manner)manner)manner)....

�WithWithWithWith thethethethe intentintentintentintent totototo deceivedeceivedeceivedeceive orororor totototo gaingaingaingain undueundueundueundue

advantageadvantageadvantageadvantage totototo injureinjureinjureinjure thethethethe interestinterestinterestinterest ofofofof� Company,Company,Company,Company, orororor

� Shareholders,Shareholders,Shareholders,Shareholders, orororor

� Creditors,Creditors,Creditors,Creditors, orororor

� AnyAnyAnyAny otherotherotherother personpersonpersonperson (whether(whether(whether(whether orororor notnotnotnot theretheretherethere isisisis anyanyanyany wrongfulwrongfulwrongfulwrongful gaingaingaingain

orororor loss)loss)loss)loss)....

Lunawat & Co.

PUNISHMENTPUNISHMENTPUNISHMENTPUNISHMENT

� ImprisonmentImprisonmentImprisonmentImprisonment notnotnotnot lesslesslessless thanthanthanthan 6666 monthsmonthsmonthsmonths

totototo 10101010 yearsyearsyearsyears

� ++++ FineFineFineFine notnotnotnot bebebebe lesslesslessless thanthanthanthan amountamountamountamount

involvedinvolvedinvolvedinvolved inininin thethethethe fraudfraudfraudfraud whichwhichwhichwhich maymaymaymay extendextendextendextend

totototo 3333 timestimestimestimes....

� IfIfIfIf fraudfraudfraudfraud inininin questionquestionquestionquestion involvesinvolvesinvolvesinvolves publicpublicpublicpublic

interestinterestinterestinterest thenthenthenthen thethethethe imprisonmentimprisonmentimprisonmentimprisonment shallshallshallshall

notnotnotnot bebebebe lesslesslessless thanthanthanthan 3333 yearsyearsyearsyears....

Lunawat & Co.

FALSE STATEMENT (448)FALSE STATEMENT (448)FALSE STATEMENT (448)FALSE STATEMENT (448)� IfIfIfIf anyanyanyany personpersonpersonperson makesmakesmakesmakes aaaa falsefalsefalsefalse statementstatementstatementstatement inininin

anyanyanyany::::

� ReturnReturnReturnReturn

� ReportReportReportReport

� CertificateCertificateCertificateCertificate

� FSFSFSFS

� ProspectusProspectusProspectusProspectus

� OtherOtherOtherOther documentdocumentdocumentdocument underunderunderunder thisthisthisthis ActActActAct

� IsIsIsIs falsefalsefalsefalse inininin anyanyanyany materialmaterialmaterialmaterial particulars,particulars,particulars,particulars, knowingknowingknowingknowing itititit totototo bebebebe falsefalsefalsefalse

� OmitsOmitsOmitsOmits anyanyanyany materialmaterialmaterialmaterial factfactfactfact knowingknowingknowingknowing itititit totototo bebebebe materialmaterialmaterialmaterial

�ActionActionActionAction u/su/su/su/s 447447447447

Lunawat & Co.

FALSE EVIDENCE (449)FALSE EVIDENCE (449)FALSE EVIDENCE (449)FALSE EVIDENCE (449)� IfIfIfIf anyanyanyany personpersonpersonperson givesgivesgivesgives intentionallyintentionallyintentionallyintentionally aaaa falsefalsefalsefalse

evidenceevidenceevidenceevidence::::

� UponUponUponUpon examinationexaminationexaminationexamination onononon

� oathoathoathoath orororor

� solemnsolemnsolemnsolemn affirmationaffirmationaffirmationaffirmation

� InInInIn anananan

� AffidavitAffidavitAffidavitAffidavit

� DepositionDepositionDepositionDeposition

� SolemnSolemnSolemnSolemn affirmationaffirmationaffirmationaffirmation

� ImpImpImpImp.... 3333 yearsyearsyearsyears totototo 7777 yearsyearsyearsyears;;;; andandandand

� FineFineFineFine uptouptouptoupto RsRsRsRs.... 10101010 LacsLacsLacsLacs

Lunawat & Co.

CLASS SUIT ACTIONSCLASS SUIT ACTIONSCLASS SUIT ACTIONSCLASS SUIT ACTIONS�MisleadingMisleadingMisleadingMisleading prospectusprospectusprospectusprospectus ((((37373737))))

�OppressionOppressionOppressionOppression &&&& mismanagementmismanagementmismanagementmismanagement ((((245245245245))))

� CompanyCompanyCompanyCompany

� DirectorsDirectorsDirectorsDirectors

� AuditorsAuditorsAuditorsAuditors

� ExpertExpertExpertExpert orororor advisoradvisoradvisoradvisor orororor consultantconsultantconsultantconsultant

�AuditorsAuditorsAuditorsAuditors ((((147147147147))))

Lunawat & Co.

CA. Pramod JainCA. Pramod JainCA. Pramod JainCA. Pramod Jainpramodjain@lunawat.compramodjain@lunawat.compramodjain@lunawat.compramodjain@lunawat.com

+91 9811073867+91 9811073867+91 9811073867+91 9811073867

© 2014 CA. Pramod Jain, Lunawat & Co