Companies Act, 2013 B K SHARMA ACA, FCS, LL.B. B K Sharma & Associates Company Secretaries Former...
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Companies Act, 2013 B K SHARMA ACA, FCS, LL.B. B K Sharma & Associates Company Secretaries Former Chairman, NIRC of ICSI [email protected]M-9314517929
Companies Act, 2013 B K SHARMA ACA, FCS, LL.B. B K Sharma & Associates Company Secretaries Former Chairman, NIRC of ICSI [email protected] M-9314517929
Companies Act, 2013 B K SHARMA ACA, FCS, LL.B. B K Sharma &
Associates Company Secretaries Former Chairman, NIRC of ICSI
[email protected] M-9314517929
Slide 2
Under the Companies Act, 2013 & Companies Rules, 2014
Slide 3
Companies Private Company One Person Company Small Company
Public Company Limited by Shares/ Guarantee /Unlimited Foreign Co.
/ Part XXI Co. / Section 8 Co. One Person Company concept has been
introduced for the 1 st time.
Slide 4
Private Company COMPANIES ACT, 2013 COMPANIES ACT, 1956
Section: 2(68) Same as previous minimum paid-up capital of one lakh
rupees or such higher paid- up share capital as may be prescribed
and which by its articles: Same as previous (i ) It also restricts
the right to transfer its shares; Section: 3 (1)(iii) means a
company which has a minimum paid-up capital of one lakh rupees or
such higher paid- up capital as may be prescribed and which by its
articles: (a) restricts the right to transfer its shares, if
any;
Slide 5
contd Private Company COMPANIES ACT, 2013 COMPANIES ACT, 1956
(ii) except in case of One Person Company, limits the number of its
members to 200; In the counting of 200, what shall not be included
is: Same as previous (b) limits the number of its members to 50;
(It is to be noted here that where 2 or more persons hold one or
more shares in a company jointly, they are to be treated as a
single member) In the counting of 50, not including (i) persons who
are in the employment of the company ; and
Slide 6
contd Private Company COMPANIES ACT, 2013 COMPANIES ACT, 1956
Same as previous (ii) persons who, having been formerly in the
employment of the company, were members of the company while in
that employment and have continued to be members after the
employment ceased; and
Slide 7
contd Private Company COMPANIES ACT, 2013 COMPANIES ACT, 1956
(iii) prohibits any invitation to: the public to subscribe for any
securities of the company; (Mark the word securities) The point of
prohibiting invitation or acceptance of deposits is not there
(Refer draft rules-Acceptance of Deposits by Companies) (c)
Prohibits any invitation to the public to subscribe for any shares
in, or debentures of the company. (d) Prohibits any invitation or
acceptance of deposits from persons other than its members,
directors or their relatives
Slide 8
Public Company COMPANIES ACT, 2013 COMPANIES ACT, 1956 Section
2(71) Means a company which (a) is not a private company (no
change) (b) has a minimum paid-up share capital of: Rs. 5 lakhs; or
such higher paid-up capital, as may be prescribed Section: 3(1)(iv)
Means a company which - (a) is not a private company; (b) has a
minimum paid-up share capital of: Rs. 5 lakhs; or such higher
paid-up capital, as may be prescribed
Slide 9
contd.Public Company COMPANIES ACT, 2013 COMPANIES ACT, 1956
Provided that a company which is a subsidiary of a company, not
being a private company, shall be deemed to be public company for
the purposes of this Act even where such subsidiary company
continues to be a private company in its articles (c) is a private
company which is a subsidiary of a company which is not a private
company
Slide 10
Formation of Company[Section 3] A company may be formed for any
lawful purpose by- (a) 7 or more persons, in case of public
company; (b) 2 or more persons, in case of private company; or (c)
1 person, in case of One Person Company. A company may be either-
(a) a company limited by shares; or (b) a company limited by
guarantee; or (c) an unlimited company
Slide 11
Definition-A Company which has only ONE person as a member; OPC
is a Private Company (section 3(1)(c)); Only natural person, who is
an Indian citizen and resident in India can become a
member/nominee; No Person can incorporate more than One OPC or
become Nominee in more than One OPC. Minor shall not become Member/
Nominee of OPC. OPC can not be Incorporate/converted into Sec. 8
Co. OPC can not carry our NBFC Investment Activities. Name of the
person nominated shall be mentioned in MOA. One Person
Company(OPC)
Slide 12
Nomination in Form No. INC 2 along with consent of such nominee
in Form No. INC 3 submitted at the time of incorporation of OPC.
Nominee may withdraw or member nominating may withdraw. New nominee
to be nominated within 15 days of the receipt of notice of
withdrawal. Company to file the name of new Nominee with the ROC
within 30 days of receipt of notice of withdrawal [Form INC 4 ];
Nominee becoming SOLE MEMBER on death of sole member/ incapacity to
contract. New Member need to nominate other Person as Nominee
within 15 days of becoming a member. The Company shall file with
ROC such cessation as well as nomination within 30 days of the
change; One Person Company(OPC)
Slide 13
Penalty [Rule 5] If One Person Company or any officer of the
OPC contravenes the provisions of the rules, then: OPC or any
officer of the OPC shall be punishable with: fine which may extend
to Rs.10,000 and with a further fine which may extend to Rs.1000
for every day after the first during which such contravention
continues One Person Company (OPC)
Slide 14
Mandatory Conversion of OPC into Pvt. or Public Ltd. Co., if
paid-up share capital exceeds Rs.50 lacs; or average annual
turnover exceeds Rs. 2 crores (in immediately preceding 3
consecutive FYs) Such OPC shall be mandatorily required to convert
itself within 6 months - of the date on which its paid up share
capital is increased beyond Rs.50 lacs; or of the last day of the
relevant period during which its average annual turnover exceeds
Rs.2 crores; or into either a PRIVATE or PUBLIC company; Conversion
of OPC (Rule 6)
Slide 15
In case of Private Company with Minimum of TWO Members and TWO
Directors; or In case of Public Company with Minimum of SEVEN
Members and THREE Directors OPC shall alter its MoA and AoA by
passing Ordinary Resolution/ Special Resolution (also refer section
122(3)). Notice to ROC in Form No. INC.5 within 60 days, informing
that It has ceased to be a OPC and that it is now required to
convert itself. For conversion to any class of companies-compliance
with Section 18 of the Act Conversion of OPC (Rule 6)
Slide 16
Suo-motu conversion : OPC can get itself converted into a
Private or Public Company after Increasing the Minimum Number of
Members & Directors to TWO in case of Private Company
Increasing the Minimum Number of Members SEVEN & Directors to
THREE in case of Public Company Maintaining the minimum paid-up
capital as per requirements of the Act; OPC has to alter its MoA
and AoA by passing Ordinary Resolution/ Special Resolution as per
Section 122 (3). For conversion to any class of companies-
Compliance with Section 18 of the Act is required. Conversion of
OPC [Rule 6 (6)]
Slide 17
Memorandum [Section 4] The memorandum of a company shall state:
(a) the Name of the company with the last word- Limited in the case
of a public limited company; Private Limited in the case of a
private limited co. (b) the State in which the Registered Office of
the company is to be situated; (c) the objects of the company:-
Main Objects and Incidental objects to attain Main Object. Now
there will be no Other Objects in MOA.
Slide 18
Memorandum [Section 4] (d) the LIABILITY of members of the
company, whether limited or unlimited, and also state- (i) in the
case of a company limited by shares: that liability of its members
is limited to the amount unpaid, if any, on the shares held by
them; and (ii) in the case of a company limited by guarantee: That
liability of its members is limited to the amount up to which each
member undertakes to contribute to assets of the company in the
event of its winding up To the cost, charges and expense of Winding
up
Slide 19
Memorandum [Section 4] (e) in the case of a company having a
share capital, (i) the amount of share capital with which the
company is to be registered and the division thereof into shares of
a fixed amount; and (ii) the number of shares each subscriber to
the memorandum intends to take; (f) in the case of OPC, the name of
the person who shall become the member of the company in the event
of death of the subscriber.
Slide 20
Name of Company [Section 4(2)] The name stated in the
memorandum shall not- (a) be identical with or resemble too nearly
to the name of an existing company registered under this Act or any
previous company law; or (b) be such that its use by the company
(i) will constitute an offence under any law; or (ii) is
undesirable in the opinion of the CG.
Slide 21
Name of Company [Section 4(3)] A company shall not be
registered with a name which contains- (a) any word or expression
which is likely to give the impression that the company is in any
way connected with, or having the patronage of: - Central
Government (CG); Any State Government; Any local authority;
Corporation or Body constituted by the CG or any State Government
(b) such word or expression, as may be prescribed; the previous
approval of the Central Government is requited to be obtained for
the use of any such word or expression.
Slide 22
Undesirable Names (Rule 8) Identical names: In considering
whether identical or not, the below mentioned points shall be
disregarded: Private, pvt., Pvt, (P), Limited, Ltd., LLP, Limited
Liability Partnership; Company, and Company, co., co, corporation,
corp, corpn, corp.; Plural version any of the words Type and case
of letters, punctuation marks, spacing between letters; Joining
words or separating the words Use of different tense or number of
the same word
Slide 23
Undesirable Names (Rule 8) Identical names: Using different
phonetic spellings of spelling variations (e.g. P.Q. written as Pee
Que Industries Limited) Misspelled words (like Concept or Koncept)
Addition of internet related designation
(like.com,.edu,.net,.gov,.org,.in) Addition of words like New,
Modern, Nav, Shri, Sri, Shree, Sree, Om, Jai, Sai, The, etc. or
adding the name of the place (may be allowed if NOC from Existing
Co. by way of Board Resolution) Different combination of the same
words (e.g. Builders & Contractors Limited/ Contractors &
Builders) Hindi or English Translation/ Transliteration of existing
Company/ LLP
Slide 24
Undesirable Names (Rule 8) Undesirable names: If it attracts
the provisions of sec 3 of the Emblems and Names (Prevention and
Improper Use) Act, 1950 Includes the name of a registered trade
mark Includes any word or words offensive to any Section of People
Includes the name of a TM which is the subject matter of
application for registration Not in consonance with the principal
objects of the Co. Identical or too closely resembles the name of
the Company/ LLP incorporated outside India and reserved by such
Company ( In case of Subsidiary Co. in India of a Foreign Company,
the Original name of Holding Co. with addition of word India may be
allowed).
Slide 25
Undesirable Names (Rule 8) Undesirable names: Indicating a
separate type of business constitution e.g. sehkari, trust, HUF,
society, Plc., Inc, firm etc. Implying connection with embassy or
consulate etc. Implying patronage of a national hero/ persons held
in high esteem Is vague, e.g. ABC Limited Is abbreviated, e.g. DJMO
Limited etc. Subsidiary/ Joint Venture/ Associate company can use
but shall carry the object of the Company
Slide 26
Undesirable Names (Rule 8) Undesirable names: A period of 2
years have not elapsed from the date of dissolution of the company
If company struck off, then only after an elapse of 20 years
Identical with/ too clearly resembles the name of a LLP in
liquidation or the LLP which has been struck off upto 5 years)
Includes Insurance, Bank Stock Exchange, venture capital etc.
unless a declaration that the mandated requirements of the
respective Act(s) have been complied with If the name State allowed
only in case of Govt. Co.
Slide 27
Undesirable Names (Rule 8) Undesirable names: If it only
contains the name of a continent, country etc. e.g. Germany Limited
The name is only a general one, like Cotton Textile Mills
Misleading impression regarding the scope/ scale Name of any
foreign country or any city of foreign country (allowed if MOU
produced showing business relations) Cannot use name of an enemy
country Names combining the name of a foreign country with the use
of India, e.g. India Japan (shall be allowed, if government to
government participation)
Slide 28
Application for Name Reservation [Section 4 ] A person may make
an application, in Form No. INC. 1 along with a fee, to the ROC for
the reservation of a name set out in the application (a) the name
of the proposed company; or (b) the name to which the company
proposes to change its name. Upon receipt of an application the ROC
may reserve the name for a period of 60 days from the date of the
application No additional 30 days after expiry of its original
period.
Slide 29
Effect of wrong/incorrect information in Application After
reservation of name, if it is found that name was applied by
furnishing wrong or incorrect information, then- (a) if the company
has not been incorporated, the reserved name shall be cancelled and
the person making application shall be liable to a penalty which
may extend to Rs.1 lakh;
Slide 30
Effect of wrong/incorrect information in Application (b) if the
company has been incorporated, the ROC may, after giving the
company an opportunity of being heard- (i) either direct the
company to change its name within a period of 3 months, after
passing an Ordinary Resolution; (ii) take action for striking off
the name of the company from the register of companies; or (iii)
make a petition for winding up of the company.
Slide 31
Section 4(6) 4(6): The memorandum of a company shall be in
respective forms specified in Schedule I : Table A : MOA of a
Company Limited by Shares Table B : MOA of a Co. Limited by
Guarantee and not having share Capital Table C : MOA of a Co.
Limited by Guarantee and having share Capital Table D : MOA of an
Unlimited Co. and not having share Capital Table E : MOA of an
Unlimited Co. and having share Capital
Slide 32
Articles of Association[Section 5] The articles shall contain
the regulations for management of the company. The articles shall
also contain such matters, as may be prescribed. And of course the
company can include such additional matters in its articles as may
be considered necessary for its management. The articles may
contain provisions for entrenchment to the effect that specified
provisions of the articles may be altered only if conditions or
procedures as that are more restrictive than those applicable in
the case of a SR are met or complied with.
Slide 33
Articles of Association[Section 5] Entrenchment provisions can
be made: either at the time of formation; or by an amendment in the
AOA For amendments in AOA: in case of private company-the said
amendment to be agreed by all the members in case of public
company- by Special Resolution
Slide 34
Entrenchment of AOA [Sec. 5 (5)] Entrenchment notice to ROC At
the time of Incorporation, the company to give notice to the ROC in
Form No. INC. 2 or Form No. INC.7 In case of Amendment, the company
to give notice to the ROC in Form No. MGT. 14 within 30 days from
the date of entrenchment of Articles.
Slide 35
Formats of AOA [Section 5(6)] Table F : AOA of a Company
Limited by Shares Table G : AOA of a Co. Limited by Guarantee and
having share Capital Table H : AOA of a Co. Limited by Guarantee
and not having share Capital Table I : AOA of an Unlimited Co. and
having share Capital Table E : AOA of an Unlimited Co. and not
having share Capital. A Company may adopt all or any of Regulations
of Model AOA applicable to such Company.
Slide 36
Applicability of Model AOA [Section 5(8)] In case of any
company registered after the commencement of this Act and the
registered articles of such company do not exclude or modify the
regulations contained in the model articles, then those Regulations
will apply as Registered Regulations. Nothing in Section 5 shall
apply to AOA of Co. registered under any Previous Company Law
unless amended under this Act.
Slide 37
Incorporation of Companies [Section 7] Application for
Incorporation of Companies: Form No. INC. 2 for OPC Form No. INC. 7
for Cos. Other than OPC Documents to be filed with the ROC for
registration : MOA and AOA duly signed by all the Subscribers A
Declaration by Professional Affidavit from each of the Subscriber
to the MOA and from Persons named as First Directors Address for
correspondence till Establishment of Registered Office Particulars
of each Subscriber alongwith Proof of Identity Particulars of each
Directors alongwith Proof of Identity Particulars of Interests of
the First Directors of the Company.
Slide 38
Signing of MOA by Subscribers Where a subscriber to the MOA is
Illiterate:- he shall affix his thumb impression. The number of
shares taken by him shall be written against his name (by the
person writing for him. Such person shall also read and explain the
contents of the MoA/AoA to the subscriber and make an endoresment
to that effect on the MoA/AoA
Slide 39
Signing of MOA by Subscribers Where the Subscriber to MOA is
Body corporate : The memorandum and articles of association shall
be signed by the director, officer or employee of the body
corporate duly authorized in this behalf by a resolution of the
BOD. Where the Subscriber to MOA is LLP: The memorandum and
articles of association shall be signed by the a Partner of LLP
duly authorized in this behalf by a resolution approved by all the
Partners of LLP.
Slide 40
Witness of MOA and AOA Witness by any Person in whose presence
the Subscriber has signed MOA and AOA I witness to subscriber/
subscriber(s) who has/have subscribed and signed in my presence
(date and place to be given); further I have verified his or their
Identity Details (ID) for their identification and satisfied myself
or his/her/their identification particulars as filled in.
Slide 41
Declaration by Professionals/Directors A declaration in Form
No. INC.8 by an- advocate; or a chartered accountant; or a cost
accountant; or a company secretary in practice, who is engaged in
the formation of the company; Declaration also to be given by a
person named in the articles as a director; manager, or secretary
of the company, Declaration to be made that all the requirements of
this Act and the rules have been complied with.
Slide 42
Affidavit by Subscribers and First Directors An affidavit in
Form No. INC. 9 be submitted by the Subscribers and First Directors
of the Company. Affidavit contains that he :- Has not convicted of
any offence in connection with the promotion; formation; or
management of any company; has not been found guilty of any fraud
or misfeasance or of any breach of duty to any company during the
preceding 5 years. All the documents filed with the Registrar for
registration of the company contain information that is correct and
complete and true to the best of his knowledge and belief.
Slide 43
Particulars of Subscribers [Section 7(1)(e)] Name including
Surname or family name, Recent photograph affixed and scan with MoA
and AoA Fathers/Mothers/ Spouses name Nationality Date of birth
Place of birth (District and State) Occupation Income-tax permanent
account number Permanent Residential Address and Present Address
Email id of subscriber Phone no. of subscriber Fax no. of
subscriber Proof of Identity Residential Proorf such as Bank
Statement, Electric Bill, Telephone/ Mobile Bill.
Slide 44
Particulars of Subscribers [Section 7(1)(e)] Proof of
Nationality in case Subscriber is a Foreign National. If the
Subscriber is aleready a Director or Promoter of a Company (s), the
particulars relating to:- Name of Company CIN No. Whether
interested as Director of promoter Specimen Signature and latest
photograph duly verified by the Banker or Notary in Form No.
INC.10.
Slide 45
Particulars of Subscribers [Section 7(1)(e)] If the subscriber
is a body corporate, then the following particulars shall be filed
with the ROC:- CIN of the Company/ Registration no. of the body
corporate GLN, if any Name of the body corporate Registered office
address/ principal place of business E-mail Id Certified true Copy
of Board Resolution specifying :- Authorization to Subscribe MOA To
make investment in Proposed Company No. of shares to be subscribed
Name, address and designation of the Person authorized to subscribe
MOA.
Slide 46
Particulars of First Directors [Sec. 7(1)(f)] Names, including
surname or family names the Director Identification Number
residential address nationality and such other particulars and
proof of identity Particulars of Interests in other firms or body
corporate alongwith consent to act as Director. Particulars shall
be filed in Form No. DIR. 12.
Slide 47
Certificate of Incorporation [Sec. 7(2)] The Registrar on the
basis of: documents and information filed shall register all the
documents and information in the register ; and issue a COI in the
prescribed Forn No. INC. 11 ROC shall allot CIN to Company.
Slide 48
False or incorrect particulars If any person furnishes any:
false or incorrect particulars of any information and/or suppresses
any material information; in any of the documents filed with the
ROC in relation to the registration of a company. That Person shall
be liable for action under Section 447 (fraud).
Slide 49
Formation of Companies with Charitable Objects, etc. [Section
8] New Activities like Sports, Education, Research, Protection of
Environment and Social Welfare added to the Objects. The CG may
allow by issuing license for charitable purposes without using the
word Limited or Private Limited A firm can be a member of the
Company with Charitable Objects. The CG may revoke the license
granted :- if the Company contravenes any requirement of Section or
specific conditions subject to which a License is issued. Affairs
of the company are conducted fraudulently or prejudicial to Public
Interest. CG may order that the Co. be wound up under this Act or
amalgamated with another Co. registered under this section.
Slide 50
Formation of Companies with Charitable Objects, etc. [Section
8] Application for Registration in Form No. INC.12. The Application
shall be accompanied by:- MOA shall be in Form No. INC.13
Declaration in Form No. INC.14 by an Advocate, CA/CS/Cost
Accountant in Practice An estimate of future annual income and
expenditure for next 3 years (specifying source of income and
objects of expenditure) Declaration by Persons making application
in Form No. INC.15
Slide 51
Punishment for default u/s 8 The company shall be punishable
with fine:- which shall not be less than Rs.10 lakhs But which may
extend to Rs.1 crore; or Further the director of the company and
every officer of the company who is in default shall be punishable
with- imprisonment for a term which may extend to 3 years; or with
fine which shall not be less than Rs. 25000/- but which may extend
to 25 lakh rupees; or with both.
Slide 52
Effect of Registration (Section 9) From the date of
incorporation : the subscribers become the members of the company
The company shall be a body corporate with a name in MOA Co. shall
have perpetual succession Co. shall have a common seal Co. has
Power to acquire, hold and dispose of property Co. is capable to
contract and to sue or be sued by its name.
Slide 53
Commencement of Business (Section 11 ) Now applicable to
Private Limited Company also. As per the Act, for commencement of
business by public company, the following documents are required to
be submitted with ROC: i. A declaration by Directors in prescribed
form providing that the subscribers have paid the value of shares
agreed to be taken by them (in Form No. INC. 21 ) ii. A
confirmation that the Company has filed with the Registrar, a
verification of its registered office. (in Form No. INC. 22 )
Declaration shall be verified by CS in Practice or a CA or a Cost
Accountant in Practice.
Slide 54
Commencement of Business (Section 11 ) In case of default in
complying with Requirements :- the Company shall be liable to
Penalty which may extend to Rs.5000; and every officer who is in
default shall be punishable with the fine which may extend to
Rs.1000 for every day of continuing default. Removal of Name from
Register of Companies Where no declaration is filed with ROC within
180 days of incorporation and the ROC has sufficient reasons to
believe that the Company is not carrying any business or
operations, ROC may initiate action for removal of the name of the
Company from the Register of the Companies.
Slide 55
Registered Office of Company (Sec. 12 ) Verification of Regd.
Office in Form No. INC. 22 shall be submitted to ROC within 30 days
from Incorporation. Documents to be attached to Form No. INC 22 :-
Registered document of title of the Premises in name of Co. or
Notarized copy of Lease/ Rent Agreement in name of Co.; The
Authorisation form the Owner/Authorised Occupant of the Premises
alongwith Proof of Ownership/Occupancy authorisation, to use the
Premises by the Company as its Regd.Office; and Proof of evidence
of any utility service like telephone, gas, electricity, etc.
having address of Premises in the name of Owner
Slide 56
Registered Office of Company (Sec. 12 ) Every company shall :-
paint or affix its name and address of its Regd. Office on outside
of every office or place of business. Have its name engraved on its
Seal. Get its name, address of its Regd. Office, CIN, Telephone
no., Fax no. (if any), Email and Website address (if any) printed
in all its Business Letters, Billheads, Letter Papers and all its
Notices and Other Official Publications. In case of change of name,
each company is required to mention its old name for a period of 2
years, at its registered & other offices & other stationery
as mentioned above.
Slide 57
Registered Office of Company (Sec. 12 ) Intimation of change of
registered office is required to be given to ROC within 15 days of
change. In case of default in complying the Section, the company
and every officer who is in default shall be liable to a Penalty of
Rs.1000/- for every day during which the default continues but not
exceeding Rs.1 lakh.
Slide 58
Alteration of Memorandum (Section 13) Change of Name of the
Company :- File the Form No. INC. 1 for availability of Name in
Part B for change of name after getting approval of Board of
Directors. Pass Special Resolution in General Meeting of the
Members. File Form No. MGT.14 to ROC for SR File Application in
Form No. INC.24 for change of Name. ROC will issue new Certificate
of Incorporation in Form No. INC.25.
Slide 59
Alteration of Memorandum (Section 13) Change of Name of the
Company :- Change of Name shall not be allowed to a comoany which
has defaulted :- In filing its Annual Return or Financial Statement
or any document due for filing with ROC; or In repayment of matured
Deposits or debentures of interest on deposits/debentures.
Slide 60
Alteration of Memorandum (Section 13) Change of Registered
Office from One State to Another : Pass Special Resolution in
General Meeting of the Members. File Form No. MGT.14 to ROC for SR
File Application in Form No. INC.23 for change of Name Advertise
the Application in Form No. INC.26 in Newspapers at least 14 days
before the date of Hearing. Serve the individual notice to each
Debenture-holder and Creditors of the Co. at least 14 days before
the date of Hearing. Order of Central Government approving
Alteration in MOA for transfer of Regd. Office shall be filed in
Form No. INC.28 with ROC of each of the States within 30 days. ROC
of State where Regd. Office is being shifted to, shall issue a
fresh COI.
Slide 61
Alteration of Memorandum (Section 13) Change of Object Clause:
Pass Special Resolution in General Meeting of the Members. File
Form No. MGT.14 to ROC for SR A Co., which has raised money from
Public through Prospectus and still has unutilized Amount, shall
not change its objects for which it has raised the money unless a
SPECIAL RESOLUTION is passed through Postal Ballot and :- Details
of SR shall be published in Newspaper for justification of change
Dissenting shareholders shall be given Exit Opportunity by the
Promoters. ROC shall register any alteration in MOA with respect to
object Clause and certify the Registration within 30 days.
Slide 62
Alteration of Memorandum (Section 13) Alteration in Capital
Clause : As per Section 61, a Limited Co. having share capital may
alter its MOA in its General Meeting to :- Increase its Authorised
Capital Consolidate and divide all or any of its share capital
Conversion of Share into Stocks or vice versa Sub-division of its
shares Cancel the unissued capital of the company. Pass the Special
Resolution in General Meeting File the Notice of Alteration in Form
No. Sh.7
Slide 63
Alteration of Articles (Section 14) New: Provision of
Conversion of Public Company into One Person Company with the
approval of the Tribunal has been provided in the Act. No approval
is required for conversion of private company into One Person
Company or One Person Company into a private company.
Slide 64
Alteration of Articles (Section 14) Key Modifications: In case
of alteration of Articles of Association of a Company, the copy of
alteration along with the altered Article shall be filed with
Registrar of Companies in Form No. INC.27 within 15 days. In case
of conversion of Public Company into Private Company, approval of
the Tribunal is required. A Copy of the order of the Tribunal shall
be filed with ROC in Form No. INC.27 within 15 days.
Slide 65
Alteration of MOA & AOA to be noted in every copy (Sec. 15)
Key Modifications :- The penalty provided for not making the
alteration in copies of Memorandum & Articles has been
increased. In case of such default, the Company and every Officer
in default shall be liable to a penalty of Rs.1000 for every copy
of MoA/AoA issued without such alteration.
Slide 66
Copies of MOA/AOA to be given to Members (Sec. 17) Key
Modifications:- MoA/AoA to be sent within 7 days of request Fees to
be charged for sending MoA/AoA, agreement/resolution -to be
prescribed. In case of default of the said section, the penalties
have been increased and for each default, the Company shall be
liable to a penalty of Rs.1000 for every day of continuing default
but not exceeding Rs.1 lakh.
Slide 67
Conversion of Companies Already Registered Section 18 New:- Any
company of any class registered under this Act, may convert itself
into a Co. of other class under this Act by- Alteration of its MOA/
AOA with their respective new sets. The Registration of a Co. under
this section shall not affect any debts, liabilities, obligations
or contracts or entered into by or on behalf of company before re-
registration. ROC will close the former registration and issue new
COI as its First registration.
Slide 68
Subsidiary company not to hold shares in its Holding Co. (Sec.
19) Key Modifications: No Subsidiary Company, either by itself or
through its nominees, shall hold any shares in its Holding Company.
No holding company shall allot or transfer its shares to any of its
subsidiary companies. Any such allotment/ transfer of Shares to its
Subsidiary Company shall be void.
Slide 69
Authentication of Documents, Proceedings and Contracts (Sec.
21) Any document, proceeding requiring authentication by a Company
or contract entered into by or on behalf of a Company may now be
signed by any KMP or an officer of the Company Only after having
due authorization by the Board of Directors.
Slide 70
Fee for Incorporation of OPC and Small Companies Nominal share
capital does not exceeds Rs. 10,00,000. INR 2000/- Nominal share
capital exceeds Rs. 10,00,000 and up to Rs. 50,00,000 INR 200 for
every Rs. 10000/- or part thereof
Slide 71
Fee for Incorporation of Other Companies Nominal share capital
does not exceeds Rs. 1, 00,000. INR 5000/- Nominal share capital
after the first Rs. 1,00,000 up to Rs. 5,00,000 INR 400 for every
Rs. 10000/- or part thereof Nominal share capital after the first
Rs. 5,00,000 up to Rs. 50,00,000 INR 300 for every Rs. 10000/- or
part thereof Nominal share capital after the first Rs. 50,00,000 up
to Rs. One crore INR 100 for every Rs. 10000/- or part thereof
Nominal share capital after the first Rs. One crore: INR 75 for
every Rs. 10000/- or part thereof
Slide 72
Filing Fee of Documents to ROC (a) In respect of a company
having a nominal share capital of up to Rs. 1, 00,000. INR 200 (b)
In respect of a company having a nominal share capital of Rs.
1,00,000 or more but less than Rs. 5,00,000. INR 300 (c) In respect
of a company having a nominal share capital of Rs. 5,00,000 or more
but less than Rs. 25,00,000 INR 400 (d) In respect of a company
having a nominal share capital of Rs. 25, 00,000 or more but less
than Rs. 1 crore or more. INR 500 (e) In respect of a company
having a nominal share capital of Rs. 1 crore or more. INR 600