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

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

LUNAWAT & CO.Chartered Accountants

LUNAWAT & CO.Chartered Accountants

18th March 2016, VIPS, Pitampura18th March 2016, VIPS, Pitampura

OVERVIEWOVERVIEW

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

26/3/2014 26/3/2014 26/3/2014 26/3/2014 ––––183 Sections 183 Sections 183 Sections 183 Sections w.e.fw.e.fw.e.fw.e.f. 1/4/14. 1/4/14. 1/4/14. 1/4/14

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

Notifications Notifications Notifications Notifications / Circulars / / Circulars / / Circulars / / Circulars /

OrdersOrdersOrdersOrders

Companies Companies Companies Companies (Amendment) (Amendment) (Amendment) (Amendment)

Act 2015Act 2015Act 2015Act 2015

Lunawat & Co.

THE STRUCTURETHE STRUCTURETHE STRUCTURETHE STRUCTURE

1956195619561956 2013201320132013

13 Parts13 Parts13 Parts13 Parts 29 Chapters29 Chapters29 Chapters29 Chapters

658 Sections658 Sections658 Sections658 Sections 470 Sections470 Sections470 Sections470 Sections

15 Schedules15 Schedules15 Schedules15 Schedules 7 Schedules7 Schedules7 Schedules7 Schedules

67 Definitions67 Definitions67 Definitions67 Definitions 95 Definitions95 Definitions95 Definitions95 Definitions

Nil RulesNil RulesNil RulesNil Rules 400+ Rules400+ Rules400+ Rules400+ Rules

Lunawat & Co.

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

“346 times” in 2013 Act

Lunawat & Co.

Public PrivateCompany

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.

STRESS CREATORSSTRESS CREATORSSTRESS CREATORSSTRESS CREATORS� Huge Penalties Huge Penalties Huge Penalties Huge Penalties

� Rampant Prosecution ProvisionsRampant Prosecution ProvisionsRampant Prosecution ProvisionsRampant Prosecution Provisions

� Fraud Fraud Fraud Fraud –––– 19 Provisions19 Provisions19 Provisions19 Provisions

� Imprisonment Imprisonment Imprisonment Imprisonment –––– 62 Provisions62 Provisions62 Provisions62 Provisions

� Class ActionsClass ActionsClass ActionsClass Actions

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

� Board Resolutions to be filed Board Resolutions to be filed Board Resolutions to be filed Board Resolutions to be filed (Except P. Cos)(Except P. Cos)(Except P. Cos)(Except P. Cos)

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

� Loans to be given only on interestLoans to be given only on interestLoans to be given only on interestLoans to be given only on interest

Lunawat & Co.

STRESS CREATORSSTRESS CREATORSSTRESS CREATORSSTRESS CREATORS� Detailed Annual Returns Detailed Annual Returns Detailed Annual Returns Detailed Annual Returns

� Detailed Directors Reports Detailed Directors Reports Detailed Directors Reports Detailed Directors Reports

� SA compliance made mandatory for SA compliance made mandatory for SA compliance made mandatory for SA compliance made mandatory for

auditorsauditorsauditorsauditors

� Director duties Director duties Director duties Director duties –––– conflict of interestconflict of interestconflict of interestconflict of interest

� Hosting on Website made mandatory Hosting on Website made mandatory Hosting on Website made mandatory Hosting on Website made mandatory ––––

17 provisions including:17 provisions including:17 provisions including:17 provisions including:

� Closure of members RegisterClosure of members RegisterClosure of members RegisterClosure of members Register

� GM noticeGM noticeGM noticeGM notice

� Director ResignationDirector ResignationDirector ResignationDirector Resignation

Lunawat & Co.

OPPORTUNITIESOPPORTUNITIESOPPORTUNITIESOPPORTUNITIES

�Women DirectorsWomen DirectorsWomen DirectorsWomen Directors

� Independent DirectorsIndependent DirectorsIndependent DirectorsIndependent Directors

�Resident DirectorsResident DirectorsResident DirectorsResident Directors

�Registered Registered Registered Registered ValuersValuersValuersValuers

�OPCOPCOPCOPC & Dormant Cos& Dormant Cos& Dormant Cos& Dormant Cos

�NCLT & NCALTNCLT & NCALTNCLT & NCALTNCLT & NCALT

�Cash Flow StatementCash Flow StatementCash Flow StatementCash Flow Statement

Lunawat & Co.

OPPORTUNITIESOPPORTUNITIESOPPORTUNITIESOPPORTUNITIES

�Consolidated Financial StatementsConsolidated Financial StatementsConsolidated Financial StatementsConsolidated Financial Statements

� Internal Internal Internal Internal AuditAuditAuditAudit

� Internal Financial Control SystemsInternal Financial Control SystemsInternal Financial Control SystemsInternal Financial Control Systems

�Secretarial Records and compliance Secretarial Records and compliance Secretarial Records and compliance Secretarial Records and compliance

auditsauditsauditsaudits

�Fast Track MergerFast Track MergerFast Track MergerFast Track Merger

�Conversion into LLPConversion into LLPConversion into LLPConversion into LLP

Lunawat & Co.

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

• SmallSmallSmallSmall

• OthersOthersOthersOthersSizeSizeSizeSize

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

•PrivatePrivatePrivatePrivate

•PublicPublicPublicPublicNo. of MembersNo. of MembersNo. of MembersNo. of Members

•HoldingHoldingHoldingHolding

•SubsidiarySubsidiarySubsidiarySubsidiary

•AssociatesAssociatesAssociatesAssociatesControlControlControlControl

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

• UnlimitedUnlimitedUnlimitedUnlimitedLiabilityLiabilityLiabilityLiability

• ListedListedListedListed

• UnlistedUnlistedUnlistedUnlisted

Manner of access Manner of access Manner of access Manner of access of capitalof capitalof capitalof capital

• 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

Special Special Special Special CharacteristicsCharacteristicsCharacteristicsCharacteristics

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 L1 L1 L1 L, restricts right to transfer; no of members 200 , restricts right to transfer; no of members 200 , restricts right to transfer; no of members 200 , 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 AND Turnover , 2Cr / <20 Capital < 50 L / < 5 Cr AND Turnover , 2Cr / <20 Capital < 50 L / < 5 Cr AND Turnover , 2Cr / <20 Capital < 50 L / < 5 Cr AND Turnover , 2Cr / <20 Cr Cr Cr 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.

ONE PERSON COMPANYONE PERSON COMPANYONE PERSON COMPANYONE PERSON COMPANYLunawat & Co.

OPCOPCOPCOPC ---- BASIC BASIC BASIC BASIC 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.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 incapacity to contract member in case of death or incapacity to contract member in case of death or incapacity to contract member in case of death or incapacity to contract –––– INC2INC2INC2INC2

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 –––– INC INC INC INC ----3333

Other person can withdraw his consent Other person can withdraw his consent Other person can withdraw his consent Other person can withdraw his consent –––– member to member to member to member to nominate another person within 15 days nominate another person within 15 days nominate another person within 15 days nominate another person within 15 days ––––Co to file INC 4Co to file INC 4Co to file INC 4Co to file INC 4

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 –––– INC 4INC 4INC 4INC 4

"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 ---- CONDITIONSCONDITIONSCONDITIONSCONDITIONS� 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 in 180 dayscomply in 180 dayscomply in 180 dayscomply in 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

� No NBFC activitiesNo NBFC activitiesNo NBFC activitiesNo NBFC activities

Lunawat & Co.

DORMANT COMPANYDORMANT COMPANYDORMANT COMPANYDORMANT COMPANYLunawat & Co.

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.

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

• May not be counted in auditors’ 20 May not be counted in auditors’ 20 May not be counted in auditors’ 20 May not be counted in auditors’ 20

limit (draft notification)limit (draft notification)limit (draft notification)limit (draft notification)

• 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

• Annual FeeAnnual FeeAnnual FeeAnnual Fee

Lunawat & Co.

FINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTS

� Financial Year Financial Year Financial Year Financial Year –––– 31/331/331/331/3

� Financial Statement includes Financial Statement includes Financial Statement includes Financial Statement includes ----notes on notes on notes on notes on

B/s, Profit & Loss statement, Cash Flow B/s, Profit & Loss statement, Cash Flow B/s, Profit & Loss statement, Cash Flow B/s, Profit & Loss statement, 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 be in Schedule IIIShall be in Schedule IIIShall be in Schedule IIIShall be in Schedule III ---- amended amended amended amended w.e.fw.e.fw.e.fw.e.f. . . .

4.9.15 to include MSMED details under 4.9.15 to include MSMED details under 4.9.15 to include MSMED details under 4.9.15 to include MSMED details under

Trade PayableTrade PayableTrade PayableTrade Payable

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.

�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

�Notified Companies in XBRLNotified Companies in XBRLNotified Companies in XBRLNotified Companies in XBRL

�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 Both1L k to 5L or Both1L k to 5L or Both1L k to 5L or Both

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

NFRANFRANFRANFRA� National Financial Reporting Authority (NFRA)National Financial Reporting Authority (NFRA)National Financial Reporting Authority (NFRA)National Financial Reporting Authority (NFRA)

�make recommendations to CG on AS & SAmake recommendations to CG on AS & SAmake recommendations to CG on AS & SAmake recommendations to CG on AS & SA

�monitor and enforce their compliancemonitor and enforce their compliancemonitor and enforce their compliancemonitor and enforce their compliance

� oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring

compliance with such standards, compliance with such standards, compliance with such standards, compliance with such standards,

� such other functions as may be prescribed.such other functions as may be prescribed.such other functions as may be prescribed.such other functions as may be prescribed.

� No other body to continue proceedings No other body to continue proceedings No other body to continue proceedings No other body to continue proceedings

� If misconduct proved:If misconduct proved:If misconduct proved:If misconduct proved:

�RsRsRsRs. 1 L, to 5 times of fees received . 1 L, to 5 times of fees received . 1 L, to 5 times of fees received . 1 L, to 5 times of fees received ----individuals; individuals; individuals; individuals;

�RsRsRsRs. 10L to 10 times of the fees received . 10L to 10 times of the fees received . 10L to 10 times of the fees received . 10L to 10 times of the fees received ----firms;firms;firms;firms;

� debarring member or firm for 6mnths debarring member or firm for 6mnths debarring member or firm for 6mnths debarring member or firm for 6mnths –––– 10 10 10 10 YrsYrsYrsYrs

Lunawat & Co.

Lunawat & Co.

CSRCSRCSRCSR� Every company having Every company having Every company having Every company having

�NNNNet worth of Rs. 500 et worth of Rs. 500 et worth of Rs. 500 et worth of Rs. 500 crorecrorecrorecrore or more, or or more, or or more, or or more, or

� TTTTurnover of Rs. 1000 urnover of Rs. 1000 urnover of Rs. 1000 urnover of Rs. 1000 crorecrorecrorecrore or more or or more or or more or or more or

�Net profit of Rs. 5 Net profit of Rs. 5 Net profit of Rs. 5 Net profit of Rs. 5 crorecrorecrorecrore or more or more or more or more

during any FY shall constitute a CSR Committee having during any FY shall constitute a CSR Committee having during any FY shall constitute a CSR Committee having during any FY shall constitute a CSR Committee having

3 or more directors out of which one has to be 3 or more directors out of which one has to be 3 or more directors out of which one has to be 3 or more directors out of which one has to be

independent director independent director independent director independent director –––– Pvt. Ltd. companies ?? Pvt. Ltd. companies ?? Pvt. Ltd. companies ?? Pvt. Ltd. companies ?? ---- RulesRulesRulesRules

� 2% of average net profits of the previous 3 Yrs to 2% of average net profits of the previous 3 Yrs to 2% of average net profits of the previous 3 Yrs to 2% of average net profits of the previous 3 Yrs to

be spent on CSR activities.be spent on CSR activities.be spent on CSR activities.be spent on CSR activities.

� Disclosure of policy to shareholdersDisclosure of policy to shareholdersDisclosure of policy to shareholdersDisclosure of policy to shareholders

� Give reasons on failure of implementation , if anyGive reasons on failure of implementation , if anyGive reasons on failure of implementation , if anyGive reasons on failure of implementation , if any

Lunawat & Co.

Lunawat & Co.

APPOINTMENTAPPOINTMENTAPPOINTMENTAPPOINTMENT

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

Board, if not then members in 90 days in EGMBoard, if not then members in 90 days in EGMBoard, if not then members in 90 days in EGMBoard, if not then members in 90 days in EGM

�Appointment of auditor at 1Appointment of auditor at 1Appointment of auditor at 1Appointment of auditor at 1stststst AGM. To AGM. To AGM. To AGM. To hold hold hold hold

office till office till office till office till conclusion conclusion conclusion conclusion of its of its of its of its 6666thththth AGM. To appoint:AGM. To appoint:AGM. To appoint:AGM. To appoint:

�An individual, or An individual, or An individual, or An individual, or

�A firm including LLP A firm including LLP A firm including LLP A firm including LLP

� Co to inform auditor & ROC in 15 days Co to inform auditor & ROC in 15 days Co to inform auditor & ROC in 15 days Co to inform auditor & ROC in 15 days ---- ADTADTADTADT----1111

�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 –––– Non Ratification Non Ratification Non Ratification Non Ratification –––– Board to Board to Board to Board to

appointappointappointappoint

Lunawat & Co.

RERERERE----APPOINTMENTAPPOINTMENTAPPOINTMENTAPPOINTMENT

�Retiring Retiring Retiring Retiring auditor may be reauditor may be reauditor may be reauditor may be re----appointed at appointed at appointed at appointed at

AGM, AGM, AGM, AGM, ifififif————

�HHHHe e e e is not disqualified for is not disqualified for is not disqualified for is not disqualified for rererere----appointment;appointment;appointment;appointment;

�HHHHe e e e has not given has not given has not given has not given Co. a Co. a Co. a Co. a notice in writing of notice in writing of notice in writing of notice in writing of

his unwillingness to his unwillingness to his unwillingness to his unwillingness to be rebe rebe rebe re----appointedappointedappointedappointed; ; ; ; andandandand

�A SR A SR A SR A SR has not been passed at that meeting has not been passed at that meeting has not been passed at that meeting has not been passed at that meeting

appointing appointing appointing appointing some other some other some other some other auditor or providing auditor or providing auditor or providing auditor or providing

expressly that he shall not be reexpressly that he shall not be reexpressly that he shall not be reexpressly that he shall not be re----appointedappointedappointedappointed

�Automatic Automatic Automatic Automatic reappointment of existing reappointment of existing reappointment of existing reappointment of existing

auditor at AGM if not reauditor at AGM if not reauditor at AGM if not reauditor at AGM if not re----appointedappointedappointedappointed....

Lunawat & Co.

AUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEE�Following Companies to constitute Audit Following Companies to constitute Audit Following Companies to constitute Audit Following Companies to constitute Audit

committee:committee:committee:committee:

� Listed Listed Listed Listed companies companies companies companies

� Public Public Public Public companies companies companies companies having capital having capital having capital having capital >>>> RsRsRsRs. 10 . 10 . 10 . 10 CroreCroreCroreCrore ; ; ; ;

� Public Public Public Public companies having turnover companies having turnover companies having turnover companies having turnover >>>> RsRsRsRs. 100 . 100 . 100 . 100 CroreCroreCroreCrore; ; ; ;

� Public Public Public Public companies, having in aggregate, outstanding companies, having in aggregate, outstanding companies, having in aggregate, outstanding companies, having in aggregate, outstanding

loans, borrowings, deposits, loans, borrowings, deposits, loans, borrowings, deposits, loans, borrowings, deposits, etcetcetcetc > > > > RsRsRsRs. 50 . 50 . 50 . 50 CroreCroreCroreCrore

� Limits as per last audited FSLimits as per last audited FSLimits as per last audited FSLimits as per last audited FS

� Existing Companies to constitute committee Existing Companies to constitute committee Existing Companies to constitute committee Existing Companies to constitute committee

within 1 year or if required to have independent within 1 year or if required to have independent within 1 year or if required to have independent within 1 year or if required to have independent

director, by that time, whichever is earlierdirector, by that time, whichever is earlierdirector, by that time, whichever is earlierdirector, by that time, whichever is earlier

Lunawat & Co.

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.

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 31.3.2015

ResidentResidentResidentResident

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

•Pub co Pub co Pub co Pub co ----2 2 2 2 –––– capital capital capital capital >>>>10Cr / Turnover 10Cr / Turnover 10Cr / Turnover 10Cr / Turnover >>>>100 Cr / Borrowing 100 Cr / Borrowing 100 Cr / Borrowing 100 Cr / Borrowing >>>> 50 Cr 50 Cr 50 Cr 50 Cr

IndependentIndependentIndependentIndependent

•Listed CoListed CoListed CoListed Co

•Other Pub. Co capital Other Pub. Co capital Other Pub. Co capital Other Pub. Co capital >>>> 100 Cr or 100 Cr or 100 Cr or 100 Cr or Turnover Turnover Turnover Turnover > > > > 300 Cr. 300 Cr. 300 Cr. 300 Cr.

WomenWomenWomenWomen

Lunawat & Co.

DIRECTORSDIRECTORSDIRECTORSDIRECTORS

� Listed Co & Pub. Co capital > 10 Cr Listed Co & Pub. Co capital > 10 Cr Listed Co & Pub. Co capital > 10 Cr Listed Co & Pub. Co capital > 10 Cr –––– WT KMP:WT KMP:WT KMP:WT KMP:

�MD or CEO or Manager and in their absence a WTDMD or CEO or Manager and in their absence a WTDMD or CEO or Manager and in their absence a WTDMD or CEO or Manager and in their absence a WTD

� CS CS CS CS

� CFOCFOCFOCFO

� A person cannot become directors in more A person cannot become directors in more A person cannot become directors in more A person cannot become directors in more

than 20 co. Not more than 10 public cos.than 20 co. Not more than 10 public cos.than 20 co. Not more than 10 public cos.than 20 co. Not more than 10 public cos.

� Director to forward a copy of resignation along Director to forward a copy of resignation along Director to forward a copy of resignation along Director to forward a copy of resignation along

with reasons to ROC in 30 days in DIR 11with reasons to ROC in 30 days in DIR 11with reasons to ROC in 30 days in DIR 11with reasons to ROC in 30 days in DIR 11

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

Lunawat & Co.

BOARD & POWERSBOARD & POWERSBOARD & POWERSBOARD & POWERS

� 1111stststst Board meeting within 30 daysBoard meeting within 30 daysBoard meeting within 30 daysBoard meeting within 30 days

� 4 meetings not more than 120 days gap 4 meetings not more than 120 days gap 4 meetings not more than 120 days gap 4 meetings not more than 120 days gap

between between between between 2222 Board Meetings Board Meetings Board Meetings Board Meetings

� For OPC, SC & DC For OPC, SC & DC For OPC, SC & DC For OPC, SC & DC –––– 1 meeting in each half 1 meeting in each half 1 meeting in each half 1 meeting in each half

calendar year & gap bet 2 meetings not < 90 calendar year & gap bet 2 meetings not < 90 calendar year & gap bet 2 meetings not < 90 calendar year & gap bet 2 meetings not < 90

daysdaysdaysdays

� Listed Co. & Pub. Co paid up capital > 10 Cr or Listed Co. & Pub. Co paid up capital > 10 Cr or Listed Co. & Pub. Co paid up capital > 10 Cr or Listed Co. & Pub. Co paid up capital > 10 Cr or

turnover > 100 Cr or Public borrowing > 50 Cr turnover > 100 Cr or Public borrowing > 50 Cr turnover > 100 Cr or Public borrowing > 50 Cr turnover > 100 Cr or Public borrowing > 50 Cr ----

Audit + Nomination & Remuneration Audit + Nomination & Remuneration Audit + Nomination & Remuneration Audit + Nomination & Remuneration

Committee Committee Committee Committee

Lunawat & Co.

MEETING BY VIDEO CONFERENCEMEETING BY VIDEO CONFERENCEMEETING BY VIDEO CONFERENCEMEETING BY VIDEO CONFERENCE

AllowedAllowedAllowedAllowed subjectsubjectsubjectsubject totototo followingfollowingfollowingfollowing conditionsconditionsconditionsconditions ::::----

� AtAtAtAt leastleastleastleast oneoneoneone meetingmeetingmeetingmeeting inininin aaaa yearyearyearyear inininin personpersonpersonperson

� NoticeNoticeNoticeNotice ofofofof meetingmeetingmeetingmeeting shallshallshallshall statestatestatestate thethethethe availabilityavailabilityavailabilityavailability ofofofof optionoptionoptionoption....

� DirectorsDirectorsDirectorsDirectors shallshallshallshall intimateintimateintimateintimate thethethethe ChairmanChairmanChairmanChairman ofofofof hishishishis opinionopinionopinionopinion totototo

participateparticipateparticipateparticipate bybybyby VCVCVCVC atatatat leastleastleastleast 3333 daysdaysdaysdays beforebeforebeforebefore meetingmeetingmeetingmeeting

� FollowingFollowingFollowingFollowing mattersmattersmattersmatters shallshallshallshall notnotnotnot bebebebe dealtdealtdealtdealt withwithwithwith videovideovideovideo

conferencingconferencingconferencingconferencing::::

� ToToToTo approveapproveapproveapprove thethethethe annualannualannualannual financialfinancialfinancialfinancial statementsstatementsstatementsstatements

� ToToToTo approveapproveapproveapprove thethethethe Board’sBoard’sBoard’sBoard’s ReportReportReportReport....

� ApprovalApprovalApprovalApproval ofofofof prospectusprospectusprospectusprospectus

� PurposePurposePurposePurpose ofofofof amalgamation,amalgamation,amalgamation,amalgamation, merger,merger,merger,merger, demerger,demerger,demerger,demerger, acquisitionacquisitionacquisitionacquisition andandandand

takeovertakeovertakeovertakeover....

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

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.

EXCEPTIONS EXCEPTIONS EXCEPTIONS EXCEPTIONS –––– PVT.PVT.PVT.PVT. CO.CO.CO.CO.

� Shall not apply to a private company Shall not apply to a private company Shall not apply to a private company Shall not apply to a private company ::::----

� IIIIn n n n whose share capital another body corporate whose share capital another body corporate whose share capital another body corporate whose share capital another body corporate

has invested any money;has invested any money;has invested any money;has invested any money;

� IIIIf f f f the borrowings of such a company from the borrowings of such a company from the borrowings of such a company from the borrowings of such a company from

banks or financial institutions or any body banks or financial institutions or any body banks or financial institutions or any body banks or financial institutions or any body

corporate is less than twice of its paid up corporate is less than twice of its paid up corporate is less than twice of its paid up corporate is less than twice of its paid up

share capital or share capital or share capital or share capital or RsRsRsRs. 50 . 50 . 50 . 50 CrsCrsCrsCrs, , , , whichever is lower; whichever is lower; whichever is lower; whichever is lower;

andandandand

�Such Such Such Such a company has no default in repayment a company has no default in repayment a company has no default in repayment a company has no default in repayment

of such borrowings subsisting at the time of of such borrowings subsisting at the time of of such borrowings subsisting at the time of of such borrowings subsisting at the time of

making transactions under this section.making transactions under this section.making transactions under this section.making transactions under this section.

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

�Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure

in case of nonin case of nonin case of nonin case of non----compliancecompliancecompliancecompliance

Lunawat & Co.

COMPANIES (AMENDMENT) ACT 25.5.15COMPANIES (AMENDMENT) ACT 25.5.15COMPANIES (AMENDMENT) ACT 25.5.15COMPANIES (AMENDMENT) ACT 25.5.15

� Omitting requirement for Omitting requirement for Omitting requirement for Omitting requirement for minimum paid up minimum paid up minimum paid up minimum paid up

share capitalshare capitalshare capitalshare capital,,,, and consequential changes. (For and consequential changes. (For and consequential changes. (For and consequential changes. (For

ease of doing business)ease of doing business)ease of doing business)ease of doing business)

� Making Making Making Making common seal common seal common seal common seal optional, and optional, and optional, and optional, and

consequential changes for authorization for consequential changes for authorization for consequential changes for authorization for consequential changes for authorization for

execution of documents. (For ease of doing execution of documents. (For ease of doing execution of documents. (For ease of doing execution of documents. (For ease of doing

business)business)business)business)

� Prescribing specific Prescribing specific Prescribing specific Prescribing specific punishment for deposits punishment for deposits punishment for deposits punishment for deposits

accepted under the new Act. This was left out accepted under the new Act. This was left out accepted under the new Act. This was left out accepted under the new Act. This was left out

in the Act inadvertently. (To remove an in the Act inadvertently. (To remove an in the Act inadvertently. (To remove an in the Act inadvertently. (To remove an

omission)omission)omission)omission)

Lunawat & Co.

COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015

� Prohibiting public inspection of Prohibiting public inspection of Prohibiting public inspection of Prohibiting public inspection of Board Board Board Board

resolutionsresolutionsresolutionsresolutions filed. filed. filed. filed. (To meet corporate demand)(To meet corporate demand)(To meet corporate demand)(To meet corporate demand)

� Including provision for writing off Including provision for writing off Including provision for writing off Including provision for writing off past past past past

losses/depreciation losses/depreciation losses/depreciation losses/depreciation before declaring dividend before declaring dividend before declaring dividend before declaring dividend

for the year. for the year. for the year. for the year. (This (This (This (This was missed in the Act but was missed in the Act but was missed in the Act but was missed in the Act but

included in the included in the included in the included in the Rules).Rules).Rules).Rules).

� Rectifying the requirement of Rectifying the requirement of Rectifying the requirement of Rectifying the requirement of transferring transferring transferring transferring

equity sharesequity sharesequity sharesequity shares for which unclaimed/unpaid for which unclaimed/unpaid for which unclaimed/unpaid for which unclaimed/unpaid

dividend has been transferred to the dividend has been transferred to the dividend has been transferred to the dividend has been transferred to the IEPFIEPFIEPFIEPF even even even even

though subsequent dividend(s) has been though subsequent dividend(s) has been though subsequent dividend(s) has been though subsequent dividend(s) has been

claimed. (To meet corporate demand)claimed. (To meet corporate demand)claimed. (To meet corporate demand)claimed. (To meet corporate demand)

Lunawat & Co.

COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015

� Enabling provisions to prescribe thresholds Enabling provisions to prescribe thresholds Enabling provisions to prescribe thresholds Enabling provisions to prescribe thresholds

beyond which fraud shall be reported to the CG beyond which fraud shall be reported to the CG beyond which fraud shall be reported to the CG beyond which fraud shall be reported to the CG

(below the threshold, it will be reported to the (below the threshold, it will be reported to the (below the threshold, it will be reported to the (below the threshold, it will be reported to the

Audit Committee). Disclosures for latter Audit Committee). Disclosures for latter Audit Committee). Disclosures for latter Audit Committee). Disclosures for latter

category also to be made in the Board's category also to be made in the Board's category also to be made in the Board's category also to be made in the Board's

Report. (Demand of auditors)Report. (Demand of auditors)Report. (Demand of auditors)Report. (Demand of auditors) –––– 14.12.1514.12.1514.12.1514.12.15

� Exemption u/s 185 (Loans to Directors) Exemption u/s 185 (Loans to Directors) Exemption u/s 185 (Loans to Directors) Exemption u/s 185 (Loans to Directors)

provided for loans to wholly owned subsidiaries provided for loans to wholly owned subsidiaries provided for loans to wholly owned subsidiaries provided for loans to wholly owned subsidiaries

and guarantees/securities on loans taken from and guarantees/securities on loans taken from and guarantees/securities on loans taken from and guarantees/securities on loans taken from

banks by subsidiaries. banks by subsidiaries. banks by subsidiaries. banks by subsidiaries. (Provided (Provided (Provided (Provided under under under under Rules Rules Rules Rules

but but but but included as included as included as included as a matter of abundant caution).a matter of abundant caution).a matter of abundant caution).a matter of abundant caution).

Lunawat & Co.

COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015

� Empowering Audit Committee to give omnibus Empowering Audit Committee to give omnibus Empowering Audit Committee to give omnibus Empowering Audit Committee to give omnibus

approvals for related party transactions on approvals for related party transactions on approvals for related party transactions on approvals for related party transactions on

annual annual annual annual basis basis basis basis –––– 14.12.201514.12.201514.12.201514.12.2015

� Replacing Replacing Replacing Replacing 'special resolution' with 'special resolution' with 'special resolution' with 'special resolution' with ‘OR' ‘OR' ‘OR' ‘OR' for for for for

approval of approval of approval of approval of related party transactions related party transactions related party transactions related party transactions by nonby nonby nonby non----

related shareholders. (Meet problems faced by related shareholders. (Meet problems faced by related shareholders. (Meet problems faced by related shareholders. (Meet problems faced by

large stakeholders who are related parties)large stakeholders who are related parties)large stakeholders who are related parties)large stakeholders who are related parties)

� Exempt related party transactions Exempt related party transactions Exempt related party transactions Exempt related party transactions between between between between

holding companies and wholly owned holding companies and wholly owned holding companies and wholly owned holding companies and wholly owned

subsidiaries subsidiaries subsidiaries subsidiaries from from from from requirement requirement requirement requirement of approval of of approval of of approval of of approval of

nonnonnonnon----related shareholders. (corporate demand)related shareholders. (corporate demand)related shareholders. (corporate demand)related shareholders. (corporate demand)

Lunawat & Co.

COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015COMPANIES (AMENDMENT) ACT 2015

� Bail restrictions Bail restrictions Bail restrictions Bail restrictions to apply only for offence to apply only for offence to apply only for offence to apply only for offence

relating to fraud u/s 447. (Though earlier relating to fraud u/s 447. (Though earlier relating to fraud u/s 447. (Though earlier relating to fraud u/s 447. (Though earlier

provision is mitigated, concession is made to provision is mitigated, concession is made to provision is mitigated, concession is made to provision is mitigated, concession is made to

Law Ministry & ED)Law Ministry & ED)Law Ministry & ED)Law Ministry & ED)

� Winding Up cases Winding Up cases Winding Up cases Winding Up cases to be heard by 2to be heard by 2to be heard by 2to be heard by 2----member member member member

Bench instead of a 3Bench instead of a 3Bench instead of a 3Bench instead of a 3----member Bench. (Removal member Bench. (Removal member Bench. (Removal member Bench. (Removal

of an inadvertent error)of an inadvertent error)of an inadvertent error)of an inadvertent error)

� Special Courts Special Courts Special Courts Special Courts to try only offences carrying to try only offences carrying to try only offences carrying to try only offences carrying

imprisonment of two years or more. (To let imprisonment of two years or more. (To let imprisonment of two years or more. (To let imprisonment of two years or more. (To let

magistrate try minor violations).magistrate try minor violations).magistrate try minor violations).magistrate try minor violations).

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.

FRAUDULENTLY INDUCING PERSON TO INVEST MONEYFRAUDULENTLY INDUCING PERSON TO INVEST MONEYFRAUDULENTLY INDUCING PERSON TO INVEST MONEYFRAUDULENTLY INDUCING PERSON TO INVEST MONEY

� Any person who, either knowingly or recklessly makes Any person who, either knowingly or recklessly makes Any person who, either knowingly or recklessly makes Any person who, either knowingly or recklessly makes

any any any any statement, promise statement, promise statement, promise statement, promise or forecast or forecast or forecast or forecast which is which is which is which is false, false, false, false,

deceptive or misleading, or deliberately conceals any deceptive or misleading, or deliberately conceals any deceptive or misleading, or deliberately conceals any deceptive or misleading, or deliberately conceals any

material material material material factsfactsfactsfacts, to , to , to , to induce another person to enter induce another person to enter induce another person to enter induce another person to enter into:into:into:into:

� any any any any agreement for, or with a view to, acquiring, agreement for, or with a view to, acquiring, agreement for, or with a view to, acquiring, agreement for, or with a view to, acquiring,

disposing of, subscribing fordisposing of, subscribing fordisposing of, subscribing fordisposing of, subscribing for, or , or , or , or underwriting securities; underwriting securities; underwriting securities; underwriting securities;

� any any any any agreement, agreement, agreement, agreement, purpose / pretended purpose / pretended purpose / pretended purpose / pretended purpose of which purpose of which purpose of which purpose of which

is to is to is to is to secure a secure a secure a secure a profit to any of profit to any of profit to any of profit to any of parties parties parties parties from from from from yield yield yield yield of of of of

securities or by reference to securities or by reference to securities or by reference to securities or by reference to fluctuations in value fluctuations in value fluctuations in value fluctuations in value of of of of

securities; securities; securities; securities; orororor

� any any any any agreement for, or with a view to agreement for, or with a view to agreement for, or with a view to agreement for, or with a view to obtaining credit obtaining credit obtaining credit obtaining credit

facilitiesfacilitiesfacilitiesfacilities from any from any from any from any bank or bank or bank or bank or financial institution,financial institution,financial institution,financial institution,

� shall be liable for action shall be liable for action shall be liable for action shall be liable for action u/s u/s u/s u/s 447447447447. (36). (36). (36). (36)

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