PROVISION RELATED TO COMPANY’S STATIONERY INCLUDING LETTER HEAD
As per companies Act 2013, companies are required to get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications from 01/04/2014.
PROVISION RELATED TO DIRECTOR’S
As per companies Act, 2013 a person is allowed to hold directorship in 20 companies only, out of which not more than 10 could be public companies including private ltd companies. if the person is the director in more than the above mentioned limit then he has to resign from the other companies in the excess of above limit within one year from the commencement of the act.
Further director’s of the company has to mention their name & DIN (Director Identification Number) with their signature i.e. all the documents containing the signature of director, director’s name & DIN shall also be mentioned along with their Signature.
PROVISIONS RELATED TO ALLOTMENT OF SHARES
Companies are time bound to allot the shares within a period of sixty (60) days from the date of receiving application. If they fail to allot the shares within prescribed duration then the entire amount should be repaid by companies within 15 days to the respective applicants.
Non repayment within prescribed duration would be considered as default & from the 76th day, the whole application money held by company will be treated as deposit.
Further, application money received by the company for allotment of shares cannot be utilized for any other purpose & a separate bank account shall be maintained for receiving the application money from the applicant & all the transaction related to allotment shall be done through that account only.
In the light of above mentioned provisions, our views are that all the companies shall repay the application money held as on 31/03/2014 before 30th May 2014.
PROVISIONS RELATED TO LOAN FROM SHAREHOLDERS
All the companies who had taken Deposit shall file the return to ROC with 3 months from the commencement of this Act & repay the loan to its shareholders within one year from the date of commencement of this act.
In respect to the above provision amount taken by the company from its shareholder will also cover in the definition of deposit
PROVISION RELATED TO DIRECTORSHIP OF THE COMPANY
From the date of commencement of this Act, Every Company is required to have minimum one resident director. Here resident means “director who stayed in India for 182 days or more in previous calendar year”
For existing companies, company should fulfill the requirement of the resident director within one year from the date of notification.
Appointment of Company Secretary: Now, only a Public Limited Company whose paid up capital is more than 10 Crores needs to appoint whole time Company Secretary.
The company has to prepare its annual return in Form MGT 7.
The annual return, filed by a listed company or a company having paid up share capital of ten crores or more or turnover of fifty crore rupees or more shall be certified by a Company Secretary in practice and the same shall be in Form MGT8.
The extract of the annual return to be attached with the Board’s report shall be in Form MGT 9.
Borrowings can be only from directors. If the same is taken from any other person, then the same will be treated as deposits
Unsecured loan can be taken from promoters only of any stipulation is imposed by the Financial Institution or Bank
Section 185 of companies act prohibits loan to Directors.
As per section 177, Audit Committee and as per section 178 Remuneration Committee and Nomination Committee is required to be constituted in case of Public Companies having paid up capital of Rs. 10 crores or more or the companies having turnover more than Rs. 100 crores or more or having outstanding loans/debentures/deposit exceeding Rs. 50 crores or more.
The companies having profit more than Rs. 5 crores, net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crore or more in any of the end of Financial Year, the company is required to incur expenses on Corporate Social Responsibility.
Every Listed Company and a public company having paid up share capital of Rs. 100 crores or more or turnover of Rs. 300 crores need to appoint a Woman Director.
Every Listed company and a public company having paid up share capital of ten crore rupees or more or turnover of one hundred crores or more or have in aggregate, outstanding loans, debentures and deposits, exceeding fifty crores needs to appoint Independent Director on the board.
Unlisted public companies having paid up share capital of Rs. 10 crores or more or private companies having paid up share capital of Rs. 20 crores or more or all companies having paid up share capital of below threshold limited as specified above but having public borrowings need to retire their auditors as per time period specified in the act in this behalf.