Companies Act, 2013 By Dr P V S Jagan Mohan Rao M Com, LL B, FCS, FCMA, Ph D, MCJ, MA (Sanskrit) and M A (Astrology) Past President – The Institute of Company Secretaries of India – New Delhi Council Member – The Institute of Cost Accountants of India – Kolkata & Chairman – SAFA (South Asian Federation of Accountants) - PAIB Committee

Companies Act, 2013 Lok sabha – Rajya Sabha –

Companies Act, Chapters 470 Sections 7 Schedules Substantial part of the Bill will be in the form of rules – will be prescribed The Government of India has power to notify different provisions of the Act at different parts of time The bill has 33 new definitions

Companies Act, 2013 Chapters Chapter I Preliminary Short Title, Commencement and Application Definitions Chapter II Incorporation of Companies and Matters Incidental Thereto Chapter III Prospectus and Allotment of Securities Part I – Public Offer Part II – Private Placement

Chapter IV Share Capital and Debentures Chapter V Acceptance of Deposits by Companies Chapter VI Registration of Charges Chapter VII Management and Administration

Chapter VIII Declaration and payment of Dividend Chapter IX Accounts of Companies Chapter X Audit and Auditors Chapter XI Appointment and Qualifications of Directors

Chapter XII Meetings of Board and its Powers Chapter XIII Appointment and Remuneration of Managerial Personnel Chapter XIV Inspection, Inquiry and Investigation Chapter XV Compromise, Arrangements and Amalgamations Chapter XVI Prevention of Office and Mismanagement

Chapter XVII Registered Valuers Chapter XVII Removal of Names of Companies from the Register of Companies Chapter XIX Revival and Rehabilitation of Sick Companies

Chapter XX Winding Up Winding Up by the Tribunal Voluntary Winding Up Provisions applicable to every mode of Winding Up Official Liquidators Chapter XXI Companies Authorised to register under this Act

Chapter XXII Companies Incorporated outside India Chapter XXIII Annual Report of Government Companies Chapter XXIV Registration Offices and Fees

Chapter XXV Companies to Furnish Information and Statistics Chapter XXVI Nidhis

Chapter XXVII National Company Law Tribunal and Appellate Tribunal Chapter XXVIII Special Courts Chapter XXIX Miscellaneous

Schedules Schedule I Memorandum and Articles of Association Schedule II Useful Lives to Compute Depreciation Schedule III General Instructions for preparation of Balance Sheet and Statement of Profit and Loss of Company Schedule IV Code for Independent Directors

Schedules Schedule V Conditions to be fulfilled for the appointment of a Managing or Whole-Time Director or Manager without approval of Central Government Schedule VI Infrastructure Projects Schedule VII Activities -- CSR

Chapter IX – Accounts of Companies Section Books of Accounts Section – 129 Financial Statements Sectio ‐ 130 Re – Opening of accounts on Court’s or Tribunal’s Orders Section ‐ 131 Voluntary Revision of Financial Statements or Board’s Report

Section Constitution of NFRA Section – 133 Central Government to prescribe Accounting Standards Section Financial Statements, Board Report, etc Section ‐ 135 Corporate Social Responsibility Section – 136 Right of member to copies of audited financial statements

Section – 137 Copy of financial statement to be filed with the registrar Section ‐ 138 Internal Audit Schedule II Useful lives to Compute Depreciation Schedule III General Instructions for Preparation of Balance Sheet and Profit and Loss Account

Section Books of Accounts etc to be kept by the company

Section – 129 Financial Statements

Section ‐ 130 Re – Opening of accounts on Court’s or Tribunal’s Orders

Section ‐ 131 – voluntary revision of financial statements or board report

Section Constitution of NFRA

Section – 133 Central Government to prescribe Accounting Standards

Section Financial Statements, Board Report, etc

Section ‐ 135 Corporate Social Responsibility Net worth – 500 crore Turnover – 1000 crore Net Profit – 5 crore Corporate social responsibility committee – 3 directors and atleast one independent directors CSR policy Schedule VII 2% - average net profits – 3 years

Section – 136 Right of member to copies of audited financial statements

Section – 137 Copy of financial statement to be filed with the registrar

Section ‐ 138 Internal Audit Every listed company Every unlisted public company Paid up capital – Rs. 50 crores or more Turn over of 200 crores Outstanding loans or borrowings from banks …. Exceeding one hundred crores Outstanding deposits of 25 crores or more Every private company havinng Turnover of 200 crores or more Outstanding loans or borrowings exceeding 100 crores

Company Secretary Secretarial Audit Secretarial Standards

Schedule II Useful lives to Compute Depreciation

Schedule III General Instructions for Preparation of Balance Sheet and Profit and Loss Account

Thank You