1. Salient features of Companies Act,2013 STRUCTURE OF COMPANIES ACT,2013 :  658 SECTIONS OF 1956 ACT Vs 470 sections  7 schedules ( 15 schedules in 1956 Act)  29 chapters  Rule based act therefore not Complete code  348 SECTIONS,WHREIN RULES TO BE FRAMED SEPERATELY  98 SECTIONS SO FAR NOTIFIED AND OPERATIONAL  4 PHASES OF DRAFT RULES FRAMED 1P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

2. Salient features of Companies Act,2013  ONE PERSON COMPANY  ENTRECHMENT PROVISIONS IN ARTICLES  CHANGE OF NAME  ALTERATION OF OBJECT CLAUSE  SECTION 8 COMPANIES AMALGAMATION  PRIVATE PLACEMENT  CLASS ACTION  DISGORGEMENT PROVISIONS  TRANSFER OF COMPANIES HAVING NO SHARECAPITAL  LISTING OF COMPANY BEFORE MAKING PUBLIC OFFER  RETURN OF CHANGES IN PROMOTER’S AND TOP 10 SHAREHOLDERS STAKE 20-11-2013P K MODI & CO ELLISBRIDGE STUDY CIRCLE2

3. Salient features of Companies Act,2013  RIGHT OF CHARGE HOLDERS  NOTICE OF GENERAL MEETING IN ELECTRONICS MODE  ELECTRONICS VOTING  MINUTES OF POSTAL BALLOT  EXPLANATORY STATEMENT TO GENERAL MEETING NOTICE  QUORAM  PROXIES  CONSOLODITED FINANCIAL STATEMENTS  SUBSIDIARY’S ACCOUNTS ON WEB SITE  REOPENING OF ACCOUNTS BY COURT’S ORDER/ MANAGEMENT  CORPORATE SOCIAL RESPONSIBILITIES 3P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

4. Salient features of Companies Act,2013  MANDATORY INTERNAL AUDIT  COMPULSORY ROTATION OF AUDITORS  AUDITOR’S OBLIGATION ON HIS RESIGNATION  TRIBUNAL’S POWER TO REMOVE AUDITORS  AUDITING STANDARDS  FRAUD DETECTION AND CA/CS/CWA ‘S DUTIES  PROHIBITION ON NON AUDIT SERVICES BY AUDITOR  AUDITOR’S PRESENCE IN AGM 4P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

5. Salient features of Companies Act,2013  MANDATORY RESIDENT DIRECTOR  WOMEN DIRECTOR  INDEPENDENT DIRECTOR  REGIGNATION OF DIRECTOR  PARTICIPATION IN BOARD MEETING THRU VIDEO CONFERCING  BOARD MEETING AND MINIMUM ONE INDEPENDENT DIRECTOR’S PRESENCE  FREQUENCY OF BOARD MEETING IN OPC(>1 PERSON DIRECTOR)/DORMANT COMPANY/SMALL CO 5P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

6. Salient features of Companies Act,2013  LAYERS OF SUBSIDIRES IN INVESTMENT COMPANIES  STATUTORY RECOGNITION TO SERIOUS FRAUD INVESTIGATION OFFICE  AMALGAMTION PROCEDURE SIMPLIFIED  CROSS BORDER MEGER OF Ico WITH Fco  SQUEEZE OUT PROVISIONS  REGISTERED VALUER  APPLICATION BY COMPANY FOR REMOVAL OF NAME  SUMMARY PROCEDURE FOR LIQUIDATION OF CO < 1 CRORE BOOK VALUE  SPECIAL TRIAL COURT U/S 435  COMPUNDING OF OFFENCE –GOV Vs COURT POWER 6P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

7. Salient features of Companies Act,2013  DEFINITION OF FRAUD-U/S 447  ARM’S LENGTH CONCEPT  NFRA FORMATION  NCLT FORMATION  STAKEHODERS RELATIONSHIP COMMITTEE  DEFINITION OF PROMOTER  NON CASH TRANSACTION WITH DIRECTORS-PRIOR APPROVAL OF GENERAL MEETING 7P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

8. Salient features of Companies Act,2013 PROVISIONS( ERSTWHILE ACT 1956) DROPPED UNDER COMPANIES ACT,2013:  CERTIFICATE OF INCORPARATION CONCLUSIVE EVIDENCE OF COMPLIANCE  CERTIFICATE OF COMMENCEMENT  STATEMENT IN LIEU OF PROSPECTUS  DEEMED SERVICE BY POST -48 HRS  DEDUCTION OF SHARE CAPITAL..AND REDUCED  STATUTORY MEETING  CENTRAL GOVT POWER TO REMOVE DISQUALIFICATION OF MORAL TURPITUDE  SHARE QUALIFIACTION 8P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

9. Salient features of Companies Act,2013  RESTRICTION ON TAX FREE REMUNERATION TO OFICERS AND EMPLOYEES  COMPLINACE CERTIFICATE FROM CS –NOT REQUIRED WHOLE TIME DIRCTOR  REPORT FROM ROC AND OL UNDER ARRANGEMENT /REORGANISATION SCHEME-394 9P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

10. Salient features of Companies Act,2013 PROVISIONS( ERSTWHILE ACT 1956) MODIFIED UNDER COMPANIES ACT,2013:  ISSUE OF SHARES AT DISCOUNT-PROHIBITED  ISSUE OF BONUS SHARES OUT OF REVALUATION RESERVE  DEBENTURE STRUSTEE >500 PERSON  REGISTRATION OF CHARGE-EVERY CHARGE  PROVISIONS RELATED TO RESOLUTION BY CIRCULATION-NOTING IN SUBSEQUENT MEETING  PRIVATE CO- 200 MEMBERS  DEPRECIATION 10P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013

11. Salient features of Companies Act,2013 P K MODI & CO CHARTERED ACCOUNTANTS A -411 SAFAL PEGASUS, PRAHALAD NAGAR, SATELLITE, AHMEDABAD-380051 Telephone : +91 79 40065204 Email: support@pkmodi.com Web site: www.pkmodi.com 11P K MODI & CO ELLISBRIDGE STUDY CIRCLE20-11-2013