2. Companies Act, 2013 Formation and Constitution Funding Audit and Accounts Internal Management External Factors Winding Up of Company Other Matters

3. MEETINGS OF BOARD & ITS POWERS LOANS TO DIRECTOR (SECTION 185)

4.  This Section is Applicable to All Companies

5. Company shall not Directly or indirectly I.Advance any Loan / Loan represented by Book Debt II.Provide any Guarantee III.Provide any security To any Director OR Any Person in whom Director is interested

6.  Director of lending Co/ Holding Co. And/or Partner / Relative of Such Director  Partnership Firm where Director/ his Relative – is partner  Sole Proprietorship Concern where Director/ his Relative is Proprietor  Any Pvt. Co. – in which he is director / Member

7.  Any Pvt. Ltd./ Public Ltd./ Foreign Company –  25% or more of total voting power is exercised by Director(s) either individually or taken together.  Any Pvt. Ltd./ Public Ltd./ Foreign Company –  in which Director/MD/Manager is acting on direction of Lending Co.’s Director.

8.  Co. can give loan /security / guarantee to WTD/MD: I.Under Service contract. II.Under any Scheme approved by Special Resolution in Member’s Meeting.  Co. can give Loan / Guarantee: I.In its ordinary Course of business II.An interest rate not less than the rate declared by RBI.

9. Director Father Mother Sister Daughter & her Husband Son & his Wife Brother

11. Exempted To Subsidiary Co. By Holding Co. Guarantee given Security provided In respect of loan made by any bank or FI.

12.  To Company fine of Rs. 5,00,000/- to Rs. 25,00,000/-  To Director/ any other person to whom loan is given a)Imprisonment to the extent of 6 months b)Fine of Rs. 5,00,000/- to Rs. 25,00,000/- c)Both

13. MEETINGS OF BOARD & ITS POWERS LOANS AND INVESTMENTS (SECTION 186)

14.  Co. may make investment through two layers of investment companies only  Not applicable to —  Investment outside India beyond 2 layers  Investment for fulfillment of any law

15.  Co. shall directly or indirectly subject to certain conditions —  (a) Give any loan  (b) Give any guarantee or provide security in connection with a loan  (c) Acquire securities by way of subscription, purchase or otherwise

16. i) 60% of (Paid-up Share Capital + Free Reserves + Securities Premium Account) Or ii) 100% of (Free Reserves + Securities Premium Account) Whichever is MORE.

17. Within LimitExceeding Limit  Pass Board Resolution unanimously  Prior approval of PFI is necessary if Default is made in repayment of any loan  Pass Board Resolution unanimously  Special Resolution of Members  Prior approval of PFI is mandatory

18.  To a loan made, guarantee given or security provided by:  Banking company  Insurance company  Housing finance company  Company engaged in the business of financing of companies  To any acquisition made by:  NBFC registered under RBI act-1934  Company whose principal business is acquisition of securities  Shares allotted in pursuance of further issue of share capital

19.  Disclose to the members in the financial statement the full particulars of the loans given and utilization of loan.  Contravention of any provision:  Company-  Fine of Rs.25000/- to Rs.500000 /-  Officer in default-  Imprisonment up to 2 years and Fine of Rs. 25000/- to Rs.500000/-

20. RELATED Party TRANSACTIONS (section 188)

21. Related Party Means 1. Director 2. Director’s Relative 3. KMP 4. KMP’ s Relative Private Company Where Director/ Manager is Director / Member Public Co. in which Director/ Manager is --- 1.Director or 2. Shareholder of 2% or more Paid Up Capital (individually/ along with relative) FIRM in which Director / Manager/ Their Relatives Is Partner

22. Related Party Means Body Corporate Whose (i) BOD (ii) MD or (iii) Manager Acts as per advice, directions, instructions Of a. Director or b. Manager of Company a. Holding Company b. Subsidiary Company c. Associate Company Any person on whose instructions, directions, advice - a. Director b. Manager act A co-subsidiary company ( two companies having a same holding company)

23.  Companies having paid up share capital of Rs 10 Cr or more is require to obtain prior approval of member’s in general meeting case may be to enter into contracts in which Directors are interested  Exception :- 1) If transaction or contract is entered in ordinary course of business 2) Done on Arm’s length basis. 3) In case of transaction between holding company and subsidiary company, no need to pass special resolution in subsidiary company.  If any transaction is below Rs 5 Lacs pertaining to sale, supply or purchase of material then no need to make entry in register maintained under 189 of the act.

24.  Sale, purchase, or supply of any goods or materials;  Selling or otherwise disposing of, or buying property of any kind;  Leasing of property any kind;  Availing or rendering of any services;  Appointment of any agent for purchase or sales of goods or materials, services or property;  Such related party’s appointment to any office  Underwriting the subscription of any securities or derivatives thereof of the company

25.  With prior approval of company by special resolution, following companies can enter into Contracts/ arrangements -  A company having a paid-up share capital of Rs. 10 Crore or more  Transaction exceeding 25 % of the annual turnover or 10% of the net worth of the company whichever is higher in a financial year.  Relates to appointment to any office or place of profit in the company/ subsidiary company/ associate company at a monthly remuneration exceeding Rs. 2,50,000/-.

26.  For other companies / transactions -- prior consent of BOD by Board resolution  If contract is already entered into -- obtained within 3 months approval of the BOD/ Shareholders.  Notice of Board meeting should contain 1. prescribed particulars 2. explanatory statement to be annexed to the notice of general meeting  No member can vote on such special resolution if such member is a related party  interested Director cannot participate in discussion on the approval of related party transactions  In case of default -- contract is voidable at the option of the Board Directors concerned shall indemnify the company against any loss incurred by Company

27.  Every director shall disclose his concern or interest in FORM MBP1  At the first meeting of the board in which he participates as a director  At the first meeting of the board in every financial year  Whenever there is change in the disclosures already made, then at 1st BM held after change.  Every director or KMP shall within period of 30 days of his appointment- disclose his concern or interest in other associations.  Every such contract or arrangement be disclosed in BOARDS REPORT

28. Deposits (section 73)

29.  Any amount received -  As Share Application Money up to 60 days.  From Director of company  As advance for supply of goods or services, provided such advance is appropriated against such supply within 365 days.

30.  As a loan or financial assistance from any bank or financial institution.  Any amount brought in by the promoters of the company or their relatives or both by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank.  Any amount received by a company from any other company which is not related one.

31.  Accept/renew deposits – repayable after 6 months and up to 36 months subject to maximum 25% of the aggregate of paid-up share capital and free reserves.  Accept/renew deposits – repayable after 3 months and up to 6 months subject to maximum 10% of aggregate of paid up share capital and free reserves

32.  File copy of circular to ROC, 30 days before date of issue of circular/advertisement.  Enter into Deposit Insurance Contract 30 days before issue of circular/advertisement.  Issue circular after 30 days of filing with ROC, to its members by registered AD or speed post or by electronic mode  Return of deposits to be filed with ROC: On/before 30 th day of June, of every year.

33.  Separate bank account with a Scheduled Bank – Deposit at least 15% of amount of its deposits maturing during a FY and FY next following, on/before 30 th April of each year

34.  within 30 days of such acceptance, create a charge on its assets of an amount not less than the amount of deposits accepted in favour of trustee for the depositors on: specific movable or immovable property

35.  Appoint trustee for depositors before issuing a circular  Obtain written consent from trustee before their appointment  Execute a deposit trust deed at least 7 days before issuing the circular or circular in the form of advertisement.

36. Financial Statement ( section 129)

37.  Period ending on 31 st March every year  If incorporated on/after 1 st January of a year, period ending on 31 st March following year If application by company which is holding/subsidiary of foreign company and required to follow a different FY for consolidation of its accounts outside India, Tribunal may, allow any period as its FY, whether or not that period is a year:  Existing Co’s - within 2 years from commencement, align its FY

38.  Includes: a) Balance Sheet b) Profit and Loss Account/Income and Expenditure Account c) Cash Flow Statement – NA to OPC/Small Company/Dormant Company

39. d) Statement of changes in equity, if applicable; and e) Explanatory note annexed to/forming part of, any of above

40.  Signed by – Chairperson if authorized or  Two directors, one MD if any and  CEO, if he is director  CFO & CS, wherever appointed or  In case of OPC - only by one director

41.  FS shall comply with Accounting Standards notified under section 133 and shall be as per Schedule III. Provided: A.S. specified under Companies Act, 1956 shall be deemed to be AS until AS specified by CG  FS shall lay before every AGM

42.  If company has one/ more subsidiaries, in addition to its FS, consolidated financial statement is also to be laid before AGM.  Attach along with its FS, a separate statement containing salient features of FS of its subsidiary/subsidiaries in Form AOC-1. “Subsidiary” shall include associate company and joint venture.

43.  If OPC within 180 days - i.e. on or before 27 th Sept of every year.  All other companies - within 30 days of date of AGM.

44. AUDIT & AUDITORS (Section 139 – 148)

45.  First Auditors should be appointed within 30 days of incorporation by BOD and up to Next AGM. If Board fails, then Members can appoint auditor within next 90 days.  In subsequent AGM, Appointment will be made for 5 years.  Each company has to ratify the appointment of auditor in AGM every year.

46. 1. Due to Resignation: - BY MEMBERS within 3 months of recommendation of Board & Hold Office till the next AGM 2. Due to other reasons: - BY BOARD Within 30 days

47.  Certain class of companies shall not appoint or re- appoint the same auditor or auditor’s firm after continuous 5 years in case of Individual and 10 years in case of firm.  All other companies can appoint the auditor without such rotation after 5 or 10 years as the case may be.  For Class of Companies, 3 years are given to comply with the provisions.

48.  For removal of auditor the approval of Tribunal/ Central Government is required.  Unless disqualified as per Section 144 the retiring auditor can be re-appointed by the company.  Transitional provisions are applicable for Accounting standard i.e. the AS mentioned under Companies Act, 1956 will be applicable till new AS are notified by the Central Govt.

49. Auditor Shall not render following services to Companies in which he is acting as Auditor:  Accounting and book keeping services  Internal audit  Design and implementation of any financial information system  Actuarial services  Investment advisory services  Investment banking services  Rendering of outsourced financial services  Management services  Any other kind of services as may be prescribed

50. Class Of Companies (Exclude OPC & SMALL CO.) where appoint auditor for 5 or 10 Years only and can not re-appoint same auditor Public company with paid up capital more than 10 Cr Private companies with paid up capital of Rs 20 Cr or more All other companies having public borrowings or bank loan exceeding Rs 50 Crores

51.  ADT – 1 : Notice of Appointment of Auditor by Company  ADT – 2 : Removal of Auditor  ADT – 3 : Resignation of Auditor  ADT – 4 : Report to Central Government By Auditor Reporting Fraud

52.  As per circular for the Financial year ended on 2014 the following papers / documents will be submitted as per Companies Act 1956:  Audit Report  Financial Statement  Any other attachment to Financial Statement  Board’s Report etc.

53. Private Placement Section 42 - Part II

54. Public CompaniesPrivate Companies Public Offer -- Through private placement by complying with provisions of Part II Right / Bonus Issue ISSUE OF SECURITIES BY Issue of Securities by Private Placement – By Private Ltd Co – upto 200 persons By Public Co. – if above 200 persons – Provisions of Public Offer – Prospectus will apply

55. Private Placement is offer placed to selected group of persons whose name is already entered with company for making offer Offer should be in Form No PAS-4 served to person within 30 days of recording of his name The offer size for securities shall not be less than Rs 20000/- made to each person  Private Placement of Securities

56. The share application money received against such offer shall be received in cheque / draft or banking channels and not in cash The shares must be allotted within 60 days from the receipt of share application money. If not allotted then needs to be refunded within 15 days from the 60 th day within Interest of 12% p.a. File Form PAS - 3, PAS - 4 & 5

57. Further issue of share capital (Section 62)

58. 1) Allotment of Further Shares to Existing Shareholders in their proportionate shareholding 2) Issue of Shares to Employees / Directors under Employee Stock Options / Sweat Equity Shares 3) Preferential Allotment to any other person

59.  Notice of offer required to send not less than 15 days but not more than 30 days to existing shareholders.  The person shall have right to renounce  File Form No. PAS - 3 within 30 days of allotment

60.  Eligibility Criteria  Permanent Employee working in India / outside India at least for 1 year  Director  File Form No. PAS - 3 within 30 days of allotment

61.  Issue of Shares to Selected group of persons whose name are recorded by company  Special Resolution in general meeting  Allotment required to be completed within 12 months from passing of resolution  File Form MGT - 14 – for passing special resolution & File Form PAS -3 – for allotment Within 30 days

62. Transfer and Transmission of Securities (Section- 56)

63.  Transfer of Shares New Instrument for Transfer - Form No.SH.4 Previously it was Form No 7B on green paper with date stamp on it & valid for 2 months from stamped date Duly executed instrument of transfer to be deliver to the company within 60 days Company shall thereupon register transfer & issue certificate within 1 month On transmission of shares intimation / application is sufficient to register the transmission

64.  Transfer of Shares Company can refuse transfer and then has to communicate the same within 30 days to transferor for refusal. On refusal of transfer, transferor or Transferee can make appeal with tribunal. If, SH -4 is lost or could not be presented before the company, company can take indemnity from transferee and approve transfer. If Partly paid shares - Company has to give notice in form SH.5 of receipt of SH -4 to transferee and transferee has to give NOC to transfer within 2 weeks

65. ACCOUNTS OF COMPANIES CORPORATE SOCIAL RESPONSIBILITY (SECTION 135)

66.  Every Co. having:  Net worth of Rs. 500 Crore or More OR  Turnover of Rs.1000 Crore or More OR  Net Profit of Rs.5 Crore or more  Exception:  If Company does not fulfill above criteria for 3 consecutive years subsequent to it’s applicability.  In case Company fulfills criteria, but if average net profit comes as Negative, then this Section will not be applicable.

67.  At least 2% of Average Net Profit of 3 preceding FY.  Average Profit should be calculated as per Section 198.  Net ProfitXXX Less: - Net Profit from any overseas branch whether operated as Separate Company or otherwise Less: - XXX Less: - Any Dividend received from other companies in India which are covered and complied with Sec. 135 Less: - XXX Total Net ProfitXXX

68.  Board may undertake CSR Activity through: -  Registered Trust  Registered Society  Company established by it or its Holding, subsidiary, Associate Co.  Other Trust or Societies or companies not established by Co. having track record of 3 years.  Co. can collaborate with other companies.  Expenditure should be on activities undertaken in India only

69.  Activities giving benefits only to employees or their families.  Contribution to political party.  Expenditure on building of CSR capacities:  Of their own personnel  Of their implementing Agency  Not more that 5% of total 2% of Net Profit in one financial year

70. Sr. No. Particulars 1 Eradicating hunger, poverty, promoting preventive health care and sanitation and making available safe drinking water 2Promoting education 3 Promoting Gender equality, Empowering women; Setting up homes and hostels for women and orphans; Setting up old age homes 4Ensuring Environmental sustainability, Ecological balance,

71. Sr. No. Particulars 5 Protection of National Heritage, art and culture Setting up public libraries; Promotions and development of traditional arts and handicrafts 6 Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports 7 Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Govt. 8Rural Development Projects

72. RULES FOR LETTERHEAD

73.  Full name of Company  In case- changed name within preceding 2 years, previous name should also be disclosed.  Address of its registered office of the company  Corporate Identity Number (CIN)  Telephone number  fax number, if any

74.  E-mail  Website addresses, if any  Optional: -In case the company wants to disclose the Authorised capital, the company should also disclose subscribed and paid-up capital equally prominently

75.  Note: -  You can design your letter head in any format, just confirm that it includes all above required information.  In case you have already printed copies, then you can affix Rubber Stamp of CIN on those printed copies.

76. ABC Private Limited (CIN:U30000MH1996PTC104285) (Previously Known as XYZ Private Limited) Registered Office:-Sector-A, MIDC Satpur, Nashik  Tel: - 0253-2364522 Fax: - 0253-2364522  E-mail –manjushrimaslekar@gmail.com–manjushrimaslekar@gmail.com  Web site: - www.mmcocs.com

77. One Person Company [Section 3 (1) (c)]

78.  Eligibility…….. “ One Person Company” = Only ONE PERSON as a member Minimum 1 Director Criteria – Paid up share capital Less than Rs.50 Lacs OR Turnover Less than 2 Cr. Require nomination

79.  OPC Can not………….  Person can not incorporate more than One OPC  CAN NOT covert voluntarily into any kind of company unless two years have expired from the date of Incorporation  Minor can not be a member / nominee / hold shares with beneficial interest.  One Nominee can not become nominee in more than one OPC.  Can not be incorporated or converted into Company u/s 8 – Non-profit Organization.

80.  One Person Company Can not…..  Cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.

81.  Compulsory Conversion Within 6 months as Pvt Ltd / Public Ltd if - Paid up Capital increased beyond Rs.50 Lacs OR Average Annual Turnover during period of immediately preceding 3 consecutive F.Y. EXCEEDS Rs. 2 Cr.

82.  Conversion of Pvt Ltd OPC Eligibility – Pvt Ltd company with paid up Share capital LESS THAN Rs. 50 Lacs OR Turnover during the relevant period LESS THAN Rs.2 Cr. Obtain NO OBJECTION from Members & Creditors Special Resolution in General Meeting Filing of Declaration & Affidavit & Other Forms With ROC

83. THE companies act, 2013

84.  Section-3  Public Co. :- No. of Member: Min-7, Max- No limit  Private Co.:- No. of Members Min-2, Max-200  One Person Co.:-No. of Member 1 Only  Section- 53  Issue of shares on discount is prohibited

85.  Section- 101 Notice calling AGM/EGM not less than 21 days in writing or electronic mode. Shorter notice can be given by consent of 95% members Company has to get the e-mail id of members as well as directors updated.

86.  Section- 103  Quorum of members meeting members required personally present: 1.Public Co. more than 1000 member shall have 5 person present. 2.Private Co. any 2 members 3.OPC the sole nominee member in person.  Section- 105  A person shall not hold proxies for more than 50 members, and holding more than 10% voting power in aggregate, but if appointed by a person holding 10% of total voting power then he can act as proxy only for that person.

87.  Section- 455 – Dormant Company  Where a company is formed for a: - - future project or - to hold an asset/ intellectual property or - has no significant accounting transaction & not filed financial statements for last 2 years.  such a company/ an inactive company may make an application to ROC for obtaining the status of a Dormant Company.

88.  Provisions relating to Dormant Company:  To file a Annual Return on yearly basis with ROC, before 30 th April.  If ROC noticed that the company is well functioning then it can convert it into active Co. status on its own.  If Dormant Co. remains dormant for 5 years, ROC may take steps for striking off name of Co.  But Co. at any time may apply for changing its status as active company.