Some very major points about Companies Act 2013
Immediate concern w.e.f. April 1, 2014 W.R.T. Companies Act 2013
- Appointment of CS for public limited Companies having paid up capital more than 10 Crores whereas Private Limited Companies are exempted from appointment of KMPs.
- Annual Return Certification is compulsory from Practicing CS for the companies having paid up capital more than 10 Crores or Turnover 50 Crores in MGT 8 Form.
- Secretarial Audit from Practicing CS is compulsory for Public Limited Company having Paid Up Capital more then 50 Crores or Turnover 250 Crores or more.
- CIN is to be printed on all letter heads and printed material of company like invoices etc along with its registered office and corporate office address.
- Borrowing should be only from Directors. If taken from others then it will be treated as Deposit and Deposit rules have to be followed.
- Unsecured loan can be taken from Promoters only if any stipulation is imposed by the Financial Institution or Bank Namely.
- Loan to Directors, or the Companies in which there are common directors or shareholders is strictly prohibited under section 185.
- Rotation of Statutory Auditor is required after transition period of 3 years from applicability of Companies Act 2013.
- Auditors can now audit only up to total 20 Companies where as public companies can be 10 only.
- All Companies will have to pass special resolution u/s 180 for taking approval from Shareholders for approving limit of Total loan to be taken from the Financial Institution.
- Audit Committee, Remuneration committee and Nomination Committee is required to be constitute in case of Public Companies having paid up capital of Rs. 10 Crores or more having outstanding loans/ debentures/ deposit exceeding Rs. 50 Crores or more.
- At least Two Independent Directors are required to be appointed in 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.
- Consolidation of accounts is mandatory in case of subsidiary or associate companies. Where associates companies are those in which a company having control of 205 or more in share capital of other company.
- If the Companies having profit more than Rs. 5 Crores in any of the end of Financial Year, the Company is required to incur the expenses on CSR equal to 2% of average profit of last 3 yeras. For this CSR committee of 3 Directors is required to be incorporated where there will be at lease 2 independent directors who will formulate the CSR policy and the same will have to be publish over the Website of the Company.