Ajcon Global Services Ltd · BSE:AJCON

Ajcon Global Services — Investor Presentation (September 2013)

46 slides from Ajcon Global Services's investor presentation, September 2013

  1. Slide 1: Presentation on Companies Bill 2013

    1 Presentation on COMPANIES BILL 2013 (as passed by the Lok Sabha on 18.12.12 and by the Rajya Sabha on 08.08.13) BY CA. SAMIR BISWAS (Fr. Regional Director- Ministry of Corporate Affairs) & CA. ASHOK AJMERA (Chairman & Managing Director - Ajcon Global Services Limited)

  2. Slide 2: Table of Contents

    2 Table of Contents Sr. Topics Page No. Number 1 History/ Background 3 2 Salient Features 6 3 New Provisions Introduced 8 4 Provisions Amended 12 5 Provisions Cited in Companies Bill 2013 for Better Governance 16 6 Concepts and Amendments in the Companies Bill, 2013 19 7 Introduction of CSR Provisio

  3. Slide 3: History/Background of Companies Bill 2013

    3 HISTORY/ BACKGROUND OF COMPANIES BILL 2013

  4. Slide 4: History/Background

    HISTORY/ BACKGROUND 4 1. Government constitutes an Expert Committee on Company Law under the Chairmanship of Dr. J. J. Irani on 2nd December 2004 to advice on new Companies Bill. 2. The Committee submitted its report to the Government on 31st May 2005. 3. Companies Bill 2008 was introduced on 23rd O

  5. Slide 5: History/Background

    HISTORY/ BACKGROUND 5 8. In view of amendments made by recommendation made by SCF and suggestions of Stakeholders the Companies Bill 2009 was withdrawn by the Central Government. 9. A fresh Companies Bill 2011 was introduced in Parliament on Wednesday, 14th December 2011. 10.The Companies Bill, 2011

  6. Slide 6: Salient Features of the Companies Bill 2013

    6 SALIENT FEATURES OF THE COMPANIES BILL 2013

  7. Slide 7: Salient Features of the Companies Bill 2013

    SALIENT FEATURES OF THE COMPANIES BILL 2013 7 Salient Features COMPANIES ACT 1956 COMPANIES BILL 2013 13 Parts 29 Chapters 658 Sections 470 Clauses 15 Schedules 7 Schedules New Chapters included in Companies Bill 2013 Chapter Description Chapter Number Registered Valuers Chapter 17 Government Compan

  8. Slide 8: New Provisions Introduced in Companies Bill 2013

    8 NEW PROVISIONS INTRODUCED IN COMPANIES BILL - 2013

  9. Slide 9: New Provisions Introduced in Companies Bill 2013

    New Provisions Introduced in Companies Bill- 2013 9  For the first time introduced the concept of One Person Company [Clause 2(62)].  Expert [Clause 2(38)].  Inclusive definition of Financial Statement [Clause 2(40)].  Entrenchment Provisions in Articles of Association (Clause 5).  Public Offer

  10. Slide 10: New Provisions Introduced in Companies Bill 2013

    New Provisions Introduced in Companies Bill- 2013 10  5 year tenure for auditor appointed at AGM of company (other than Government Company/ Government controlled Company) instead of Annual Appointment/ Reappointment  Limited Liability Partnership eligible to be appointed as Auditor of Company (Cla

  11. Slide 11: New Provisions Introduced in Companies Bill 2013

    New Provisions Introduced in Companies Bill- 2013 11  Insider Trading of Securities Prohibited (Clause 195)  Statutory Status to the Serious Fraud Investigation Office (SFIO) (Clause 211)  Specific framework for Merger and Acquisitions of companies. Single forum for approval of mergers and acquis

  12. Slide 12: Provisions Amended

    12 PROVISIONS AMENDED

  13. Slide 13: Provisions Amended

    Provisions Amended 13  Financial Year in relation to any company or body corporate, means the period ending on the 31st day of March every year (Clause 2(41))  Limit on maximum number of members of private company increased to 200 from 50 (Clause 2(68)(ii))  Matter to be stated in Prospectus (Cla

  14. Slide 14: Provisions Amended

    Provisions Amended 14  National Advisory Committee on Accounting Standards (NACAS) renamed as National Financial Reporting Authority (NFRA) and providing wide powers and responsibilities (Clause 132)  Annual Ratification of Appointment of Auditors in Annual General Meeting [Clause 139 (1)]  Manda

  15. Slide 15: Provisions Amended

    Provisions Amended 15  Under clause 186 (Loan and Investment by Company), except for the provision pertaining to making investment through not more than two layers of investment companies dealt with under sub clause 1, no other provision of Clause 186 shall be applicable to a loan made, guarantee g

  16. Slide 16: Provisions Cited in Companies Bill 2013 for Better Governance

    16 PROVISIONS CITED IN COMPANIES BILL-2013 FOR BETTER GOVERNANCE

  17. Slide 17: Provisions Cited for Better Governance

    Provisions Cited in Companies Bill-2013 for Better Governance 17 New Provisions for Better Governance: •Requirement to constitute Remuneration and Nomination Committee and Stakeholders. •Grievances Committee. •Granting of More powers to Audit Committee. •Specific clause pertaining to duties of direc

  18. Slide 18: Provisions Cited for Better Governance

    Provisions Cited in Companies Bill-2013 for Better Governance 18 New Provisions for Better Governance: •Disclosure and approval of Related parties Transactions. •Mandatory Auditing Standards. •Enabling Shareholders Associations / Group of Shareholders for taking class action its & reimbursement of t

  19. Slide 19: Concepts & Amendments in the Companies Bill 2013

    19 CONCEPTS & AMENDMENTS IN THE COMPANIES BILL, 2013

  20. Slide 20: Concepts and Amendments in the Companies Bill, 2013

    Concepts and Amendments in the Companies Bill, 2013 20  The Companies Bill, 2013 applies to the whole of India and is also applicable to certain companies or bodies corporate governed by Special Acts  Substantive law is in the Bill & procedural aspects shall be in form of rules to be prescribed. 

  21. Slide 21: Concepts and Amendments in the Companies Bill, 2013

    Concepts and Amendments in the Companies Bill, 2013 21  The scope of officer who is in default has been broadened. The share transfer agents, registrars and merchant bankers to the issue or transfer related to issue of shares & Chief Financial Officer are also brought under its ambit. Directors who

  22. Slide 22: Introduction of CSR Provisions in Companies Bill 2013

    22 INTRODUCTION OF CSR PROVISIONS IN COMPANIES BILL 2013

  23. Slide 23: Introduction of CSR Provisions in the Companies Bill

    Introduction of CSR Provisions in the Companies Bill 2013 23 Corporate Social Responsibility (CSR) Obligations have been introduced under Clause 135 of the Companies Bill, 2013. Under the new law, the CSR spending would be the responsibility of companies. The Bill seeks to make CSR spending compulso

  24. Slide 24: Gist of the Companies Bill, 2013 List of Chapters

    24 GIST OF THE COMPANIES BILL, 2013 LIST OF CHAPTERS

  25. Slide 25: Gist of The Companies Bill, 2013 – List of Chapters

    Gist of The Companies Bill, 2013 – List of Chapters 25 Sr No Chapter Title 1 Chapter I Preliminary 2 Chapter II Incorporation of Company and Matters Incidental Thereto Prospectus and Allotment of Securities 3 Chapter III Part I: Public Offer Part II: Private Placement 4 Chapter IV Share Capital and

  26. Slide 26: Gist of The Companies Bill, 2013 – List of Chapters

    Gist of The Companies Bill, 2013 – List of Chapters 26 Sr No Chapter Title 11 Chapter XI Appointment and Qualifications of Directors 12 Chapter XII Meeting of Board and Its Powers 13 Chapter XIII Appointment and Remuneration of Managerial Personnel 14 Chapter XIV Inspection, Inquiry and Investigatio

  27. Slide 27: Gist of The Companies Bill, 2013 – List of Chapters

    Gist of The Companies Bill, 2013 – List of Chapters 27 Sr No Chapter Title Part 1- Companies Authorised to Register Under This Act & 21 Chapter XXI Part 2- Winding up of Unregistered Companies 22 Chapter XXII Companies Incorporated Outside India 23 Chapter XXIII Government Companies 24 Chapter XXIV

  28. Slide 28: Differences between Companies Act 1956 & Companies Bill 2013

    28 DIFFERENCES BETWEEN COMPANIES ACT 1956 & COMPANIES BILL 2013

  29. Slide 29: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 29 Particulars Companies Act 1956 Companies Bill 2013 Dividends Transfer No Dividend can be declared for any F.Y. out A company to transfer voluntarily a portion of to Reserves of the profits of the Company for that F.Y., its profits to th

  30. Slide 30: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 30 Particulars Companies Act 1956 Companies Bill 2013 HOLDING-SUBSDIARY COMPANY Restriction No Restriction Class or classes of holding companies as may on Step be prescribed shall not have layers of down subsidiaries beyond such numbers as

  31. Slide 31: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 31 Particulars Companies Act 1956 Companies Bill 2013 Exemption from granting Inter-corporate loan, guarantee, security and investments Exemptions Any loan made, guarantee given or any Any loan, guarantee or security provided by- security

  32. Slide 32: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 32 Particulars Companies Act 1956 Companies Bill 2013 RELATED PARTY TRANSACTIONS Scope of A co. cannot enter into the contracts relating A co. cannot enter into contracts relating to- Section to- •Sale, purchase or supply of any goods or •

  33. Slide 33: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 33 Particulars Companies Act 1956 Companies Bill 2013 RELATED PARTY TRANSACTIONS Specified • Director of the Co. Related Party-Director or his relative persons with • Relative of such Director •KMP or his relative whom • A firm in which su

  34. Slide 34: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 34 Particulars Companies Act 1956 Companies Bill 2013 LOAN TO DIRECTORS Applicability Public Companies Public & Private Companies of Section Scope of No Public Co. shall directly or indirectly make No Public Co. shall directly or indirectl

  35. Slide 35: Differences between Companies Act 1956 & Companies Bill-2013

    Differences between Companies Act 1956 & Companies Bill-2013 35 Particulars Companies Act 1956 Companies Bill 2013 WINDING UP/ STRIKE OFF Grounds for Criteria for winding-up provided by NCLT- Certain criteria for winding-up by NCLT deleted like Winding up If the Co. has, by special resolution, resol

  36. Slide 36: How Would the Companies Bill 2013 Affect the Corporates

    36 HOW WOULD THE COMPANIES BILL 2013 AFFECT THE CORPORATES

  37. Slide 37: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 37 Related Party Transactions  Every Contract / Arrangement with a Related Party to be referred to in the Board's Report along with the Justification  Arrangement between a Company and its Directors in respect of Acquisition of Assets for Con

  38. Slide 38: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 38 Deposits  Company may accept deposits from its members subject to fulfillment of the following specified conditions 1.passing of resolution in a general meeting 2.issue of circular to members 3.filing a copy of the circular along with the r

  39. Slide 39: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 39 Investment Companies  Company can make investment through not more than two layers of Investment Companies  Restriction on the Number of Step Down Subsidiary Companies has been introduced to prevent the abuse of Diversion of Funds through

  40. Slide 40: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 40 Investor Protection Measures  Issue and Transfer of Securities and Non Payment of Dividend by Listed Companies shall be administered by SEBI  Fraudulent Inducement of Persons to Invest Money is punishable with Imprisonment for a Term which

  41. Slide 41: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 41 Serious Fraud Investigation Office  Statutory status to SFIO has been proposed. Investigation report of SFIO filed with the Court for framing of charges shall be treated as a report filed by a Police Officer.  SFIO shall have power to arre

  42. Slide 42: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 42 Financial Statements  'Financial Statement' has been defined to include 1.Balance Sheet 2.Profit and Loss Account or Income and Expenditure Account 3.Case Flow Statement 4.Statement of Changes in Equity 5.any explanatory note annexed to, or

  43. Slide 43: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 43  Other Important Points  New Definitions introduced in the Bill  Definition of Private Company changed  Deemed Public Company  Security Premium Account may be applied for Buy Back  Concept of One Person Company  Concept of Small Compa

  44. Slide 44: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 44  No Issue of Shares at a Discount except Sweat Equity Shares  Issue of Preference Shares for a period Exceeding Twenty Years subject to Conditions  Reduction of Share Capital subject to Confirmation by Tribunal  Maximum No of Directors:

  45. Slide 45: How Would the Companies Bill 2013 Affect the Corporates

    How Would the Companies Bill 2013 affect the Corporates 45  Promoter/Central Govt to Appoint Directors where all Directors Resign  Meeting at Short Notice subject to Presence of Min 1 Independent Director  Duties of Directors Defined in the Bill  Constitution of Nomination and Remuneration Commi

  46. Slide 46: Note on basis of the presentation

    46 Note: • This presentation has been prepared based on the Companies Bill passed by the Lok Sabha on 18th December 2012 and by the Rajya Sabha on 08th August 2013. • This Bill shall become applicable after getting a Presidential Accent and after framing The Rules forming part of the Regulation by t

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