COMPANIES ACT ,2013. TOPICS FOR DISCUSSION. MANAGEMENT & ADMINISTRATION [Sec 88-122]. MANAGEMENT & ADMINISTRATION. ANNUAL RETURN. As per Rules: Certification by PCS for Listed Company or a company with: Paid up capital Rs.10 Crore or more or Turnover of Rs.50Crore or more.
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As per Rules: Certification by PCS for Listed Company or a company with:
Paid up capital Rs.10 Crore or more
Turnover of Rs.50Crore or more
Matters relating to Certification of Compliance
Registered office, principal business activities
Meeting of board and committees
Members and debenture holders
shares held by or on behalf of the FII’s
Securities and shareholding pattern
Remuneration of directors and KMP
Promoters, directors, key managerial personnel
other matters as may be prescribed.
Penalty or punishment & details of compounding
Meetings of members
Non compliance may lead to penalty of 50K exceeding up to 5 lacs and office in default –Imprisonment of Six months or fine of Rs.50K -5 Lacs
Company/Officer in Default-Fine up to Rs. 10 ,000
Continuing Offence: Rs.1,000 /day
Non Compliance-Fine-1 Lac to 5 Lac & Officer in Default-Rs.25 K to 1 Lac
[Ram prasadSomani v. Bank of Rajasthan Ltd. (2001) 34 SCL 750 (Raj HC)
[J C Aigustine v. Remanika Silks (2001) 30 SCL 71 (CLB)
number of members
Company with Paid up Capital
1/10 th of Paid up Capital
Strength for requisition of Members
Company without Paid Up capital
1/10 th of Voting Power
Liability in case of non-disclosure or insufficient disclosure in Explanatory Statement
Explanatory Statement in case of special business to specify
Non-disclosure /insufficient disclosure
Nature of interest/ concern
Director and Manager
Director and Manager
Explanatory statement to specify shareholding % of Promoters/directors/manager/KMP whose shareholding is not less than 2% of paid up capital
Liable to compensate to Company to the extent of such profit/benefit
Fine up to Rs.50,000
5 times the amount of
benefit accruing to the promoter, director, manager or other key managerial personnel or any
of his relatives,
WHICHEVER IS MORE.
≤ 1000 members
5 members personally present
> 1000 members but
≤ 5000 members
15 members personally present
30 members personally present
> 5000 members
2 members personally present
PREFERENCE SHARES CANNOT BE COUNTED FOR QUORUM ??
They can only be counted for quorum in respect of resolution affecting their rights [Matter remains contradictory as Preference shareholder is also a member –the member entitled to attend and vote are not used in section 103(1) of the 2013 Act
Company/Officer in Default- including liquidator of the company, - one lakh rupees to five lakh rupees.
Company : five lakh rupees up to twenty-five lakh
THE FOLLOWING SHALL BE FILED WITH REGISTRAR IN 30 DAYS IN MGT-14
INDEPENDENT DIRECTOR CHANGES [ S.93]
NEED FOR INDEPENDENT DIRECTOR CHANGES [ S.93]
Public Companies HAVING:
14 days before.
[If original director comes to India for any reason & not attending Board Meeting ,the appointment of Alternate director terminates-Dept letter No. 6/16/(313) 68 PR dated 05.12.1963]
[D Ross Porter v. Pioneer Seed Co. Ltd.(1989) 66 Comp Cas 363 (Del)-Co cannot refuse
to appoint alternate director for malafide reason. Decision must be considered fairly and in the interest of the company & shareholders]
unless he is qualified to be appointed as an independent director under the Act.
public company cannot do so.
PENALTY U/s 167(2)
Imprisonment –1 year
Fine- 1 lac to 5 Lac
[Official Liquidator ,Supreme Bank Ltd. V. P A Tendolkar AIR 1973 SC 1104]
[Smt G Vijayalakshmi v. SEBI (2000) 25 SCL 183]
[KalpeshDagli v. State of Gujarat (2013) 117 SCL 498
with not more than gap of 120 days
and one independent director ,if any ,must be present.
Penalty- Rs.25,000- if fails to comply with proviso of this section
The following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means.-
(i) the approval of the annual financial statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings for consideration of accounts; and
(v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
Whole Time Director
Such Officer as may be prescribed
A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.
[NOTIFICATION dated 9th June, 2014 G.S.R. 390(E)]
Whole Time Director
If no KMPs
Directors appointed as OD
All directors if no one is appointed
Any person authorized by Board or
Any person who advices, directs or instruct s BOD
Every Director who is aware of
For issue or transfer of shares:
Share Transfer Agent
Registrar to issue
Penalty : Non compliaceshall lead to fine of 50,000 to 3 lacs and Rs.1000 for continuing offence
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