C OMPANIES ACT,2013 CA. Arun Saxena Saxena & Saxena Chartered Accountants 811, Ansal Bhawan 16, Kasturba Gandhi Marg, New Delhi – Mob.:

MEETINGS / INVESTORS PROTECTION / CSR

ANNUAL GENERAL MEETING (SECTION 96) 3 SAXENA & SAXENA AOne Person Company Not required to hold AGM BFirst AGMWithin 9 months from the closure of first F.Y. CNext AGMWithin 6 months from the close of the F.Y. AGM can only be held between 9a.m.- 6 p.m. AGM can be held on holidays but not on national holidays. DPenalties for non- compliance Upto Rs.1,00,000 Or Rs.5000/- per day.

Notice of General Meeting  May be given by electronic mode also.  To all the Directors.  Length of notice - 21 clear days (21 days in 1956 Act)  Shorter notice - with consent of 90% shareholders (100% in 1956 Act)  For Special business, the nature of concern or interest shall be specified for: a) Director or Manager b) KMPs c) Relative of (a) & (b) 4 SAXENA & SAXENA

General Meeting on Requisition Eligibility :-  Company having share capital – not less than 1/10 th of paid up capital having voting rights.  Company having capital not less than 1/10 th of total voting power. 5 SAXENA & SAXENA

QUORUM OF MEETING (Section 174)  In case of Public Company :  No. of members not more than 1000: 5  No. of members 1000 to 5000: 15  No. of members more than 5000: 30  In case of Private Company :  2 members personally present 6 SAXENA & SAXENA

PROXIES (Section 105)  Members of Section 8 companies shall not be entitle to appoint proxies unless such person is also a member (Rule 7.7).  One person cannot represent proxy for more than 50 members or more than 10% of voting powers 7 SAXENA & SAXENA

Voting through electronic means (Section 108)  Applicable to :  The listed company or  Company having 500 or more shareholders may provide 8 SAXENA & SAXENA

DEMAND FOR POLL (Section 103) Eligibility :-  Company having share capital : not less than 1/10 th of total voting power or aggregate value of shares not less than 5,00,000 (50,000 in 1956 act ).  Others : Not less than 1/10 th of voting power 9 SAXENA & SAXENA

POSTAL BALLOT (Section 110)  Now provisions for postal ballot are applicable for all companies whether listed or unlisted.  Not applicable for ordinary business in respect of which Directors or Auditors have right to be heard in the meeting 10 SAXENA & SAXENA

ANNUAL RETURN (Section92) In addition to the existing particulars following more particulars are required to be given in the annual return.  Principal business activities  Particulars of holding, subsidiaries and associate companies.  Details of other securities issued  Details of Promoters, KMPs and changes in these since last F.Y.  Details of meetings of members, Board & Committees alongwith attendance details  Remuneration of Directors & KMPs  Penalties or punishment imposed on company, directors or officers  Details of compounding of offences and appeal thereof (if any)  Details of shares held by Foreign Institution; name, address and percentage 11 SAXENA & SAXENA

 Listed company or company having paid up capital of Rs.5.00 crores or more and turnover of Rs crores or more  Annual Return is to be prepared as on the close of the F.Y.  Annual Return is to be signed in case of OPC or small company : by CS or by Director  In case of other company : by one Director with CS or CS in practice. 12 SAXENA & SAXENA

REPORT ON AGM (SECTION 121 RULE 7.26)  In addition to the minutes of the AGM, every listed company shall prepare a report which contain following information:  Day, date, name and venue.  Confirmation to appointment of Chairman  No. of members attending meeting  Confirmation of Quorum  Confirmation of compliances of Acts & Rules  Confirmation of Secretarial Standard Compliance  Business transacted and result thereof.  Particulars of any adjournment, postponement and change of name  Any other point relevant for inclusion in report  Report shall contain fair and correct summary of meeting  will be filed in 30 days.  Report shall be signed by Chairman or by 2 Directors (one should be MD) 13 SAXENA & SAXENA

Return of Change in Stake of Promoters (Section 93) Every listed company shall file a Return of change in number of shares held by promoters or top 10 shareholders within 15 days of such change. 14 SAXENA & SAXENA

Filing of the Resolution and Contracts (Section 117) Following additional resolutions are required to be filed with ROC  To make calls on shareholders in respect of money unpaid on their shares;  To authorise Buy-back of securities under section 68;  To issue securities, including debentures, whether in or outside India;  To borrow monies;  To invest the funds of the company  To grant loans or give guarantee or provide security in respect of loans  To approve financial statement and the Board’s Report;  To diversify the business of the Company;  To approve amalgamation, merger or reconstruction;  To take over a Company or acquire a controlling or substantial stake in another company. 15 SAXENA & SAXENA

Minutes (Section 118) Minutes are required for :  Every meeting of shareholders of any class  Creditors  Resolution passed by Postal Ballot  Company should follow secretarial standards  Distinct minute book shall be maintained for:-  General Meeting  Creditors meeting  Committees meeting 16 SAXENA & SAXENA

 Resolution by postal ballot will also be recorded in Minute Book.  Minute book shall be preserved permanently.  Shall be kept in custody of CS or authorised Director.  Penalty for tampering of minutes, imprisonment of 2 years and fine from Rs.25,000/- to Rs.1,00,000/- 17 SAXENA & SAXENA

Maintenance and Inspection of documents in electronic form (Section 120)  Applicable for listed company or  Company having not less than 1000 shareholders / debentures or other security holders  The documents in electronic form must contain Same format All information is required under act should be readable, retrievable and reproducable in printing form  Capable to sign digitally.  should not be editable after signature  Should be in custody of CS, MD or any other authorised Director 18 SAXENA & SAXENA

STATUTORY REGISTERS  Now statutory register are required for all kind of securities.  Should be maintained separately for members residing in India and outside India.  Record should be maintained at registered office, or  At any other place where more than 1/10 th of total members reside (with special resolution) 19 SAXENA & SAXENA

Declaration of Beneficial Interest in shares (Section 89)  Members shall declare beneficial interest within 30 days.  Change in beneficial interest within 30 days.  The company shall file such particulars with ROC in 30 days. 20 SAXENA & SAXENA

INVESTORS’ PROTECTION Prospectus:- a) No variation in terms of contracts referred in prospectus/ objects without the approval of shareholders by Special Resolution. (Section 27) b) No use of fund of public issue for the purchase or buying trading or otherwise dealing in equity shares of any other listed company. (Section 27) c) Company making any offer or invitation of securities under private placement has to allot the securities within 60 days of receipt of application money. 21 SAXENA & SAXENA

INVESTORS’ PROTECTION PENALTY FOR MIS-LEADING INFORMATION IN PROSPECTUS (Section 34) Where the prospectus issued, circulated or distributed includes any statement which is untrue or mis-leading and Where any inclusion or omission of any matter is likely to mislead, every person, who authorises the issue of such prospectus, shall be liable under Section SAXENA & SAXENA

INVESTORS’ PROTECTION CIVIL LIABILITY FOR MIS-STATEMENTS IN PROSPECTUS (PERSONAL LIABILITIES IN CASE OF MIS-LEADING INFORMATION) (Section 35) Where the person has subscribed for security of a company acting on any statement included in any manner in the prospectus which is mis-leading and such person has sustained any loss or damage. Company and or any person who is director, authorize himself to be named in the prospectus as the Director, as the Promoter, as an expert, to be liable for compensation to every such person who sustain such loss. However, no person shall be liable if he satisfied that he has withdrawn his consent before the issue of prospects and prospects is issued without his consent. 23 SAXENA & SAXENA

INVESTORS’ PROTECTION ACTION TO BE TAKEN BY AFFECTED PERSONS (CLASS ACTION IN CASE OF MIS-LEADING PROSPECTUS) (Section 37) Suit can be filed or any other action may be taken by affected person by misleading prospectus for any untrue and misleading statement, inclusion and non-inclusion of which is likely to mislead any person. 24 SAXENA & SAXENA

CLASS ACTION SUIT (Section 245) Such number of member(s), depositor(s) or any class of them, if they are of the opinion that the management or conduct of company are being conducted in the manner pre-judicial in the interest of the company they can file the application before tribunal for following orders:- 1. To restrain company from any act which ultra wires the articles and memorandum of Assocition. SAXENA & SAXENA 25

CLASS ACTION SUIT (Section 245) 2. To restrain company for committing breach of any provision of Memorandum and Articles of Association. 3. To declare resolution for alteration of Memorandum and Articles of Association as void if the resolution is passed by supression of fact or obtained by mis- statement to the members or depositor. 4. To restrain company from taking action contrary to any resolution passed by members. 5. To claim damages or compensation against company or its directors or auditor or from any expert or advisor. SAXENA & SAXENA 26

ELIGIBILITY FOR CLASS ACTION SUIT (Section 245) A) Company having Share Capital i) Not less than 100 members OR ii) Not less than % of total number as may be prescribed B) Company not having Share Capital i) Not less than 1/5 of total number of members C) In case of Depositors i) Not less than 100 depositors ii) Not less than % of total number as may be prescribed 27 SAXENA & SAXENA

SPECIAL COURTS (Section 435) The Central Government may for the purpose of drafting speedy trial of offences under this Act by intervention establish or designate as many as special courts as may be necessary. The Special Court shall consist of single judge appointed by Central Government with concurrence of Chief Justice of High Court within the jurisdiction the judge be appointed as working. Before the appointment the person appointed as judge should be holding office of session judge or additional session judge. SAXENA & SAXENA 28

CORPORATE SOCIAL RESPONSIBILITIES (Section 135) Every company during any financial year having : a) Net worth of Rs crores or more or b) Turnover of Rs crore or more or c) Net profit of Rs.5.00 crores or more d) Such company shall constitute CSR Committee consisting of three or more directors out of which one shall be independent Director. 29 SAXENA & SAXENA

CORPORATE SOCIAL RESPONSIBILITIES (Section 135) f) The Board shall disclose the CSR Policy in its Report and on the website of company and ensure that CDR activities are undertaken by Company. g) Company shall spend at least 2% of its average net profit during three immediate financial years for the social responsibilities. h) Preference shall be given to local areas where it operate. i) In case company does not spent required fund reasons be disclosed in Director’s Report. 30 SAXENA & SAXENA

THANK YOU 31 SAXENA & SAXENA