1. Companies Act, 2013 By Dr P V S Jagan Mohan Rao M Com, LL B, FCS, FCMA, Ph D, MCJ, MA (Sanskrit) and M A (Astrology) Past President – The Institute of Company Secretaries of India – New Delhi Council Member – The Institute of Cost Accountants of India – Kolkata & Chairman – SAFA (South Asian Federation of Accountants) - PAIB Committee

2. Companies Act, 2013 Lok sabha – 18 12 12 Rajya Sabha – 8 8 13

3. Companies Act, 2013 29 Chapters 470 Sections 7 Schedules Substantial part of the Bill will be in the form of rules – will be prescribed The Government of India has power to notify different provisions of the Act at different parts of time The bill has 33 new definitions

4. Companies Act, 2013 Chapters Chapter I Preliminary Short Title, Commencement and Application Definitions Chapter II Incorporation of Companies and Matters Incidental Thereto Chapter III Prospectus and Allotment of Securities Part I – Public Offer Part II – Private Placement

5. Chapter IV Share Capital and Debentures Chapter V Acceptance of Deposits by Companies Chapter VI Registration of Charges Chapter VII Management and Administration

6. Chapter VIII Declaration and payment of Dividend Chapter IX Accounts of Companies Chapter X Audit and Auditors Chapter XI Appointment and Qualifications of Directors

7. Chapter XII Meetings of Board and its Powers Chapter XIII Appointment and Remuneration of Managerial Personnel Chapter XIV Inspection, Inquiry and Investigation Chapter XV Compromise, Arrangements and Amalgamations Chapter XVI Prevention of Office and Mismanagement

8. Chapter XVII Registered Valuers Chapter XVII Removal of Names of Companies from the Register of Companies Chapter XIX Revival and Rehabilitation of Sick Companies

9. Chapter XX Winding Up Winding Up by the Tribunal Voluntary Winding Up Provisions applicable to every mode of Winding Up Official Liquidators Chapter XXI Companies Authorised to register under this Act

10. Chapter XXII Companies Incorporated outside India Chapter XXIII Annual Report of Government Companies Chapter XXIV Registration Offices and Fees

11. Chapter XXV Companies to Furnish Information and Statistics Chapter XXVI Nidhis

12. Chapter XXVII National Company Law Tribunal and Appellate Tribunal Chapter XXVIII Special Courts Chapter XXIX Miscellaneous

13. Schedules Schedule I Memorandum and Articles of Association Schedule II Useful Lives to Compute Depreciation Schedule III General Instructions for preparation of Balance Sheet and Statement of Profit and Loss of Company Schedule IV Code for Independent Directors

14. Schedules Schedule V Conditions to be fulfilled for the appointment of a Managing or Whole-Time Director or Manager without approval of Central Government Schedule VI Infrastructure Projects Schedule VII Activities -- CSR

15. Chapter IX – Accounts of Companies Section -128 -- Books of Accounts Section – 129 Financial Statements Sectio ‐ 130 Re – Opening of accounts on Court’s or Tribunal’s Orders Section ‐ 131 Voluntary Revision of Financial Statements or Board’s Report

16. Section - 132 Constitution of NFRA Section – 133 Central Government to prescribe Accounting Standards Section - 134 Financial Statements, Board Report, etc Section ‐ 135 Corporate Social Responsibility Section – 136 Right of member to copies of audited financial statements

17. Section – 137 Copy of financial statement to be filed with the registrar Section ‐ 138 Internal Audit Schedule II Useful lives to Compute Depreciation Schedule III General Instructions for Preparation of Balance Sheet and Profit and Loss Account

18. Section -128 -- Books of Accounts etc to be kept by the company

19. Section – 129 Financial Statements

20. Section ‐ 130 Re – Opening of accounts on Court’s or Tribunal’s Orders

21. Section ‐ 131 – voluntary revision of financial statements or board report

22. Section - 132 Constitution of NFRA

23. Section – 133 Central Government to prescribe Accounting Standards

24. Section - 134 Financial Statements, Board Report, etc

25. Section ‐ 135 Corporate Social Responsibility Net worth – 500 crore Turnover – 1000 crore Net Profit – 5 crore Corporate social responsibility committee – 3 directors and atleast one independent directors CSR policy Schedule VII 2% - average net profits – 3 years

26. Section – 136 Right of member to copies of audited financial statements

27. Section – 137 Copy of financial statement to be filed with the registrar

28. Section ‐ 138 Internal Audit Every listed company Every unlisted public company Paid up capital – Rs. 50 crores or more Turn over of 200 crores Outstanding loans or borrowings from banks …. Exceeding one hundred crores Outstanding deposits of 25 crores or more Every private company havinng Turnover of 200 crores or more Outstanding loans or borrowings exceeding 100 crores

29. Company Secretary Secretarial Audit Secretarial Standards

30. Schedule II Useful lives to Compute Depreciation

31. Schedule III General Instructions for Preparation of Balance Sheet and Profit and Loss Account

32. Thank You