COMPLIANCES APPLICABLE GENERALLY TO EVERY COMPANY:
| Changes in official stationery | Certain changes were required to be made in official stationery to comply with Companies Act, 2013 |
| Alteration of Charter Documents | Amendment of existing Memorandum (MOA) and Articles of Association (AOA) to incorporate the relevant provisions of the Companies Act, 2013 |
| Updation of Statutory Registers | Maintenance of critical registers, such as-
· Register of Members in MGT-1 · Register of Directors in new format |
| Drafting of certain key policies | Certain key policies have to be drafted, wherever required:
· Remuneration Policy · Whistle Blower Policy (part of vigil mechanism) · Corporate Social Responsibility Policy · Policy on recurring Related Party transactions |
| Director’s Disqualification and Disclosures | · Obtain Director’s Disqualification and Disclosures in DIR-8 and MBP-1 respectively
· Noting of the same in Board Meeting · Filing of the above resolution in MGT-14 |
| Mentioning of DIN on documents | Compulsorily indication of Director Identification Number (DIN) and address of every document that needs to be signed in capacity of a Director |
| Filing of certain resolutions with Ministry of Corporate Affairs | Some of the important resolutions required to be filed with Ministry are as follows:
· All Special Resolutions passed after 01/04/2014 · Resolution for approval of Financial Statements and Director’s Report · Resolution for appointment of Internal/ Secretarial Auditor · Resolution for investment or borrow money · Resolution for appointment or removal of KMP or one level below KMP |
| Appointment of Internal Auditor | Certain class of companies shall have to appoint an Internal Auditor by 30th September, 2014
Intimation to Ministry has to be made within 30 days of such appointment in MGT-14 |
FEW CRITICAL COMPLIANCES SPECIFIC TO PRIVATE COMPANY:
| Refund of money taken from relatives of Directors and Members | Company is obliged to refund the money accepted from relatives of Directors and Members latest by 31.03.2015 |
| Intimation of Deposit accepted | Company is required to file DPT-4 with Ministry of Corporate Affairs disclosing the amount outstanding as deposits as on 31st March, 2014 |
| Further Capital introduction | Company can introduce further capital by following means:
· Private Placement · Right Issue · Preferential Issue · Employee Stock Option Scheme |
FEW CRITICAL COMPLIANCES SPECIFIC TO PUBLIC COMPANY:
| Obtaining Declaration from Independent Directors | The Company shall be required to obtain a certificate of independence from each Independent Director |
| Issue of appointment letter to Independent Directors | The Company shall issue a formal letter to each Independent Director in the Annual General Meeting held after 01.04.2014 |
| Reconstitution of Board and its committees | The Company shall reconstitute the Board and Committees to achieve optimum combination of Board and its committees as per Listing Agreement |
| Maintenance of Secretarial Records in electronic mode | The company satisfying the thresholds as specified, may digitize its documents, records, registers and minutes in electronic form by 30/09/2014
Earlier, it was mandatory for certain companies but MCA vide notification dated 24th July, 2014 has clarified that maintenance of secretarial records in electronic form is optional |
Hope the above information provides a quick recap on what companies were required to comply with critical provisions related to Companies Act, 2013. Our team has been instrumental in implementing such changes in many organizations.
You may get back to us for any more details on above provisions or any other matter related to Companies Act, 2013 at below mentioned contact details-
Malavika Bhatia | <malavika.bhatia@bluelotusstrategy.com>
Monika Bhardwaj | <monika.bhardwaj@bluelotusstrategy.com>
