ACTION POINTS ON COMPANIES ACT 2013 BY CA PUNARVAS JAYAKUMAR

• Auditor’s Appointment, Removal, Resignation Action Points
• Depreciation – Action Points
• Auditor’s Reporting Action Points
• CA – Compliance and Advisory Action Points All companies (Imp to Pvt Companies)
• CA – Compliance and Advisory Action Points Listed Companies

Appointment of Subsequent Auditor

Though the auditor will be appointed for five years, the matter relating to such appointment will be placed for ratification at each AGM.

If no auditor is appointed/re-appointed at the AGM, the existing auditor will continue to be the auditor of the company. [224(3) has therefore been removed. No Power to the CG now]

Rule 10.3 says For the purposes of this rule, it is hereby clarified that, if the appointment is not ratified by the members of the company,  the Board of Directors shall appoint  another individual or firm as its auditor or auditors

ROTATION RULE – Transitional Period of 3 Years OR Remaining period of Block of 5 yrs/ 10 yrs as the case maybe Whichever is LONGER

Number of consecutive years for which an individual auditor has been functioning as auditor in the same company [in the first AGM held after the commencement of provisions of section 139(2)]

Maximum number of consecutive years for which he may be appointed in the same company (including transitional period)

Aggregate period which the auditor would complete in the same company in view of column I and II

I II III

5 years (or more than 5 years) 3 years 8 years or more

4 years 3 years 7 years

3 years 3 years 6 years

2 years 3 years 5 years

1 year 4 years 5 years

The auditor appointed under rule 3 shall submit a certificate that –

(a) the individual or the firm, as the case may be, is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder; 

(b) the proposed appointment is as per the term provided under the Act;

(c) the proposed appointment is within the limits laid down by or under the authority of the Act;

(d) the list of proceedings against the auditor or audit firm or any partner of the audit firm pending with respect to professional matters of conduct, as disclosed in the certificate, is true and correct

Prohibited Services 

Under the Companies Act 2013, an auditor will be allowed to provide only such other services to the company as are approved by its board or audit committee, However, the auditor is not aIlowed to render the following services either directly or indirectly to the company, its holding or subsidiary company:

• Accounting and book keeping services 
• Internal audit 
• Design and implementation of any financial information system
• Actuarial services
• Investment advisory services
• Investment banking services
• Rendering of outsourced financial services
• Management services 
• Any other kind of services as may be prescribed

2. In case of an audit firm, the above restrictions also apply to rendering of service by:

• Audit firm itself 
• All of its partners Its parent, 
• subsidiary or associate entity Any other entity in which the firm or any of its partner has significant influence/ control, or
• whose name/trade mark/brand is used by the firm or any of its partners 

FOR FURTHER ACTION POINTS DOWNLOAD THE PDF & WATCH VIDEO CLASS OF THE PUNARVAS JAYAKUMAR (PJ)

http://www.mediafire.com/view/r0izfgi0q73ekfl/Action_Points_CPE.pdf

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CORPORATE SOCIAL RESPONSIBILITY

MEANING

Corporate social responsibility is basically a concept whereby companies decide voluntarily to contribute to a better society and a cleaner environment.
       Thus CSR is no charity or mere donation.


DEFINITION

CSR is defined in Section 135 of Companies Act 2013
 
CSR means and includes but is not limited to:

1.Projects of programs relating to activities specified in schedule VII to the Act; or

2.Projects or programs relating to activities undertaken by the board of directors of a Company in pursuance of recommendations of the CSR committee of the Board as per declared CSR policy of the Company subject to the condition that such policy will cover subjects enumerated in schedule VII of the Act.

APPLICABILITY

All companies that have either of the following:

1.  Net worth of 500 crores or more
2.  turnover of 1000 crores or more
3.  Net Profit of 5 crores or more 

The central Government has announced the CSR Rules, 2013 which will be applicable from 1st April 2014.


Please find the ppt on CSR in the link below   

http://www.mediafire.com/view/1k5d9b2dlktskaf/CSR.pptx

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Change of Registered Office from one State to Another State

Procedure

1.Call for Board Meeting
2.Decide the Date, Time, Place of General Meeting
3.Authorise the CS or Director to move an Application before CG
4.Approve the Notice of General Meeting
5.Issue of Notice to all Members
6.Pass Special Resolution in the General Meeting and prepare minutes
7.Send a copy of Form no 2.28 with all annexure to ROC and Chief Secretary of the State or Union Territory and obtain acknowledgement
8.File Form no 2.28 with all necessary annexure to CG and pay requisite fees
9.Obtain date of hearing from CG
10.At least 14 days before date of hearing;
  a. Publish the application in the specified form in at least one Regional        and English language Newspaper circulated in that area 
b. Send notice of application to all Creditors and Debenture holders
c. Send notice with the copy of application to the Registrar and SEBI
   in case of listed co and to Regulated body in case co is regulated 
   under any special act
11.If co receives any objection from any person whose interest is likely to be affected , then same to be served to CG on or before date of hearing
12.CG, on satisfaction, will confirm the change
13.Obtain certified copies of the order cofirming the change passed by CG
14.File certified copy in Form no 2.29 and other documents with the Registrar of each state within 30 days of receipt of certified copy of order
15.If the documents are in order, Registrars of both states will approve the form 
16.Change will be updated in register of Registrar and New Certificate of Incorporation is issued
17.Changes are required to be made in the letter heads, books, records etc. of the company and to arrange a new company seal

Documents to be filed with Form no 2.28
i).Copy of MoA and AoA
ii).Copy of the notice of general meeting
iii).Copy of the Special Resolution
iv).Copy of the minutes of the general meeting
v).Affidavit verifying the Application
vi).List of Creditors and Debenture holders not older than one month before the date of application( names, addresses, nature & amt of debt)
vii).Affidavit verifying the list, signed by CS of the co and not less than 2 directors of the co ( one MD)
viii).Affidavit from the directors of the co that no employee shall be retrenched by the change
Copy of acknowledgment which states that form is sent to ROC and Chief Secretary
Bank draft evidencing the payment of fee
Copy of Board Resolution


Documents to be filed with Form no 2.29
i).Confirmation given by CG for the change
ii).Registered document of the title of the premises of the registered office in the name of company or
iii).Copy of lease or rent agreement in the name of company along with rent paid receipt not older than one month
iv).Authorisation from the owner to use the premises by the company
v).Copy of any utility service like telephone, gas, electricity etc depicting the address of the premises in the name of owner which is not older than 2 months
vi).List of all other companies with their CIN having the same as their registered office address

please find the ppt of this article at the link below
http://www.mediafire.com/view/603vta9mq4wi61l/Change_of_registered_office-.pptx

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