The concept of
One Person Company
has been introduced and the said company will be formedas a private limited company.
Apart from Main Object clause in M/A, the Company cannot provide for
other and ancillaryobject clause.11.
As per clause 118 (10) of the Bill every company needs to follow
specifiedby ICSI in respect to General Meetings and Board Meetings. Company Secretary is responsiblefor adherence to secretarial standards applicable to company.
As per clause 204 of the Bill, every listed company and such other companies prescribed byCentral Govt., shall annex
Secretarial Audit Report
certified by Company secretary in practicewith its Board Report. Board shall also explain in the Directors Report, the Qualifications andremarks made by Company secretary in practice in Secretarial Audit Report.
commencement of business
by public/private Company, following needs to be filed with theregistrar of companiesa.
declaration by director in prescribed form providing that the subscribers have paid thevalue of shares agreed to be taken by them, andb.
Confirmation that the company has filed a verification of its registered office, with theRegistrar.
The Bill governs the issue of
all types of securities
now, under the Companies Act 1956, onlyshares and debentures were covered.
The companies who can file
will be prescribed by SEBI. Under the CompaniesAct 1956, only Public Financial Institution, Public Sector Banks and Scheduled Bank can issueShelf Prospectus
In addition to shares,
return of allotment
is required to be filed for all types of securities.
As per clause 52(2) Securities Premium can be also applied for purchase of own securities bycompany or other securities.
Any company making any offer or invitation of securities under private placement has to allotthe securities within
days of receipt of application money.
The conditions under which the
can vote on every resolution placedbefore meeting of shareholders has been changed. Now preference shareholders can onlyexercise such voting rights when dividends payable in respect of a class of preference shares arein arrears for a period of 2 years or more.
cannot issue shares at discount
other than as sweat equity. (clause 53)
cannot issue Preference Shares which are redeemable after 20 years
subject to anexception that a company may issue preference shares redeemable after 20 years for suchinfrastructure projects as may be specified subject to redemption of specified % of preferenceshares on annual basis. (clause 55)
Every company shall deliver
within 6 months of allotment (clause 56)
The scope of sections related to
transfer and transmission
of securities has been widened andthis section now deals with all types of securities.