COMPANY LAW

P20BA111

Submitted to Prepared by
Mr.B.BASKAR –ASP/MBA THAMIZHMANI M
DEPARTMENT OF MANAGEMENT MBA-1ST YEAR
STUDIES, DHANALAKSHMI SRINIVASAN
DHANALAKSHMI SRINIVASAN ENGINEERING COLLEGE
ENGINEERING COLLEGE (AUTONOMOUS),
(AUTONOMOUS), PERAMBALUR-621212
PERAMBALUR-621212
COMPANY LAW 2013
 WHAT IS COMPANY
• The word ‘company’ was derived from the
Latin words Com=with or together :
Panis=bread
• A company can be defined as an "artificial
person", invisible, intangible, created under
law, with a discrete legal entity, perpetual
succession and a common seal.
 THE MOST STRIKING CHARACTERISTICS
OF COMPANIES ARE
 Corporate Personality
 Common Seal
 Limited Liability
 Perpetual Succession
 Separate Property
 Transferability of Shares
 Capacity to Sue and Be Sued
 HISTORY OF COMPANIES ACT IN
INDIA
• The Indian company law begun with the
companies act 1850, modeled on British
companies act 1844
• The Indian Companies act of 1913 was based
on the British Companies act of 1908
• The Indian Companies act, 1956; April 1, 1956
• The Indian Companies act, 2013
HIGHLIGHTS OF THE COMPANIES ACT
2013
• Passed in Loksabha: December 18, 2012
• Passed in RajyaSabha: August 08, 2013
• Total number of sections: 470
• Total number of chapters: 29
• Total number of schedules: 7
• Effective from September 12, 2013
• J.J IraniCommittee
1956 VS 2013
 OBJECTIVES OF COMPANY ACT 2013
 To promote the development of the economy.
 To encourage transparency and accountability.
 To promote high standards of corporate governance.
 To recognize new concepts and procedures to support
business while protecting interests of all the
stakeholders.
 To set up institutional structure in the form of various
authorities, bodies and panels (NCLT and NCLAT).
 To enforce stricter action against fraud and gross non
-compliance with company law provisions.
THE NEW CONCEPT INTRODUCED
• ONE PERSON COMPANY
One Person Company is a hybrid of Sole-
Proprietor and Company form of business,
and has been provided with
concessional/relaxed requirements under the
Act.
ONE PERSON COMPANY
 ASSOCIATE COMPANY
• Associate company in relation to another
company, means a company in which that
other company has a significant influence, but
which is not a subsidiary and joint venture
company
• Significant influence means control of at least
twenty per cent of the total share capital, of
business decisions under an agreement
DORMANT COMPANY (SECTION-455)
• Where a company is formed and registered
under the new law for the future project of to
hold an asset of intellectual property.
• Inactive company is one which has not been
carrying on any business operation, or has not
made any significant accounting transaction,
or has not file financial statements and annual
returns during for the last two financial years
 WOMEN DIRECTORS
• Every listed company shall appoint at least
one woman director.
• Every other public company having paid up
share capital of Rs. 100 crores or more or
turnover of Rs. 300 crore or more as on the
last date of latest audited financial
statements, shall also appoint at least one
woman director.
 ROTATION OF AUDITORS
• Mandatory rotation of auditors for the listed
and other specifies class of companies
• Individual auditor to be rotate after a term of
five consecutive years
• Audit firm to be rotate after two terms of five
consecutive years
 SECRETARIAL AUDIT
• Secretarial Audit is a process to check
compliances made by the Company under
Corporate Law & other laws, rules,
regulations, procedures etc. It is a mechanism
to monitor compliance with the requirements
of stated laws and processes
 FAST TRACK MERGER
• The Act simplified procedure for merger and
amalgamation of certain class of companies
such as holding and subsidiary and small
companies