“ MANAGEMENT, ADMINISTRATION & CORPORATE GOVERNANCE ” UNDER THE COMPANIES ACT, 2013

1. “MANAGEMENT, ADMINISTRATION & CORPORATE GOVERNANCE ” UNDER THE COMPANIES ACT, 2013 AT ICAI-NIRC NEW DELHI

2. INDEX

3. COMPANIES ACT, 2013

4. A PARADIGM SHIFT FOR THE CORPORATE

5. COMPANIES ACT, 2013 (418 places it has prescribed word) Substantial Part of the Act in form of Rules

6. COMPANIES ACT, 2013

7. PROMINENTINFLUENCERS TO THE NEW COMPANY LAW

8. RE-ENACTING THE NEW COMPANIES LAW Effective protection for different sections of Society Bringing Flexibility & Adoption of Internationally Accepted Practices Self Regulation with more disclosures Healthy Growth of India Inc. Stringent Punishment for violation Efficient enforcement of law

9. VARIOUS ENTITIES UNDER THE ACT

10. CATEGORIZATION OF RULES

11. CATEGORIZATION OF RULES

12. CATEGORIZATION OF RULES

13. CATEGORIZATION OF RULES

14. New Concepts

15. NOVELTIES • Introduction of One Person Company • Stipulation of Woman Director • Provision of Class Action suits • Introduction of Registered Valuer • Fast Track Merger for Holding & Subsidiary Companies • Cross Border Merger • Concept of Dormant Company • Further Use of electronic mode: Maintenance of Documents, Records, Registers, Books of Accounts, etc. in e-Form • Meeting through Video Conferencing • Summary Procedure for Winding up of Company • Conciliation panel & special courts • Corporate Social Responsibility

16. WHAT’S IN & OUT

17. MANAGEMENT & ADMINISTRATION

18. DEFINITIONS “Board of Directors” Or “Board” Director Director appointed by board of company Section 2(34) Collective body of director s of the company Section 2(10)

19. ROLES OF DIRECTOR

20. MANAGING DIRECTOR Managing Director Director By Shareholdings Articles Agreements + Entrusted with substantial powers of management + Occupying position of managing director by whatever name called

21. MANAGER Manager Individual Subject to Direction of the BoD Superintendence Control Having Management of whole of affairs of the Company and Includes director occupying position of manager by whatever name called

22. KEY MANAGERIAL PERSONNEL Key Managerial Personnel CEO OR Managing Director + + CFO Company Secretary Whole time Director OR Such other officer as may be prescribed

23. OFFICER IN DEFAULT & Whole time Director KMPs If no KMPs All Directors if no one appointed Directors appointed as OD Or Any Person Authorized by Board or KMPs Any Person who advices, directs or instructs BoD Every Director who is aware of Contravention For Issue or transfer of Shares Share Transfer Agent Registrar to Issue Merchant Banker

24. STRENGTHENING BOARD FRAMEWORK

25. BOARD FRAMEWORK

26. BOARD FRAMEWORK

27. ADDITIONAL/ALTERNATE/NOMINEE DIRECTOR … NOTIFIED - (SECTION 161)

28. WOMAN DIRECTOR & SMALL SHAREHOLDER DIRECTOR

29. RESIDENT DIRECTOR (Section 149 (2) At least 1 director to be a person who has stayed in India for atleast 182 days in the previous calendar year DIRECTORS – OTHER REQUIREMENTS

30. NUMBER OF DIRECTORS

31. NUMBER OF DIRECTORS – (SECTION 149)

32. NUMBER OF DIRECTORSHIPS

33. NUMBER OF DIRECTORSHIPS (SECTION 165)

34. APPOINTMENT & REMOVAL OF DIRECTORS

35. APPOINTMENT OF DIRECTOR (SECTION 152)

36. APPOINTMENT OF DIRECTOR (SECTION 152)

37. DISQUALIFICATION & REMOVAL

38. DISQUALIFICATION & REMOVAL

39. DISQUALIFICATION & REMOVAL

40. INDEPENDENT DIRECTOR

41. INDEPENDENT DIRECTOR – SECTION 149

42. INDEPENDENT DIRECTOR As per the draft rules :

43. Name of Independent Directors who are holding directorship as independent director in beyond 10 Listed Co's

44. APPOINTMENT OF DIRECTOR (SECTION 152) …. NOTIFIED

45. APPOINTMENT OF DIRECTOR (SECTION 152) …. NOTIFIED

46. SITTING FEE OF DIRECTORS – SECTION 197

47. DECISION MAKING BY DIRECTORS • DECISION MAKING BY DIRECTORS • Board meeting • Resolution by circulation • Committee meetings

48. BOARD MEETING – SECTION 173

49. BOARD MEETINGS: VIDEO CONFERENCING

50. BOARD MEETING – SECTION 173