The Companies Act is a legislation that governs the formation, functioning, and management of companies. Explore the key provisions, compliance requirements, and legal framework under the Companies Act.
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Under the 1956 Act, companies were generally not permitted to revise or restate financial information presented in their financial statements except in a case of Material misstatement due to Occurrence of fraud or error and are reported as a ‘prior period adjustment’ in the financial statements of the year / period in which such misstatements are discovered.
For example Section 197(12) there we have to give difference between remuneration of Directors and employees and as per decided cases Executive Directors are also employees of the Company. For finding out meaning of any word used in Act, the General rule is: First refer to the definition of the word given in that Act. If it is not defined there, refer to the definition given in General Clauses Act 1897. If it is not defined there also, then refer to the dictionary meaning.
A manager is defined under 2(53) of the Companies Act, 2013 (‘Act’), as an individual subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.
Matching concept is a very significant concept of accounting. According to this concept income and expense must be recognised in the period to which they relate. In India, Profit & Loss is computed in accordance with two different sets of provision one set is Profit & Loss as per Companies Act, 2013 (earlier it was Companies Act, 1956) and second one is Profit & Loss as per Income Tax Act, 1961 (for the purpose of computing taxable income).
The First Auditor shall be appointed in the company by Board of Director under section 139(6) or 139(7) of the Companies Act, 2013( in Short, ‘CA,2013)1. Now Section 139(6) of CA, 2013 stated for appointment of first auditor of company other than Government Company and Section 139(7)of CA,2013 states for appointment of First auditor for Government company.
The Ministry of Corporate Affair (MCA) has issued circular Dated: 10th April, 2015 vide Letter No. 1/E/2014/CA/I and same has been notified in official Gazette on 23rd April, 2015. Secretarial standard are applicable on Companies from 1st July, 2015.
About Annual Return- Under section-92 of the companies act, 2013 deals with the annual return of the company. Every company needs to file this with the ROC within 60 days from the date of AGM of the company. Preparation of Annual Return- Every company shall prepare Annual Return in Form No.MGT-7.
As per the provisions of The Companies Act 2013 & Secretarial Standards-I issued by ICSI a company should conduct at least 1 (One) meeting in a quarter i.e. 4 (four) meetings a year (Except One Person Company). Where the company holds only 1 meeting (just complying with the mandatory requirement) in a quarter, the items/proposal which may require urgent approval & implementation would have to wait till next board meeting & this may adversely affect profitability.
Need of Secretarial Standards: Due to following reason, need of Secretarial Standard becomes more inevitable: – Issues where the law is not clear; – Issues where the law is subject to multiple interpretations; – Issues where multiple/divergent practices exist though the law is clear – Secretarial Standards are to integrate, harmonise, standardize and streamline such practices followed by the Company.
For payments of remuneration an understanding of the relevant sections of the Companies Act 2013 is important to identify the relevant conditions to be fulfilled. The computation of net profits of a company in the manner laid out under Section 198 and the eligible limits as stipulated in Schedule V are most critical for determination of remuneration payable.
