Companies Bill,2011- What’s new

One Individual Company

This Year’s Bill allows the development of the new entity -One Individual Company’ (OPC).

Underneath the 1956 Act, it’s not easy to form and have a business with just one person since it’s member.

OPC means a business with just one person since it’s member [Clause 2(62)]

One individual clients are categorized like a private company. -Private company- may be the genus. -OPC- is really a -species’ of non-public company [See clause 3(1)(c)]

OPC must fulfill the needs relevant to personal companies except the limit on quantity of people of 200 [See clause 2(68)]

OPC should have the absolute minimum compensated-up capital of Rs.1,00,000 or such greater compensated-up capital as might be recommended.

For developing a personal company being one individual company, one individual should subscribe his title towards the memorandum [see Clause 3(1)(c)]

There’s no provision of conversion of the existing sole proprietorship into an OPC. Chapter XXI (akin to Part IX of 1956 Act) only enables associations or organizations getting 7 or even more partners or people to join up themselves as companies.

Entrenchment provisions in articles of association

The articles could have provisions for entrenchment.

Provisions for entrenchment provide that specified provisions of articles will be alterable only when conditions or methods more limited than passing a unique resolution are complied with.

The entrenchment provisions shall simply be made either :

a) on formation of the company, or

b) by an amendment within the articles decided to by all of the people of the organization within the situation of the private company by a unique resolution within the situation of the public company.

The organization shall give notice towards the Registrar of entrenchment provisions within the recommended forms. [see Clause 5(3) to five(5)]

Corporate Social Responsibility (CSR) stays mandatory for specified companies

CSR stays towards the tune of twoPercent of average internet profits inside a financial year compulsory for each company getting:

a) a internet price of 500 crores or even more

b) a turnover of just one,000 crores or even more or

c) a internet profit of 5 crores or even more throughout any financial year.

The organization shall give preference to local places that it works, for investing amount reserved for Corporate Social Responsibility (CSR) activities [Clause 135]

Secretarial audit by Company Secretary mandatory for listed companies along with other specified classes of companies

Every listed company and company owned by other type of companies as might be recommended shall annex using its Board’s Report [See clause 134(3)], a Secretarial Audit Report provided by a business secretary used such form as might be recommended. [see Clause 204(1)]

It will be the job of the organization to provide all assistance and facilities to the organization Secretary used for auditing the secretarial and related records of the organization. [see Clause 204(2)]

The Board of Company directors shall explain entirely within their report any qualification or observation or any other remarks produced by the organization secretary used in the report. [see Clause 204(3)]

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