Implementation of 98 sections of the Companies Act, 2013

UPDATED : MCA has issued a Fresh Notification as on 26th March,2014. New sections or part thereof, of Companies Act  2013 mentioned there-under will become applicable from April 1’st, 2014 and corresponding provisions of Companies Act, 1956 cease to have effect from that date. Click here to know the details. 

According to the notification issued by MCA dated 12th September, 2013, 98 sections or part thereof of Companies Act, 2013 mentioned there-under became applicable w.e.f 12th September, 2013 and corresponding provisions of Companies Act, 1956 cease to have effect from that date.

Refer: Notification dated 12th September, 2013 issued by Ministry of Corporate Affairs.

In the below table, I have summarized the mapping of the newly notified 98 sections with the old provisions of the Companies Act 1956. Also refer Clarification issued by MCA at the end.

Sr. No. Companies Act, 2013 New Provisions Companies Act, 1956 Old Provisions
1. Section 2*Refer Table 1 at the bottom for the detailed clauses Definitions Section 2 Definitions
2. Section 19 Subsidiary company not to hold shares in its holding company Section 42 Membership of holding company
3. Section 21 Authentication of documents, proceedings & contracts Section 54 Authentication of documents & proceedings
4. Section 22 Execution of bill of exchange Section 47 Bills of exchange & promissory notes
5 Section 23 except Clause (b)of sub section (1) and sub section (2) Public offer & private placements There was no provision There was no provision
6. Section 24 Power of SEBI to regulate issue & transfer of securities Section 55A Powers of SEBI
7. Section 25 except sub section (3) Documents containing offer of securities for sale to be deemed prospectus Section 64 Documents containing offer of shares or debentures for sale of deemed prospectus
8. Section 29 Public offer of securities to be Dematerialized form Section 68 B Initial offer of securities to be in Dematerialized form in certain cases
9 Section 30 Advertisement of prospectus Section 66 Newspaper advertisements of prospectus
10 Section 31  Shelf prospectus Section 60A  Shelf prospectus
11 Section 32 Red herring prospectus Section 60B Information memorandum
12 Section 33 except sub section (3) Issue of application forms for securities Section 56 (3) Matters to be stated and reports to be set out in prospectus
13. Section 34 Criminal liability for misstatement in prospectus Section 63 Criminal liability for misstatement in prospectus
14. Section 35 except 35 (1) e) Civil liability for misstatement in prospectus Section 62 Civil liability for misstatement in prospectus
15. Section 36 Punishment for fraudulently inducing persons to invest money Section 68 Penalty for  fraudulently inducing persons to invest money
16. Section 37 Action by affected person There was no provision There was no provision
17. Section 38 Punishment for personation for acquisition, etc., of securities Section 68A Personation for acquisition, etc., of Shares
18. Section 39 [except 39 (4)] Allotment of securities by company Section 69 Prohibition of allotment unless minimum subscription received.
19. Section 40 [Except 40(6)] Securities to be dealt with in stock exchanges Section 73 Allotment of shares and debentures to be dealt in on stock exchange
20. Section 44 Nature of shares or debentures Section 82 Nature of shares or debentures
21. Section 45 Numbering of shares Section 83 Numbering of shares
22. Section 49 Calls on shares of same class to be made on uniform basis Section 91 Calls on shares of same class to be made on uniform basis
23. Section 50 Company to accept unpaid share capital, although not called up Section 92 Power of company to accept unpaid share capital, although not called up
24. Section 51 Payment of dividend in proportion to amount paid-up Section 93 Payment of dividend in proportion to amount paid-up
25. Section 57 Punishment for personation of shareholder Section 116 Penalty for personation of shareholder
26. Section 58 Refusal of registration and appeal against refusal Section 111(1) and (2) Power to refuse registration and appeal against refusal.
27. Section 59 Rectification of register of members Section 111 A Rectification of register on transfer
28. Section 60 Publication of authorised, subscribed and paid-up capital. Section 148 Publication of authorised, as well as subscribed and paid-up capital
29. Section 65 Unlimited company to provide for reserve share capital on conversion into limited company Section 32 Registration of unlimited company as limited, etc.
30. Section 69 Transfer of certain sums to capital redemption reserve account Section    77AA Transfer of certain sums to capital redemption reserve account
31. Section 70(except 70(2) Prohibition for buy-back in certain circumstances Section 77B Prohibition for buy-back  in certain circumstances
32. Section 86 Punishment for contravention Section 142 Penalties
33. Section 91 Power to close register of members or debenture holders or other security holders Section 154 Power to close register of members or debenture holders
34. Sections 100 except 100(6) Calling of extraordinary general meeting Section 169 Calling of extraordinary general meeting  on requisition
35. Section 102 Statement to be annexed to notice Section 173 Explanatory Statement to be annexed to notice
36. Section 103 Quorum for meeting Section 174 Quorum for meeting
37. Section 104 Chairman of meetings Section 175 Chairman of meetings
38. Section 105 except 3rd & 4th proviso of subsection 1 & 7 Proxies Section 176 Proxies
39. Section 106 Restriction on voting rights Section 181 Restriction on exercise of voting right of members who have not paid calls etc.
Section 182 Restrictions on exercise of voting right in other cases to be void
Section 183 Right of member to his votes differently
40. Section 107 Voting by show of hands Section 177 Voting to be by show of hands in first instance
Section 178 Chairman’s declaration of results of voting by show of hands to be conclusive
41. Section 111 Circulation of members resolution Section 188 Circulation of members resolution
42. Section 112 Representation of president & governors  meetings Section 187A Representation of President & Governors  meetings of companies of which they are members
43. Section 113 except 113(1)(b) Representation of corporations at meetings of companies & of creditors Section 187 Representation of corporations at meetings of companies & of creditors
44. Section 114 Ordinary & special resolutions Section 189 Ordinary & special resolutions
45. Section 116 Resolutions passed at adjourned meeting Section 191 Resolutions passed at adjourned meeting
46. Section 127 Punishment for failure to distribute dividends Section 207 Penalty for  failure to distribute dividends within 30 days
47. Section 133 Central Government to prescribe Accounting Standards Section 211(3C) Form & contents of Balance sheet and Profit and Loss account
48. Section 161 except Sub section 2 Appointment of additional director, alternate director, nominee director Section 260 Additional director
Section 262 Filling of casual vacancy among directors
Section 313 Appointment  & term of office of alternate director
49 Section 162 Appointment of directors to be voted individually Section 263 Appointment of directors to be voted individually
50. Section 163 Option to adopt principle of proportional representation for appointment of director Section 265 Option to company to  adopt proportional representation for appointment of director
51. Section 176 Defects in appointment of directors not to invalidate actions taken Section 290 Validity of acts of director
52. Section 180 Restrictions on powers of board Section 293 Restrictions on powers of board
53. Section 181 Company to contribute to bona fide & charitable funds etc. Section 293 (1) (e) Restrictions on powers of board
54. Section 182 Prohibitions and restrictions regarding political contributions Section 293A Prohibitions and restrictions regarding political contributions
55. Section 183 Power of Board and other  persons to make contributions to National Defence Fund etc. Section 293B Power of Board and other  persons to make contributions to National Defence Fund etc.
56. Section 185 Loan to directors etc. Section 295 Loans to directors etc.
57. Section 192 Restrictions on non-cash transactions involving directors There was no provision There was no provision
58. Section 194 Prohibition on forward dealings in securities of company by director or key managerial personnel There was no provision There was no provision
59. Section 195 Prohibition on insider trading in securities There was no provision There was no provision
60. Section 202 Compensation for loss of office of managing or whole time director or manager Section 318 Compensation for loss of office not permissible except to managing or whole time director or to directors who are managers
61. Section 379 Application of act to foreign companies Section 591 Application of section 592 to section 602 to foreign companies
62. Section 382 Display of name, etc. of foreign company Section 595 Obligation to state name of foreign company. Whether limited, and  country where incorporated
63. Section 383 Service on foreign company Section 596 Service on foreign company
64. Section 386 except clause (a) Interpretation Section 602 Interpretation of foregoing section of part
65. Section 394 Annual reports on Government companies Section 619A Annual reports on Government companies
66. Section 405 Power of Central Government to direct companies to furnish information or statistics Section 615 Power of Central Government to direct companies to furnish information or statistics
67. Section 407 Definitions Section 10FD Qualification for appointment of president and members
10FR Constitution of Appellate tribunal
68. Section 408 Constitution of National Company Law Tribunal Section 10 FR Constitution of National Company Law Tribunal
69. Section 409 Qualification of president & members of tribunal Section 10FD Qualification for appointment of president and members.
70. Section 410 Constitution of Appellate Tribunal Section 10FR Constitution of Appellate tribunal
71. Section 411 Qualification of chairpersons & members of Appellate Tribunal Section 10FR Constitution of Appellate tribunal
72. Section 412 Selection of members of tribunal & Appellate Tribunal There was no provision There was no provision
73. Section 413 Term of office of President, Chairperson and other members Section 10 FE Term of office of President  and members
Section 10FT Term of office of Chairperson and members
74. Section 414 Salary, allowances and other terms and conditions of service of members Section 10FG Salary, allowances and other terms and conditions of service of President and other members.
Section 10 FW Salary, allowances and other terms and conditions of service of   Chairperson and members
75. Section 439 Offenses to be non-cognizable Section 621 Offenses against Act to be cognizable only on complaint by Registrar, shareholder or Government
Section 622 Jurisdiction to try offences
Section 623 Certain offences  triable summarily  in Presidency towns
Section  624 Offences to be non- cognizable
Section 625 Payment of compensation in cases of frivolous or vexatious prosecution
Section 626 Application of fines
Section 627 Production and inspection of books where offence suspected
Section 628 Penalty for false statement
Section 629 Penalty for false evidence
Section 630 Penalty for wrongful withholding of property
Section 631 Penalty for use of words “Limited” and “Private Limited”
76. Section 443 Power of Central Government to appoint  company prosecutors Section  624A Power of Central Government to appoint  company prosecutors
77. Section 444 Appeal  against  acquittal There was no provision There was no provision
78. Section 445 Compensation  for accusation  without  reasonable cause There was no provision There was no provision
79. Section 446 Application of fines Section 626 Application of fines
80. Section 447 Punishment for fraud There was no provision There was no provision
81. Section 448 Punishment for false statements Section 628 Punishment for false statements
82. Section 449 Punishment for false evidence Section 629 Punishment for false evidence
83. Section 450 Punishment where no specific penalty or punishment is provided Section 629A Penalty where no specific penalty is provided elsewhere in the act
84. Section 451 Punishment in case of repeated default There was no provision There was no provision
85. Section 452 Punishment for wrongful withholding of property Section 630 Punishment for wrongful withholding of property
86. Section 453 Punishment for improper use of “Limited” or “ private limited” Section 631 Penalty for improper use of “Limited” or “Private limited”
87. Section 456 Protection of action taken in good faith There was no provision There was no provision
88. Section 457 Non-disclosure of information  in certain cases Section 635AA Non-disclosure of information  in certain cases
89. Section 458 Delegation by Central Government of its powers and functions Section 637 Delegation by Central Government of its powers and functions under Act
90. Section 459 Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications Section 637A Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
91. Section 460 Condonation of delay in certain cases Section 637B Condonation of delays in certain cases
92. Section 461 Annual report by Central Government Section 638 Annual report by Central Government
93. Section 462 Power to exempt a class or classes of companies from provisions of this Act There was no provision There was no provision
94. Section 463 Power of court to grant relief in certain cases Section 633 Power of court to grant relief in certain cases
95. Section 467 Power of Central Government  to amend schedules There was no provision There was no provision
96. Section 468 Power of Central Government  to make rules relating to winding up Section 643 Powers of Central Government to make rules relating to winding up
97. Section 469 Power of Central Government to make rules Section 642 Power of Central Government to make rules
98. Section 470 Power to remove difficulties There was no provision There was no provision

Table 1 : Section 2 detailed clauses

Section 2 Clauses for Companies Act 2013 Definitions Section 2 clauses for Companies Act 1956 Definitions
Clause 1 Abridged Prospectus Clause 1 Abridged Prospectus
Clause 3 Alter or Alteration Clause 1A Alter or Alteration
Clause 4 Appellate Tribunal Clause 1B Appellate Tribunal
Clause 5 Articles Clause 2 Articles
Clause 6 Associate company Not defined Not defined
Clause 8 Authorised capital Not defined Not defined
Clause 9 Banking company Clause 5 Banking company
Clause 10 Board of Directors Clause 6 Board of Directors
Clause 11 Body corporate or corporation Clause 7 Body corporate or corporation
Clause 12 Book and Paper and book or paper Clause 8 Book and Paper and book or paper
Clause 14 Branch office Clause  9 Branch office
Clause 15 Called up capital Not defined Not defined
Clause 16 Charge Not defined Not defined
Clause 17 Chartered Accountant Not defined Not defined
Clause 18 Chief Executive Officer Not defined Not defined
Clause 19 Chief Financial Officer Not defined Not defined
Clause 20 Company Clause 10 Company
Clause 21 Company limited by guarantee Not defined Not defined
Clause 22 Company limited by shares Not defined Not defined
Clause 24 Company secretary or secretary Clause 45 secretary
Clause 25 Company Secretary in practice Clause 45A Secretary in whole time practice
Clause 26  Contributory Not defined Not defined
Clause 27 Control Not defined Not defined
Clause 28 Cost Accountant Not defined Not defined
Clause 29 except  29 (iv) Court Clause 11 Court
Clause 30 Debenture Clause 12 Debenture
Clause 31 Deposit Not defined Not defined
Clause 32 Depository Clause 12A Depository
Clause 33 Derivative Clause 12B Derivative
Clause 34 Director Clause 13 Director
Clause 35 Dividend Clause 14A Dividend
Clause 36 Document Clause 15 Document
Clause 37 Employees’ stock option Clause 15A Employees’ stock option
Clause 38 Expert Not defined Not defined
Clause 39 Financial institution Not defined Not defined
Clause 43 Free reserves Not defined Not defined
Clause 44 Global Depository Receipt Not defined Not defined
Clause 45 Government company Clause 18 Government company
Clause 46 Holding company Clause 19 Holding company
Clause 49 Interested Directors Not defined Not defined
Clause 50 Issued Capital Not defined Not defined
Clause 51 Key Managerial Personnel Not defined Not defined
Clause 52 Listed Company Clause 23A Listed Public Company
Clause 53 Manager Clause 24 Manager
Clause 54 Managing Director Clause 26 Managing Director
Clause 55 Member Clause 27 Member
Clause 56 Memorandum Clause 28 Memorandum
Clause 57 Net worth Clause 29A Net worth
Clause 58 Notification Not defined Not defined
Clause 59 Officer Clause 30 Officer
Clause 60 Officer who is in default Clause 31 Officer who is in default
Clause 61 Official Liquidator Not defined Not defined
Clause 63 Ordinary or special resolution Not defined Not defined
Clause 64 Paid up share capital Clause 32 Paid up share capital or capital paid up
Clause 65 Postal Ballot Not defined Not defined
Clause 66 Prescribed Clause 33 Prescribed
Clause 67 except sub clause (ix) Previous company law except – Registration of Companies (Sikkim) Act, 1961 Clause 34 Previous Companies Law means any low specified in clause (ii) of sub section (1) of Section 3
Clause 68 Private Company Clause 35 read with Section 3 (1)(iii) Private Company
Clause 69 Promoter Not defined Not defined
Clause 70 Prospectus Clause 36 Prospectus
Clause 71 Public Company Clause 37 Public Company
Clause 72 Public Financial Corporation Not defined Not defined
Clause 73 Recognized stock exchange Clause 39 Recognized stock exchange
Clause 74 Register of companies Not defined Not defined
Clause 75 Registrar Clause 40 Registrar
Clause 76 Related Party Not defined Not defined
Clause 78 Remuneration Not defined Not defined
Clause  79 Schedule Clause 42 Schedule
Clause 80 Scheduled Bank Clause 43 Scheduled Bank
Clause 81 Securities Clause 45AA Securities
Clause 82 Securities & Exchange Board Clause 45B Securities & Exchange Board of India
Clause 84 Share Clause 46 Share
Clause 86 Subscribed capital Not defined Not defined
Clause 87 except the proviso & explanation (d) Subsidiary Companies Clause 47 Subsidiary Companies or subsidiary
Clause 88 Sweat Equity shares Not defined Not defined
Clause 89 Total Voting Power Clause 48 Total Voting Power
Clause 90 Tribunal Clause 49AA Tribunal
Clause 91 Turnover Not defined Not defined
Clause 92 Unlimited Company Not defined Not defined
Clause 93 Voting Rights Not defined Not defined
Clause 94 Whole time director Not defined Not defined
Clause 95 Words & expression not defined in this act Section 2A Interpretation of certain words & expressions

Since certain difficulties have been expressed by the stakeholders in the implementation of some of the provisions mentioned above, MCA has clarified following:

(i)  Sub-section (68) of section 2 :- Registrar of Companies may register those Memorandum and Articles of Association received till 11.9.2013 as per the definition clause of the ‘private company’ under the Companies Act 1956 without referring to the definition of ‘private company’ under the “said Act”,

(ii)  Section 102 :- All companies which have issued notices of general meeting on or after 12.9.2013, the statement to be annexed to the notice shall comply with additional requirements as prescribed in section 102 of the ”said Act”.

(iii) Section 133 :- Till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply.

(iv) Section 180 :- In respect of requirements of special resolution under Section 180 of the “said Act”, as against ordinary resolution required by the Companies Act 1956, if notice for any such general meeting was issued prior to 12.9.2013, then such resolution may be passed in accordance with the requirement of the Companies Act 1956.

Refer : General_Circular_15_2013

I would keep updating the upcoming provisions in the subsequent posts. Stay tuned !!

 



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The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

138 thoughts on “Implementation of 98 sections of the Companies Act, 2013

  1. Dear ma’am,

    It says that the corresponding sections are repealed and replaced by the new sections of Companies Act 2013. My query is regarding section 397/398, which were about oppression of minority shareholders and arbitration. Whether these sections have been replaced by the corresponding sections and if so where have they been inserted now?

    Thank you for you time.

  2. i want to know which section is relevant for change of name of company as per new act.

  3. Madam,
    Can you please help me out. I wanted to know that whether the Sec 73 of the New Companies Act 2013 has become applicable from 1st April 2014 or no. AS its mot there in the list of 98 sections which have been changed,.

  4. I WANT TO FILE THE FORM FOR SHIFTING OF REGISTERED OFFICE WITHIN CITY AS PER COMPANIES ACT 2013.

    SO WHICH ARE THE FORMS APPLICABLE AND ATTACHMENTS REQUIRED. IF POSSIBLE PLEASE SHOW FORMATS OF ATTACHMENTS.

    GIVE DETAILED REPLY.

    THANKS

    • Please submit e-form INC 22 with Ministry along with following
      1. proof of address such as conveyance dee/ receipt of rent agreement,
      2. utility bill and permission to use the place from an owner,
      3. the certified copy of board resolution for shifting the office from one place to other within the same city.

  5. Hello mam,

    The Companies Act 2013 is applicable from 1st April 2014 onwards. However, I want to know that are the relevant sections of annual return and other sections applicable for the annual return pertaining to FY 13-14 which is normally done in the month of September 2014

  6. R.mam,
    I have applied for registration of a company, Roc has inserted a query that defination of private company in aoa as per companies act 2013, is required. Please mam guide me what to do.

  7. R.mam,
    i have applied for registration of a company, Roc has inserted a query that defination of private company in aoa as per companies act 2013, is required. Please mam guide me what to do. as soon as possible.

  8. I want to know company act 2013

  9. Dear Meenal the popular notion is that the rules posted by teh MCA are notified. However, since they are not yet published in the official gazzette, they can be only finalised draft fules and not “notified rules till they are published. Can you confirm if my understanding is correct ?
    Thanks

  10. Hello Mam,
    Is there any corresponding section to Section 619 B of Act, 1956 in new Companies Act regarding Appointment of Auditors by CAG for Companies Covered u/s 619B ( provisions of Section 619 to apply to certain Companies)
    Thanks and Regards

    Naresh

  11. Mam,

    Can you please publish the new 183 notified sections in such a tabular format. This article has been very informative. And the new 183 notified sections in this format would be amazing.

    Thank you

  12. Dear Mam,

    I have a query regarding the mentioning of CIN No. in our all official documents as per section12(3)(c ), Kindly state against the following provided name of documents whether CIN No. to be provided or not:
    1. Excise Invoice
    2. Commercial Invoice
    3. Packing List
    4. B/L or L.R.
    5. Delivery Challan
    6. Material Test Certificate
    7. Returnable and non-returnable gate pass.
    8. Certificate of Origin
    9. Insuarance copy

    Please revert at the earliest.

    Thanks & Regards,
    Sonika Jain

    • As per Section 12 (3) of Companies Act 2013, every company shall get its name, address of its registered office and the Corporate Identification Number along with telephone number, fax number if any,e mail and website addresses, if any printed in all its business letters, billheads, letter papers and in all its notices and other official publications. The list of documents which you have specified are bills and business letters. Hence, for all documents listed in your query are covered and to be complied with as per this section.

  13. As per Notification dated 12.09.2013, Some Sections of Companies Act, 2013 have come into force.

    As per new definition of Private Companies, Clause (d) of Companies Act, 1956 has been removed. Kindly advice whether w.e.f 12.09.2013 a Private Company can take Unsecured Loan from any person i.e any individual, Company, Trust, HUF, Partnership Firm, Director, Relative of Director, etc.

    Kindly advice us on same.

  14. Very good information share in this article………….

  15. Regarding Director Disclosures:
    I have obtained declaration from directors on 24AA with March 31, 2014 as Section 184 (corresponding section 299 of the old act) MDP1 will be effective from April 1, 2014. Kindly suggest, do I need to take declaration in MDP1 dated in April , 2014 or March 31, 2014 declaration as per the Co. Act, 1956 is okay for compliance. The declaration is for FY 2014-15.

    Pertaining to declaration under 164 (2) (corresponding section 274 (1) (g), Form DDA) there is no specific format has been rolled out (like MDP 1) for obtaining the disclosure from the Directors. Will old format Form DDA will suffice (with replacement of sections). Can you please suggest on this please

  16. Hai madam
    I completed my CA – IPCC in May2013 then i joined in articles and simutaneously i registered for CS inter. I eligible to DEC 2014 attempt.
    My doudt is companies act 2013 is applicable to me for exams if it is applicable what would be the effect on other subjects .
    Please reply me .

  17. NO MORE WORDS THAN EXCELLENT

  18. Hello mam..
    i m a student and doing my CS trainng..
    please hlp me..
    can u let me know in brief that which sections are there for only private company ( out of that 98 notified sections)
    plz rply me soon…….

  19. hello mam i m student of cs final thank u so much for sharing it with us.. i will always update my knowledge with your link…

  20. mam can u tell me that for june 2014 exams wat shuould i write old sections or new sections among 98 notified sections thanks in advance.
    pradeep

  21. Which provisions of co act 2013 shall be applicable while finalization of accounts for Annual Year 2013-14?
    pls give list of new co act 2013’s provision that are applicable in this connection !

    thank you in advance !

    • Please refer General Circular No. 8/2014 dated 04.04.2014 in which the Government has clarified that the financial statements (and documents required to be attached thereto), auditors report and Board’s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/rules of the Companies Act. 1956.

  22. Kindly give format for the Board Resolutions to be passed and Ordinary Resolution to be passed at extra ordinary general meeting for increase in Authorised Share Capital of the Private Limited Company as per Companies Act 2013. Certain provisions of Companies Act 1956 are also in place as well as Companies Act 2013.

  23. Is the Companies Act,2013 applicable in case of appointment of managing director and payment of remuneration?

  24. Would like to know to what extent are SEBI regulations applicable to Pvt. ltd. Companies

  25. Excellent efforts good keep it up…

  26. can u please answer my query as soon as possible….
    mam we have filed Form 23AC and ACA and it was uploaded successfully but aftrer that we found there was a mistake ,so whether there is any provision to correct it.

  27. I want to know the procedure for cancelling of share capital of private limited company. can you hep me

  28. Ma’am,
    kindly help in following queries…
    1) Borrowing by Company (section 180 1 a) & Sale Lease (Section 180 1 c):
    – In case of private company resolution shall be passed before any charge creation /modification or as and when becomes applicable?
    – If the company already has crossed limit of borrowing power then in this case when shall the permission be taken?
    – Forms are as per old act

    2) (Section 2(68)):
    As definition of private company is modified, then is it necessary to alter the provision of AOA for all companies now related to number of members / directors??

    3) (Section 161):
    Additional director appointed by company if gets failed to be regularized in general meeting then will he be prohibited to act as director of same company for its lifetime?

    4) (Section 39): public offer allotment
    Applicability of Allotment of shares provisions clarification needed…
    Is this section applicable for allotment by Private company?

    • Can you please clarify your first questions?
      Regarding 2nd question- Though Section 2(68) of the Companies Act 2013 became effective, the limit of number of members is applicable to new companies only and not to old companies.

      Regarding 3rd question – If additional director gets failed to be regularised in Annual general meeting, then his term of office will come to an end and then appointment of additional director shall be made newly who will be regularised in the next Annual General meeting. But technically on MCA 21 portal he will remain as additional director till his designation will be changed to director. Hence I would advised you to ask him to resign and again appoint him as additional director.

      Regarding public offer- Section 39 is not applicable to private company.

  29. can allotment be done for unsecured loans as Consideration other than cash

  30. Dear Madam,

    As section 181 and 182 has been notified, the correspinding section in 1956 Act was 293 (1) (e) and 293 (A).
    My findings and query is unlike old act, explaination of Average net profit has been deleted in new act.

    How Average net profit can be arived, is 349 and 350 will apply to it or otherwise?

    Regards,

    Ankit

  31. Dear Madam,

    I thank you a number of times for taking time out and providing such relevant information to students like me and professionals. I was really worried about the implementation as I didn’t have a summarized form of newly introduced sections of Companies Act. But after visiting your blog, I feel relaxed as I can compare the old ones with the new ones with ease.

    Regards.

  32. Hello Madam,

    I really appreciate your efforts for providing support through your blog.

    Regards.

  33. Thanks for the detailed information. We have initiated getting declarations from our directors under section 164(2) and 184 of the companies act 2013. Is it right? Please clarify.

  34. Hello mam,

    First of all wish you a very happy & prosperous new year to you mam.

    I would like to ask you that, one of my friend is doing pulmbing work on Proprietorship basis, now he intends to register a Pvt Ltd Co. for doing corporate level work.

    Kindly suggest the appropriate Main Object Clause and their Ancillary Obecjts as per Companies Act, 2013.

    Thanks & Regards.

  35. Dear Ma:am,

    I am filing Form 1A for the name of Haryana foods india private limited but while filing the error occur. What is the procedure to get the noc from the central govermant to use the name of haryana

    Thanks
    Nisha

  36. Mam,
    I want to add some business in MOA of Pvt Ltd company

    Pls let me know the procedure to do the same and should I have to submit the full memorandum or the added business to MCA

  37. Clarification is required in terms of Section 180 of the Companies Act, 2013. The section speaks of ‘a company’ and doesn’t define whether it is applicable on public company, private company which is a subsidiary of public company or a purely private company. While in the corresponding provision under Section 293 of the Companies Act, 1956, it was applicable only to public company and private company which is a subsidiary of public company.

    As far as my understanding sec 180 is applicable to pvt companies also. In such case when should the company conduct the general meeting and obtain members approval. –immediately after 12.09.2013 or can the approval of members be obtained in current date. Moreover the relevant new form-23 is also not available. Pls give your views

  38. Hello Ma’am,
    I have a query regarding Sec 185 of Companies Act,2013. In case the loan to director is given before the implementation of the new act, what provisions would be applicable? Are these loans to be repaid and if yes, then by what time period?

    Also, can the existing Private Limited Companies increase the no. of members to 200?

    • If loan to director given before implementation of New Companies Act 2013, then the provision of Companies Act 1956 will become applicable. The Private limited company can increase the no. of members to 200.

  39. There is any change in sec.16 (Rectification of name of company) in new Companies Act 2013.

  40. Thank You Very much Mam

  41. Mam, there is a private limited company, and want to add some main objective clause .

    Pls tell the procedure

  42. Hi Meenal

    I have been reading your blog for sometime now and felt like wishing you the best and acknowledge your efforts. I must confess you made the understanding of New Act and it’s implementation very simple.
    Thanks very many and best wishes in your professional endeavours

  43. NICE BLOG. THANKS.

  44. I am a Banker and I appreciate the efforts taken by you in this regard. I Hope that you will continue the good work in future also.

  45. Dear Mam,

    Just wanted to clarify , if we are filing the MOA and AOA ( form 1) in MCA site , it will be still as per Companies Act 1956 . Or something of Companies Act 2013 has to be included while filing the MOA and AOA.

  46. Hello ma’am,

    I want to incorporate a pvt company. Is it possible to give my home address as address of registered office? Actually, house is in the name of my father. Is it required to execute lease deed or NOC with him? Please advise me.

    Thanks in advance.

    • You can give home address as address of registered office. Electricity bill/ tax bill in his name and his NOC is sufficient.

  47. Hello Mam,

    Is new companies act 2013 is applicable for registered office change from one state to another??

  48. Madam, how to appoint a foreign national (permanent resident outside india) as whole time director under new companies act ?. As per Sec,269, I know.. is there any change in it ?. Is foreign national is allowed to be a WTD ?
    Pls. suggest.. Regards. Kiran

  49. Mam,
    During private company incorporation, There is a query asked by MCA that

    “proposed company may b e advised to re-scan amended copy of aoa(private company clause) as per sub section 68 of section 2 of the Companies Act, 2013″

    What should i do to resolve this query?

    Thanks
    Sachin

    • Replace section 3(iii) for defination of Private Limited company and please insert Section 2(68) of Companies Act 2013 except OPC. This is because Section 2(68) became applicable as per Companies Act 2013.

  50. Can an existing Private Ltd. Company raise funds by way of issue of bonds or debentures to meet the expansion plans through the Board resolution. The related infoare:
    1. The Authorised capital of the company is 100 lakhs and fully subscribed by the two members who constitute the Board.
    2. The proposal involves raising of Rs. 500 lakhs solely for expansion.
    3. The estimated number of subscribers is around 250 (friends & relatives only)
    4. The shareholders funds including reserves is Rs.123 lakhs

    • As per Section 3(iii) the Companies Act, the private limited company prohibits any invitation to the public to subscribe for shares, prohibits any invitation or acceptance of deposit from persons other than its members, directors or their relatives. Hence in your case the company cannot raise funds by way of issue of bonds, debentures to meet the expansion plans.

  51. can i know the provisions relating to meetings in new companies act 2013? can u plzzz forward it to my mail…

    • Please read Chapter XII- meetings of board and its power to understand provisions relating to meetings in New Companies Act 2013.

  52. hello Ma”m,

    I just want to know that as per new companies act one director of the company should be resident indian, if a private company having two directors both are non resident
    so i just want to confirm that after applicability of this act in how many days a director should become resident?

    Thanks & Regards
    Pulkit

    • As per Section 149(3) of the New Companies Act 2013, every company shall have at least one director who has stayed in India for a total period of not less than 182 days in the previous calender year. This Act is not yet implemented.

  53. Hello Madam
    As per section 185 of new Companies Act,2013 :
    Can U explain related parties and details of reletive particularly in context of Pvt Ltd. Co.

  54. Thanks for the valuable information. I understand that apart from the 98 sections notified, recently, some rules also have come into force (not the draft rules release for comments). Strangely, no mention of such rules appears in MCA web site. Could you please clarify whether any rules under the new Companies Act have been enforced and where can one find its mention?

  55. hello ma’am,

    companies act 2013 is fully applicable in 2014 yes or no if no so when it applicable

  56. Dear Ma’m,
    I have question that recently i’m appointed as a company secretary in NBFC. i want to know that what are the compliance i have to do for my valid appointment (regarding forms and resolution etc.) ??

    • If the company has appointment CS in NBFC, please submit form 32 (appointment of director/ manager/ secretary) with Registrar of Companies within 30 days from the date of appointment along with certified copy of board resolution

  57. Dear Ms.Meenal, first of all, i appreciate your efforts to maintain this blog, which is helpful to young buds like me, to have a more understanding on Company law….
    I’ve got a small doubt, pls guide me to resolve the same,

    In co’s act 1956, there is no ceiling on Maximum numb of directors in a pvt ltd co, but now is there any change as per the co’s act 2013, i’m asking this question because i’m about to float a pvt ltd co with 20 directors, so pls let me know also the procedure for incorporation, if there is any change…

    Thanks in advance….

    CA Satish

    • The Companies Act 2013 is not yet implemented. The Government has only provided Draft Rules. Hence as of now the old provision of the Companies Act 1956 will become applicable for the private limited company i.e. minimum 2 and maximum upto 12 as per Articles of Association. If the company wishes to increase total number beyond 20 then application to the Registrar of Companies shall be made.

  58. Question :

    When making agreements which do we refer to parties in the pre amble as (i) ” a company incorporated under the Companies act 1956 “or “(ii) a company defined under section 2 (20 ) of the Companies act 2013″, since many have been repealed …

    • Since the Companies Act 2013 is not yet enacted, you will have to mention company incorporated under the Companies Act 1956.

  59. Hello Madam…Congratulation on maintaining a such a useful blog…I had a small query…can a promoter of a company who is an executive director (and majority shareholder) at the time of incorporation, subsequently become a non executive director to shield himself from any potential misfeasance/contraventions that may be committed knowingly/unknowingly by the company or its officers.
    Many thanks,

    • A Promoter can change his designation from Executive to Non Executive after incorporation of the company to shield himself from any potential misfeance or contraventions that may be committed knowingly or unknowingly by the company or its officers.

  60. While preparing the MOA & AOA for a company, which sections shall be referred to, sections as per Companies Act, 2013 which are notified or sections as per existing Companies Act, 1956?

    • Please refer Section 2(68) “Definition of Private Limited company” of Companies Act 2013 for preparing the MOA AOA.

  61. My client, a pvt ltd. company, wants to alter its articles of association, to impose a restriction on transfer of its shares.Kindly let me know the wordings of the special resolution, which was passed on 23.8.2013.

  62. Thanks for the useful information; I very much appreciate your effort.

    Supriya Panse
    Chartered Accountant

  63. Thanks for sharing.

  64. Hello ma’am,

    I want to know that if the AGM of a company is conducted on 30th September, 2013 then what are the requirements for e-filing with the ROC under the Companies Act 2013?
    Other than Form No. 20B, 23AC, 23ACA and 66, any other form is also required to be filed with ROC?
    Whether it is to be filed under the old form only or any new form is prescribed?

    • New Companies Act, 2013 is not yet fully implemented. Just now in the month of September, only 98 sections became applicable. As far as Annual General Meeting is concerned, as of now, the same provisions are applicable with regards to filing with ROC. Other that form 20B,23AC/23ACA and 66, the company is required to make sure that whether an auditor has filed Form 23B( Appointment of an Auditor) with ROC or not. As of now, old forms shall be applicable.

  65. Its really much usefull information..

  66. Dear Ms Meenal,

    Firstly i really appreciate your sincere efforts to help new entrepreneurs. I am writing this conversation to clarify my small doubt.

    I am running a publicity proprietorship which i registered last year in August 13. I am sole proprietor for my registered firm. Now since our turnover has touched 1.5 Cr mark i wish to form a company. However i will be active director of my company and planning to add my brother as a sleeping director. Can you please suggest me how can go about it since my brother is abroad on 1 year working Visa?

    Thanks in advance.

    Warm Regards,
    Vinay

    • If you wish to form company you can either convert your proprietorship firm into new Private Limited company or keeping the same firm continued you can register new private company. As you said that your brother to whom you would like to appoint him as sleeping partner, stays outside India, under this situation you can register company having minimum two directors in which you and your brother ( NRI) will be the first director as well as first shareholders of proposed company. The Companies Act 1956 allows NRI to be director and shareholder of proposed company.

  67. Thanks

    Keep Sharing

  68. I WISH TO KNOW MORE ABOUT NEW LEGISLATION OF COMPANY , PARTICULARLY CHANGES MADE BY IT,,,,,,,,,,PLEASE DO NEEDFUL

  69. It will be posted very soon.

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