Implementation of 183 sections of the Companies Act, 2013

The most awaited New Companies Act,2013 is being  rolled out /will be in effect starting from April 1’st, 2014 – according to the notification issued by Ministry of Corporate Affairs, dated 26th March, 2014.

Following 183 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.

Sections Chapter and Clauses

Chapter  I

2

Clause (2) Accounting standards

2

Clause (7) Auditing standards

2

Clause (13) Books of account

2

Clause (31) Deposit

2

Clause(41) Financial year

2

Clause (42) foreign company

2

Clause (47) Independent director

2

Clause (48) Indian Depository Receipt

2

Clause (62) One Person Company

2

Clause (83) Serious Fraud Investigation Office

2

Clause (85) small company

2

Explanation (d) of Clause 87 Subsidiary company

Chapter II

3

Incorporation of Company and matters incidental thereto

4

Memorandum  of the company

5

Articles of the Company

6

Act to override Memorandum and Article of Association etc

7

Incorporation of the company (except subsection 7)

8

Formation of the companies with charitable objects etc (except subsection 9)

9

Effect of the registration

10

Effect of memorandum and Articles

11

Commencement of Business, etc

12

Registered office of the company

13

Alteration of the Memorandum of Association

14

Alteration of the Articles of Association (except second proviso to subsection 1 and subsection 2 )

15

Alteration of memorandum or Article to be noted in every copy

16

Rectification of the name of the company

17

Copies of Memorandum and Article to be given to members

18

Conversion of the companies already registered

20

Service of documents

Chapter  III

Part I

23

Public offer and private placementClause (b) of subsection (1) – A public company may issue securities through private placement by complying with the provision of Part II of this Chapter

Subsection (2) – A private company may issue securities

a) by ways of rights or bonus issue in accordance with the provisions of this Act or

b) through private placement by complying with the provision of Part II of this Chapter

25

Document containing offer of securities for sales to be deemed prospectus (Subsection 3)

26

Matters to be stated in prospectus

27

Variation in terms of contract or object in prospectus

28

Offer of sale of share by certain members of the company.

33

Issue of application forms for securities (Subsection 3)

35

Civil liability for misstatement in prospectusSubsection 1 clause (e)- where a person has subscribed for securities of a company acting on any Statement included, or the inclusion or omission of any matter, in the prospectus which is misleading and has sustained any loss or damage a  consequence thereof, the company and every person who is an expert referred to in subsection 26

39

Allotment of securities by the company (Subsection 4)

40

Securities to be dealt with in stock exchanges (Subsection 6)

41

Global Depository Receipt

Part II

42

Offer or invitation for subscription of securities of private placement.

Chapter IV

43

Share capital and Debentures

46

Certificate of shares

47

Voting Rights

52

Application of premiums received on issue of shares

53

Prohibition on issue of shares at discount

54

Issue of sweat equity shares

55

Issue and redemption of preference share (Except Subsection 3)

56

Transfer and Transmission of securities

61

Power of limited companies to alter its share capital [(Except proviso to clause (b) of subsection (1)]

62

Further issue of share capital (Except subsection (4)  to subsection (6) )

63

Issue of bonus shares

64

Notice to be given to Registrar for alteration of share capital

67

Restrictions on purchase by the company or giving of loans by it for purchase of its shares

68

Power of company to purchase its own securities

70

Prohibition for buy back in certain circumstances subsection 2

71

Debentures [(Except subsection 9 to subsection 11)]

72

Power to nominate

Chapter V

73

Prohibition on acceptance of deposits from public

74

 Repayment of deposit, etc accepted before commencement of this Act (Subsection 1)

76

Acceptance of deposits from public by certain companies

Chapter VI

77

Duty of register charges, etc

78

Application for registration of the charge

79

Section 77 to apply in certain matter

80

Date of notice of charge

81

Register of charges to be kept by registrar

82

Company to report satisfaction of the charges

83

Power of Registrar to make entries of satisfaction and release in absence of intimation  from the company

84

Intimation of appointment or receiver or manager

85

Company’s register of charges

87

Rectification by the central government in register  of charges

Chapter VII

88

Registers of the member, etc

89

Declaration in respect of beneficial interest in any share

90

Investigation of beneficial ownership of shares in certain cases

92

Annual return

93

Return to be  filed with registrar in case promoter’s stake changes

94

Place of keeping and inspection of register, returns, etc

95

Registers etc to be evidence

96

Annual General meeting

100

Calling of  Extra Ordinary General Meeting (Subsection 6)

101

Notice of the meeting

105

ProxiesThird and fourth proviso of subsection (1) and subsection (7)

108

Voting through electronic means

109

Demand for poll

110

Postal ballot

113

Representation of the corporation at  the meeting of the companies and of creditorsClause (b) of subsection 1

115

Resolution requiring special notice

117

Resolution and agreements to be filed

118

Minutes of proceedings of general meeting, meeting Board of directors and other meeting and resolution passed by the postal ballot

119

Inspection of the minutes book of general meeting (Except subsection 4)

120

Maintenance and inspection of documents in electronic form

121

Report on annual general  meeting

122

Applicability of this chapter to one person company

Chapter VIII

123

Declaration of dividend

126

Right to dividend, Rights Shares and bonus shares to be held in abeyance pending registration of transfer of shares

Chapter IX

128

Books of account, etc to be kept by the company

129

Financial Statement

134

Financial Statement, Board report,etc

136

Right of members to copies of audited financial statement

137

Copies of audited financial statement to be filed with registrar

138

Internal Audit

Chapter X

139

Appointment of the Auditors

140

Removal resignation of auditor and giving of special notice Except send proviso to subsection (4) and subsection (5)

141

Eligibility qualifications an disqualification of auditors

142

Remuneration of auditors

143

Power and duties of the auditors and auditing standards

144

Auditor not to render certain services

145

Auditors to sign audit reports, etc

146

Auditor to attend general meeting

147

Punishment for contravention

148

Central government to specify audit of items of cost in respect of certain companies

Chapter XI

149

Company to have Board of directors

150

Manner of selection of independent directors and maintenance of databank of independent Directors

151

Appointment of director elected by small shareholders

152

Appointment of directors

153

Application for allotment of directors identification number

154

Allotment for allotment of directors identification number

155

Prohibition to obtain more than one directors identification number

156

Director to intimate Directors identification number

157

Company to inform Directors identification number to registrar

158

Obligation to indicate Directors identification number

159

Punishment for contravention

160

Right of person other than retiring directors to stand for directorship

161

Appointment of additional directors, alternate director and nominee directors (Subsection 2)

164

Disqualification of appointment of director

165

Number of directorships

166

Duties of the directors

167

Vacation of office of the directors

168

Resignation of director

169

Removal of Directors (Except subsection 4)

170

Register of directors and key managerial personnel and their shareholding

171

Member right to inspect

172

Punishment

Chapter XII

173

Meetings of Board

174

Quorum for meeting of Board

175

Passing of resolution by circulation

177

Audit committee

178

Nomination and  remuneration committee and stakeholders relationship committee

179

Power of the Board

184

Disclosure of interest by Board

186

Loan and investment by the company

187

Investment of the company to be held in its own name

188

Related party transactions

189

Register of contracts and arrangements in which directors are interested

190

Contract of employment with managing or whole time directors

191

Payment to director for loss of office, etc in connection with transfer of undertaking, property or share

193

Contract by one person company

Chapter XIII

196

Appointment of Managing Director whole time director or manager

197

Overall  maximum managerial remuneration and managerial remuneration in case of inadequate profits

198

Calculation of profits

199

Recovery of the remuneration in certain cases

200

Central government or the company to fix limit of the remuneration

201

Forms of and procedure in relation to certain applications

203

Appointment of the key managerial personnel

204

Secretarial audit in the bigger companies

205

Functions of the company secretary

Chapter XIV

206

Power to call for information, insect books and conduct inquiries

207

Conduct of inspection and inquiry

208

Report on inspection made

209

Search and seizure

210

Investigation into affairs of the company

211

Establishment of Serious Fraud Investigation Office

212

Investigation into affairs of the company by Fraud Investigation Office(except reference  of subsection (10) of section 66, subsection (5) of section 140, section 123, subsection (1) of section 251, subsection (3) of section 339,made in subsection (6) and also in subsection (8) to (10)

214

Security for payment of costs and expense of investigation.

215

Firm, body corporate or association not to be appointed a inspector

216

Investigation of  ownership of the company (Except subsection 2)

217

Procedure, power etc of inspector

219

Power of the inspector to conduct investigation into affairs of the related companies

220

Seizure of the documents by inspector

223

Inspector’s report

224

Actions to be taken in pursuance of inspectors report[(Except subsection (2) and 5)]

225

Expenses of investigation

228

Investigation of the foreign company

229

Penalty for furnishing false statement, mutilation, destruction of documents

Chapter XXI

366

Part I- Companies Authorised to register under this ActCompany capable of being registered

367

Certificate of registration of existing companies

368

Vesting of property on registration

369

Saving of existing liabilities

370

Continuation of pending legal proceedings (Except the proviso)

371

Effect of registration under this part

374

Obligations of the companies registering under this part.

Chapter XXII

380

Documents etc to be delivered to registrar by foreign companies

381

Accounts of foreign company

384

Debentures, annual return, registration of charges, books of accounts, and their inspection

385

Fees for registration of the documents

386

Interpretation (Clause a)

387

Dating of prospectus and particulars to be contained therein

388

Provisions as to expert’s consent and allotment

389

Registration of prospectus

390

Offer of Indian depository receipts

391

Application of section 34 and 36 and chapter XX (Subsection 1)

392

Punishment for contravention

393

Company’ failure to comply with provisions of this chapter not  affect validity of contracts, etc

Chapter XXIII

395 Annual reports where one or more state governments are member of companies

Chapter XXIV

396 Registration offices and fees
397 Admissibility of certain documents as evidence
398 Provisions relating to fling of applications, documents, inspection, etc in electronic form
399 Inspection production and evidence of the documents kept by registrar (Except reference of the word tribunal in subsection 2)
400 Electronic form to be exclusive, alternative or in addition to physical form
401 Provision of value added services through electronic form
402 Application of provision information technology Act, 2000
403 Fees for filing etc
404 Fees etc to be credited into public account

Chapter XXVI

406 Power to modify Act in its application to Nidhis
442 Meditation and conciliation panel
454 Adjudication of penalties
455 Dormant company
464 Prohibition of association or partnership of persons exceeding certain number
Schedule I Table A -Memorandum of association  of the company limited by sharesTable B- Memorandum of association  of the company limited by guarantee and not having a share capital

Table C- Memorandum of association  of the company limited by Guarantee and having share capital

Table D- Memorandum of association  of Unlimited company and not having share capitalTable E- Memorandum of association  of the Unlimited company limited  and having share capital

Table F- Articles of association  of the company limited by shares

Schedule II Useful lives to calculate depreciation Part A, Part B, Part C,
Schedule III General instruction for preparation of the balance sheet and profit and loss of a company
Schedule IV Code for Independent Directors
Schedule V Conditions to be fulfilled for appointment of Managing Director or Whole time director or manager without approval of the Central Government
Schedule VI The Term Infrastructure projects or Infrastructure facilities

Stay tuned for more updates on this….



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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.

13 thoughts on “Implementation of 183 sections of the Companies Act, 2013

  1. What are compliances related to WOS of a foreign company both as per Companies act 2013 and FEMA.

    • WOS need to issue security certificate after deposit of share application money by the Parent company- this is as per Company Act 2013. As per FEMA, WOS is required to report to Reserve Bank of India through Authorised dealer( i.e. the bank in which the company has open current account) an advance report of remittance within 30 days of remittance and file FC-GPR within 30 days from the date of issue of share certificate to Parent company.

  2. Good work mam, it helped me.

  3. could you please share something on applicabilty of capanies act 2013 on section 25 comapnies…

  4. Can you please confirm whether all those above mentioned sections are applicable for dec 14 cs final examinations?

  5. Companies Act 2013 is applicable from 1st April 2014,,,do we need to prepare the audit report for financial year 2013-14 according to new companies act or old…

  6. Hello Meenal, thanks for this information.
    Do you know of any good summary or report of the implications that the new Companies Act 2013 will have on SMEs? I’d really like to read something on this… Please e-mail me if you do.
    Thanks,
    Javier

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