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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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ma’am could you please let me know how many sections of companies Act, 2013 has been notified so far? Also where can we find these details.
Please read my article – Implementation of 183 sections of Companies Act 2013
thanks for sharing such useful information
Thanks!!
Very helpful mam. Thank you for your work.
Thanks
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.
Good work mam, it helped me.
Thanks & Keep visiting!!
could you please share something on applicabilty of capanies act 2013 on section 25 comapnies…
Yes, Thanks for your suggestion, I will post the article on applicability of Companies Act 2013 on Section 8 of CA Act 2013
Can you please confirm whether all those above mentioned sections are applicable for dec 14 cs final examinations?
Yes, New Companies Act 2013 and Company Rules are applicable.
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…
You will be required to prepare Audit Report for the Financial year 2013-2014 as per Companies Act 1956. Please refer General Circular No. 8/2014 dated 04.04.2014.
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
Thanks for your comment. It is very good suggestion. I will think of having an article on ” Implications of New Companies Act 2013 on SMEs”.
Thanks a Lot Mam