A.N.J.A.L.I

Providing Information

Companies Act 1956 VS Companies Act 2013

Comparative study on some of the provisions of Companies Act 1956 and Companies Act 2013

Caption

Companies   Act 1956

Companies   Act ,2013

New   Clauses

  1. I.                      Significant   changes in Definitions and new inclusions
A)       Associate company In relation to   another company, means a company in which that other company has a significant influence, but which is   not a subsidiary company of the company having such influence and includes a   joint venture company.Explanation.—For   the purposes of this clause, “significant   influence” means control of at least twenty per cent of total share   capital, or of business decisions under an agreement

2(6)

B)        Control For   the purposes of this Act, a company shall, subject to the provisions of sub-   section (3), be deemed to be a subsidiary of another if, but only if,a)         that other controls   the composition of its Board of directors; or

b)   that other-

i)     where the first-   mentioned company is an existing company in respect of which the holders of   preference shares issued before the commencement of this Act have the same   voting rights in all respects as the holders of equity shares, exercises or   controls more than half of the total voting power of such company;

ii) where the first- mentioned company is any other company, holds   more than half in nominal value of its equity share capital; or]

c)        The first- mentioned   company is a subsidiary of any company which is that other’s subsidiary.

 

“control”,   shall include the right to appoint majority of the directors or to control   the management or policy decisions exercisable by a person or persons acting   individually or in concert, directly or indirectly, including by virtue of   their shareholding or management rights or shareholders agreements or voting   agreements or in any other manner

2   (27)

C)        Director includes any person occupying the   position of director, by whatever name called Means a   director appointed to the Board of a company.

2(34)

D)       Financial Statement
  1.   a balance sheet as at the end of   the financial year,
  1.   a profit and loss account, or in   the case of accompany carrying on any activity not for profit, an income and   expenditure account for the financial year
In relation to a company includes:i.              a balance sheet as at the end of   the financial year,

ii.              a profit and loss account, or in   the case of accompany carrying on any activity not for profit, an income and   expenditure account for the financial year;

iii.              cash flow statement for the   financial year,

iv.              a statement of changes in equity;   and

v.              any explanatory note attached to   or forming part of any document referred to in sub-clause (i) to sub-clause   (iv);

provided that   the financial statement with respect to One Person Company, small company and   dormant company may not include the cash flow statement

Issue: Cash Flow Statement becomes   mandatory.

2(40)

  1.   Financial Year
In relation to   anybody corporate, the period in respect of which any profit and loss  account of the body corporate laid before it   in annual general meeting is made up, whether that period is a year or notProvided that,   in relation to an insurance company, “financial year” shall mean   the calendar year referred to in subsection (1) of section 11 of the   Insurance Act, 1938 (4 of 1938) The Financial can mandatorily end   on 31st MarchException-

a)         Entities which are holding   companies or subsidiary companies of foreign companies requiring   consolidation outside India with the approval of Tribunal.

b)         Existing companies to align within   2 years

2(41)

  1.   Free reserves
“free   reserves” means all reserves created out of the profits and share   premium account but does not include reserves created out of revaluation of   assets, write back of depreciation provisions and amalgamation 
  •   Share premium account does not   form part.
  •   Credit balance in Statement of   Profit & Loss is not free reserve

2(43)

  1.   Key Management Personnel
No provision exist
  •   the Chief Executive Officer or the   managing director or the manager;
  •   the company secretary;
  •   the Chief Financial Officer if the   Board of Directors appoints him; and
  •   such other officer as may be   prescribed

2(51)

  1.   Net Worth
Means the sum   total of the paid-up capital and free reserves after deducting the provisions   or expenses as may be prescribed.Explanation. –   For the purposes of this clause, “free reserves” means all reserves   created out of the profits and share  premium   account but does not include reserves created out of revaluation of assets,   write back of depreciation provisions and amalgamation
  •   it says that only paid up capital,   share premium and reserves created out of profit will be treated as net   worth.
  •   Credit balance in Statement of   Profit & Loss has been left out.

2(57)

  1.   Officer
includes any   director, manager or secretary or any person in accordance with whose   directions or instructions the Board of directors or any one or more of the   directors is or are accustomed to act to include CEO/ CFO or any other   officer as may be prescribed

2(59)

  1.   Officer in default
In relation to   any provision referred to in section 5, has the meaning specified in thatsection ; Scope broadened

  •   Directors aware of the default
  •   CFO
  •   KMP’s if knowingly commits default

2(60)

  1.   ‘relative
A person shall   be deemed to be a relative of another, if, and only if,a)                    they are members of a Hindu   undivided family ; or

b)                    they are husband and wife ;

c)the one is related to the other in   the manner indicated in Schedule IA

with reference to any person,   means anyone who is a related to another, if—

  •   they are members of a Hindu   Undivided Family;
  •   they are husband and wife; or
  •   one person is related to the other   in such manner as may be prescribed

2(77)

  1. Related party transactions
Section 297 covered only sale and purchase of goods, rendering of   services, underwriting the subs-cription of any shares or debentures.Where paid up share capital of the company exceeds Rs. 1

crore, prior approval of the Central Govt. required. Not applicable   to contracts between two public companies

Also covers

  •   leasing of property
  •   appointment of agent for   the sale or purchase,
  •   related party’s   appointment to any office or place of profit in the company, its subsidiary   or associate company.

Prior CG approval done away it and only Members approval required by   way of a special resolution.

Applicable to contracts between two public companies as well

188

  1.   Small Company
No provision exists. means a company, other than a   public company,-

  •   paid   up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed   which shall not be more than five crores rupees; or
  •   turnover   of which as per its last profit and   loss account does not exceed Two crore rupees or such higher amount as may be prescribed which   shall not be more than twenty crore rupees

Provided that   nothing in this clause shall apply to :

  1.   a holding company or a subsidiary   company;
  2.   a company registered under section   8;
  3.   a company or body corporate   governed by any special act.

subjected to a   lesser stringent regulatory framework

2(85)

  1.   Sick Industrial Companies
Treatment meted out under   SICA,1985 coverage limited only to Industrial companies. SICA determines   sickness based on negative net worth criteria Treatment meted out under chapter   XIX of the Bill:Covers revival and rehabilitation of all   companies irrespective of the industry they are in.

Sickness of company to be   determined on the basis of whether co is able to pay its debts or not.

  1. Dormant Company
Not defined Clause 455 defines inactive company as a company which:

  •   Has not been carrying on   any business or operation or has not made any significant accounting   transaction during the last two financial years, or
  •   Has not filed financial   statements and annual returns during the last two financial years

455

  1. Nidhi Companies
Section 620A-Necessary for Central Govt. to notify a company as a   Nidhi for it to qualify as such No such notification required.Nidhi defined in this clause.

406

  1.   Public Company
Considers a private   company which is a subsidiary of a public company as a public company. Further   enhanced to provide that a private subsidiary of a public company deemed to   be a public company even though the subsidiary continues to be a private company   in the articles
  1.   Private Company
Restricts the maximum number of   members to 50 To restrict the maximum number of   members to 200
  1.   One person  Company
No provision exists. Concept of One Person Company has   been introduced and the OPC can be formed as private limited companyPrivileges Provided

to OPCs

  •   The financial statement may not   include the cash flow statement [Proviso to Clause 2(40)]
  •   The annual return to be signed by   the company secretary, or where there is no company secretary, by the   director of the company.
  •   No requirement of holding an AGM   [Clause 96(1)]
  •   Inapplicability of the provisions   of Section 98 and Sections 100 to 111 (both inclusive) [Clause 122(1)]
  •   Minimum number of directors: 1   [Clause 149(1)]
  •   Board Meetings- Minimum 1 in each   half of a calendar year and the Gap between the two meetings shall not be   less than 90 days. Not applicable where there is only one Director. Clause   173 (5)
  •   Quorum for Board Meetings not applicable   where there is only 1 director in OPC. (Clause 174)

3

  1. II.                    Incorporation
Incorporation   of company Certificate of Incorporation to be   conclusive evidence Action can be taken even after   incorporation, if incorporation is on the basis of false or incorrect   incorporation.Thus the certificate is not   treated as conclusive evidence

7

Companies that   can be formed Public   Limited , private Limited companies, Section 25 companies, Government   companies List   includes One person company as a   private company

3

Reservation of   new name-procedural aspects Procedural   aspects not covered.  On   payment of prescribed fees to ROC and by an application the new name/ change   of name can be reserved.

4(4),   4(5)

Memorandum of   Association MoA should have   Clauses such as Name, state, main objects, other objects, subscription clause MoA not to have   other objects, other things remains the same

4(1)

Formats  of AoA
  • Table   – B – Company limited by shares
  • Table   – C – Company limited by guarantee and not having share capital
  • Table   – D- company limited by guarantee and having share capital
  • Table   – E- Unlimited company
  • Table   –F- company limited by shares
  • Table   – G- company limited by guarantee and having share capital
  • Table   – H- Company limited by guarantee and not having share capital
  • Table   – I – Unlimited company having share capital
  • Table   – J- Unlimited company not having share capital
Formation of   companies with charitable objects Section 25 Company. Did not specifically   provide for sports, education, research, social welfare and environment protection.   Could be only by way of a public or private company.Max. action that can be taken by   Central Government (CG) was revocation of license and that too only for   violation of any terms of the license. Specifically provides for all   these words. Could be as a OPC or an Association of Persons (AOP). Action besides   revocation can be direction for winding up of the Company or amalgamation   with another company registered with same objects.Provides for additional grounds   for revocation like affairs being conducted fraudulently or prejudicial to   public interest.

8

Commencement of   Business Applicable only to Public Companies.   If not complied, no powers to the ROC to initiate action for the removal of   the name of the Company from the Register of Companies Applicable to both Public and   Private – ROC is empowered to remove the name of the company from the   register of companies if declaration is not filed within 180days from the   date of incorporation of the company and ROC has reasonable cause to believe   that the company is not carrying on any business.

11

Entrenchment   provision in articles No   such provisions existed. Articles   may provide for more stringent or restrictive procedure than passing of   special resolution for altering the certain provisions of AoA ( a provision   can be altered only if agreed by all the members of the company in writing)

5

Name change   during the last two years No such provision existed. Every company should have its   former name printed or affixed outside its office, in its letter head, etc   during last two yearsIt is not necessary to have a   registered office at the time of incorporation, but it shall have at all   times a registered office from the 15th day of incorporation

12

New   restrictions  on alteration  of objects clause where company has any   unutilised proceeds from public issue Objects clause alteration required   only special resolution of members and filing of Form 23 with the ROC. It cannot alter its clause unless   it passes a special resolution and the details as may be prescribed , of the   notice, shall be published in two newspapers and shall also be placed on the   company’s website of the company;Dissenting shareholder shall be given   exit opportunity in accordance with SEBI regulations.

13

Change of   promoters No such provision existed. Company has to file a return with   the ROC in case of changes in promoters or top ten shareholders of the   company within 15 days of such change

93

Applicability of certain   provisions toOPC-clause Not applicable
  •   Power to call meetings of members,
  •   calling for EOGM,
  •   notice of meeting,
  •   statement to be annexed to notice,
  •   quorum for meetings,
  •   chairman for meetings,
  •   proxies,
  •   restriction on voting rights,
  •   voting by show of hands,
  •   voting through electronic means,
  •   demand for poll,
  •   postal ballot,
  •   circulation of member’s resolution

98

100

101

102

103

104

105

106

107

108

109

110

111

Contract by OPC No OPC concept existed Where OPC limited by shares or by guarantee enters into a contract   with its sole member, who is also a Director; the company should preferably   enter into a written contract.If not the above, the OPC will have to record the contract in the   board minutes book and file a return with the ROC within 15 days of the date   of approval by the BOD, with prescribed fees.

193

Conversion of LLPs intoCompanies Not permitted under the present regime Provides for conversion of LLPs into companies

371

Companies incorporated   outside India
  •   Service of documents on foreign   company now can be served through any electronic mode.
  •   The foreign offices are also   required to comply with the provisions of winding up.

383

391

E-governance No such   provision Maintenance and   allowing inspection of documents by companies in electronic form

120

Vigil Mechanism No provision exists. 177(9)- Every listed company or   such class or classes of companies, as may be prescribed, shall establish a   vigil mechanism for directors and employees to report genuine concerns in such   manner as may be prescribed.177(10)- The vigil mechanism under   sub-section (9) shall provide for adequate safeguards against victimisation   of persons who use such mechanism and make provision for direct access to the   chairperson of the Audit Committee in appropriate or exceptional cases.

177(10)

  1. III.                 Directors
Women Director No such provision existed In prescribed class or classes of   companies there should be 1 women   director

149(1)

Resident   Directors No such provision   existed 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 calendar year.Panel of ID’s   to be maintained by a body/institute notified by the CG facilitating appointment   of Independent Directors.

Listed   companies may have one director by small share holder

149(1)

150

151

Independent   directors No such   provision existed
  • Tenure   of such directors- not exceeding  two   consecutive term of 5 years
  • Can   be reappointed after a gap of 3 years, however he should not be associated   with the company directly or indirectly in this gap
  • Not   liable to retire by rotation
  • Excluded   for the purpose of computing ‘1/3rd of the retiring directors’

149

Maximum number of Directors Section 259 provided for max. 12 and beyond 12 required prior   Central Govt.Approval provides for max 15 and beyond 15   by passing a special resolution

149(1)

Right of the person other than retiring directors  to stand for directorship Section 257 provides thatsuch a person has to

deposit Rs. 500 which

would be refunded in case

he is appointed as Director

Clause 160 has increased this   amount to Rs. 100,000 which is refundable when he is appointed or even when   he gets more than 25% of the total valid votes cast either on show of hands   or on poll on such resolution

160

Alternate Director Section 313-Absence for 3 months from the ‘state where the Board   Meetings are ordinarily held’, is the criteria Clause 161-has been modified to   include ‘India’, instead of the ‘state where the board meetings are   ordinarily held’, to be the criteria

161

Duties of Director Not specifically provided Provides for the following duties:

  •   To act in accordance   with co’s AoA;
  •   Act in good faith;
  •   Exercise his duties with   due care and diligence.
  •   A director shall not   involve in any conflicting interest with the company
  •   Achieve or attempt to   achieve any undue advantage;
  •   Assign his office.

166

Resignation of directors No such provision specifically existed Provision for director to resign by tendering his resignation   letter: which the Board has to note and place before the members in the next   general meeting.Date of resignation will be date mentioned in the letter or the date   of receipt of the resignation by the company, whichever is later.

Director who has resigned shall be liable even after his resignation   for offences which occurred during his tenure

168

Loan to Directors sec 295-not applicable to private companies and prior approval of   the CG required CG approval done away with and applicable to private companies as   well.

185

Remuneration of managerial personnel in case of no profits or   inadequate profits. Governed by Schedule XIII To be governed by schedule V. IDs not to get stock option but may   get payment of fees and profit linked commission subject to limits. CG may   prescribe amount of fees under the rules
Appointment of WholeTime Director Section 269-every public company having capital of more than Rs 5   cr.-to have aManaging director/ WTD/ Manager Every company belonging to such class or description of companies as   may be prescribed shall have MD or CEO or Manager and in their absence, a WTD   and a Company Secretary.Individual not to be the Chairman of the Co. as well as the MD or CEO   of the Co. at the same time (AoA can provide for this);

Every whole time KMP to be appointed by a resolution at BOD meeting;

A WTKMP not to hold office in more than one company at the same   time. Any vacancy in the office of any KMP to be filled up by the BOD within   6 m. Provisions relating to separation of office of Chairman and Managing   Director (MD) modified to allow, in certain cases, a class of companies   having multiple business and separate divisional MDs to appoint same person   as ‘chairman as well as MD’

203

Number of   directorship 20, out of   which not more than 10 can be a public companies and includes alternate   directorship also

165

  1. IV.                 Share   capital
Increase in   subscribed capital Apart   from existing shareholders, if the company having share capital at any time,   proposes to increase its subscribed capital by the issue of further shares,   such shares may also be offered to employees by way of ESOP subject to   approval of shareholders by way of special resolution. (Clause 62)

62

Issue of bonus   shares No   such provisions existed. However rules framed for public unlisted company. Private   limited companies are not permitted to issue bonus shares.

63   and 23

Buy back of   shares [77B.   PROHIBITION FOR BUY-BACK IN CERTAIN CIRCUMSTANCES1.No company shall directly or   indirectly purchase its own shares or other specified securities –

a)                    through any subsidiary company   including its own subsidiary companies ; or

b)
through any investment company or   group of investment companies ; or

c)if a default, by the company, in   repayment of deposit or interest payable thereon, redemption of debentures or   preference shares or payment of dividend to any shareholder or repayment of   any term loan or interest payable thereon to any financial institution or   bank is, subsisting.

2.No company shall directly or   indirectly purchase its own shares or other specified securities in case,   such company has not complied with the provisions of sections 159, 207 and   211.]

A company can   make a buy back even if it had at any time  defaulted

  •   in repayment of deposit or   interest thereon,  redemption of   debentures or preference shares or payment of dividend to any shareholder
  •   Repayment of term loan or interest   thereon

Provided that   default must have been remedied and a period of 3 years must have elapsed   after such default ceased to subsist.

66(6)

Exit option of   shareholder No provision Shareholders   have exit option if the money raised has not been utilised

27

Permissible   mode of issuance of securities Companies could issue securities by   way of public issue, private placement, rights issues or bonus issue Private companies can issue   securities only through private placements after complying with Part II of   Chapter II . Thus Private companies cannot rights shares or bonus shares.

23,   62,63

Voting rights   on preference shares Section 87-Different criteria for cumulative and   non-cumulative preference shares for trigger of voting rights. No difference between cumulative   or non – cumulative, voting rights arise if dividends payable are in arrears   for a period of two years or more.

47

Prohibition of   issue of shares at discount Section 79-Issue of shares at   discount permissible subject to conditions and Central Government approval Issue of shares at discount is   void and not permissible except for Sweat equity shares

54

Preference   shares beyond 20 years Section 80-Issue of irredeemable preference shares   or redeemable beyond 20 yrs is prohibited Only infrastructure companies can   issue  preference shares beyond 20   years subject to annual redemption of such percentage of preference shares as   may be prescribed on annual basis  at   the option of such preferential shareholders

55

Redemption of   unredeemed preference shares by issue of further shares No such   provision
  •   Company may redeem unredeemed   preference shares by issuing further redeemable preference shares equal to   the amount due, along with the dividend thereon , with the consent of 75% of   shareholders (in value) and approval from tribunal on a petition made.
  •   Such issue or redemption shall not   be deemed to be an increase or as the case may be reduction of share capital   of the company.

55   (3)

Alteration of   share capital by consolidation or division of share capital into shares of   larger amount Section 94(1) permitted the same   if there was a provision for the same in the AoA treating it as a mere alteration   not involving any reduction in the share capital.No approval of the Court or any other   authority required. Can be made only after making  application and obtaining approval from   TribunalApproval is required for   consolidation  and division of share   capital only if the voting percentage of shareholders changes consequent on   such consolidation

61   (b)

Issue of bonus   shares No provision in the act. However Rules   framed for public unlisted Company Private companies are excluded in   this clause for issue of bonus shares, but apparently clause 23 does not   permit private companies to issue bonus shares

63   and 23

No reduction of   capital if deposits not repaid No such provision existed. No reduction of capital shall be   made by a company if the company is in arrears in the repayment of any   deposits accepted by it  or the   interest payable thereon irrespective of    the deposits being accepted before or after the commencement of this   act

66

Issue of   debentures with conversion option and other provisions No such requirement existed. Needs special resolution of   members for the issue of debentures with conversion option wholly or partly

71

Private   placements Qualified Institutional Buyers   shall not be covered under the provisions related to Private Placement
Appointment of   Debenture trustee Section 117B-No such ceiling of 500 existed.   Appointment of Debenture trustee compulsory for company issuing prospectus or   a letter of offer to the public for subscription of its debentures Is compulsory for public issue of   debenture through prospectus to more than 500 persons

71

  1. V.                    Acceptance   of deposits by Companies
Acceptance of Deposits   by Companies Private   companies are prohibited from inviting or accepting deposits from persons   other than its members, directors or their relatives NBFCs   are not covered by the provisions relating to acceptance of deposits and they   will be governed under rules issued by Reserve Bank of India.(Clause 73)Company   may accept deposit from persons other than its members having net worth and   turnover of certain amount as prescribed subject to complying with necessary   conditions and after consultation with RBI.

(Clause   76)

 73

76

  1. VI.                 Investments
Investment   restriction No such   provision existed in section 372A of the Companies act 1956, which dealt with   inter corporate loans and investments. Provides that   investments not to be made through more than 2 layers of investment   companies.The rate of   interest on inter corporate loans will be the prevailing rate of interest on   dated Government Securities

186

  1. VII.               Books   of Accounts and Financial Year
Financial Year In relation to   anybody corporate, the period in respect of which any profit and loss  account of the body corporate laid before it   in annual general meeting is made up, whether that period is a year or notProvided that,   in relation to an insurance company, “financial year” shall mean   the calendar year referred to in subsection (1) of section 11 of the   Insurance Act, 1938 (4 of 1938) Financial year   can only be from April- March , existing companies has to align within 2   years of the commencement of the act

2   (41)

Maintenance of books of account in   electronic mode Not permitted Provides for electronic   maintenance of the same

128(1)

Preservation period of books of   account Section 209- books and vouchers   for 8 yrs period where investigation is ordered, CG   may direct books to be preserved for longer period

128(5)

Corporate   social responsibility

Did not exist. Mandatory for   companies:

  •   Having Net Worth of Rs.500 crore   or more; or
  •   Turnover of Rs.1000 crore or more   or
  •   A net profit of Rs.5 crore or more   during the any financial year

Every financial   year atleast 2% of the average net profits of last 3 years to be spent on CSR   activities, otherwise reason for not spending to be given in

Board’s Report.

135

Re-opening of   accounts  in certain cases No   such provision existed If   an order is passed by the court or tribunal to the effect the relevant   earlier accounts were prepared in fraudulent manner, re-opening of accounts   can be done.

130

Voluntary revision of financial   statement or board report with tribunal’s consent No such provision existed If the Board feels that the   financials or the Report do not comply with the applicable provisions of   clause 129 or 134, they may revise the aforesaid in respect of any of the   three preceding financial years after obtaining approval of the Tribunal..   Cannot be revised for more than once in one financial year. CG may make   separate rules for this.

131

Consolidation   of accounts Section 212   provided for attachment of accounts of subsidiaries along with the holding   company accounts. No provision for consolidation  Compulsory   consolidation of accounts of holding and subsidiaries including its   associates and joint ventures

129

  1. VIII.            Reports
Secretarial   audit report Section   383A provided only for secretarial audit by companies having paid up capital   between Rs. 10 lakh to Rs. 5crores. Did not specifically provide for   attachment of such report to the Directors’ report Every   listed company and other prescribed companies shall annex with its Board’s   Report, a Secretarial Audit Report. Directors shall explain in full in their   DR, qualification/ observation/ remarks in the secretarial audit report

204

  1. IX.                  Prospectus,   Raising of funds & Allotment
Raising capital   through Public- offer No such provision existed Only public companies can issue   securities by making public offer and that too by complying Part I of chapter   III

28

Misleading   statement in  Prospectus No such provision existed Any group of persons or AOP   affected by this misleading prospectus , may take action against the guilty   persons

37

Punishment for   fraudulently inducing a person to invest money Section 68- Any   person who, either by knowingly or recklessly making any statement, promise   or forecast which is false, deceptive  or   misleading, or by any dishonest concealment of material facts, induces or   attempts to induce another person toenter into, or to offer to enter   into –

  •   any agreement for, or with a view   to, acquiring, disposing of, subscribing for, or underwriting shares or   debentures ; or
  •   any agreement the purpose or   pretended purpose of which is to secure a profit to any of the parties from   the yield of shares or debentures, or by reference to fluctuations in the   value of shares or debentures ;

shall be punishable with   imprisonment for a term which may extend to five years, or with fine which   may extend to one lakh rupees, or with both.

 

No change, but in addition to   which it includes punishment for falsely inducing a person to enter into any   agreement with bank or financial institution, with a view to obtaining credit   facilities.

36

Allotment of   securities and minimum subscription Section 69-Minimum subscription applicable only   to shares. Minimum subscription extended to   all securities

39

Issue of Global   Depository receipts (GDR) No such provision existed. Company may after passing a  special resolution in its general meeting   ,issue GDR’s subject to conditions

41

  1. X.                    Utilising   Securities Premium Account
Utilisation of   securities Premium account (SPA) Section 78-SPA can be utilized for   writing off preliminary expenses or for providing premium payable on   redemption of preference shares or debentures Prescribed class of companies   whose financial statements comply with Accounting standards prescribed for such   class cannot utilize for  Sec Premium   Account for writing off preliminary expenses and premium on redemption of   preference shares or debentures

52(3)

  1. XI.                  Annual   returns and related issues
Annual   return(AR) Details to be furnished in Annual   return

  •   its registered office,
  •   the register of its members,
  •   the register of its debenture   holders,
  •   its shares and debentures,
  •    its indebtedness,
  •   its members and debenture holders,   past and present, and
  •   its directors, managing directors   managers and secretaries, past and present
Following additional details to be   mentioned

  •   Details of principal business   activities, particulars of holding and subsidiary and associate companies
  •   Promoters, directors, key   management personnel along with changes since last year
  •   Meetings of members or class   thereof, board and its various committees along with the attendance details
  •   Remuneration of directors and Key   management personnel(KMP)
  •   Penalties and punishments imposed   on the company, its directors, or officers and appeals made against penalties   or punishments
  •   Matters related to certification   of compliances, disclosures as may be prescribed
  •   Details of shares held on behalf   of  FII’s
  •   Such other matters as may be   prescribed

92

Certification   of Annual return (AR) The copy of the annual return   filed with the Registrar under section 159 or 160, as the case may be, shall   be signed both by a director and by the manager or secretary of the company, or   where there is no manager or secretary, by two directors of the company, one   of whom shall be the managing director where there is one. In case of an OPC  and small company, AR to be signed by a   Company secretary (CS), where there is no CS, by a practising company   secretaryFor listed companies, having   turnover and paid up capital as may be prescribed- By a Director and CS,   where there is no CS then by PCS.

In addition to this the PCS shall   also certify that the AR discloses the facts correctly and adequately and   that company has complied with all the provisions of the act.

Other Companies – by a director   and a CS, where there is no CS then by a PCS

92

Time limit for   filing AR Every company shall, within sixty   days from the day on which each of the annual general meetings referred to in   section 166 is held, prepare and file with the Registrar a return containing   the particulars specified in Part I of Schedule V, as they stood on that day,  Where AGM is held then within 30   days from the date of AGMWhere AGM is not held – within 30   days of the due date of the AGM along with reasons for not holding the AGM

92(3)

Consequences   for default  in filing AR
  1.   If a company fails to comply with   any of the provisions contained in section 159, 160 or 161. The company, and every   officer of the company who is in default, shall be punishable with fine which   may extend to [five hundred] rupees for every day during which the default   continues.
  2.   For the purposes of this section   and sections 159, 160 and 161, the expressions “officer” and   “director” shall include any person in accordance with whose   directions or instructions the Board of directors of the company is accustomed   to act
Filed between30 days – 300 days : additional   fees as per                 clause 403

Fails to file beyond the above   date:

the company  shall be punishable with fine not less than   Rs.50000 but which may extend upto Rs.500000 and

every officer of the company who   is in default shall be punishable not less than Rs.50000 but which may extend   upto Rs.500000 or with both

 

Additional disclosures in the   Board Report Section 217 – Disclosures in the   boards’ report
  •   Number of meetings of Board;
  •   Statement of declaration by   independent directors;
  •   Company’s policy on director   appointment /remuneration;
  •   Explanation on every qualification   made by PCS in his report;
  •   Particulars of loans, guarantee,   investment;
  •   Related party contracts;
  •   Implementation of risk management   policy;
  •   Policy developed on Corporate   Social Responsibility;
  •   Statement of formal evaluation of   the performance of the board and its committees in case of listed and public   companies, as may be prescribed

134

Directors’ responsibility   statement 217(2AA) ;Disclosures required on four   fronts:

  •   Applicable accounting standards followed;
  •   True and fair view of the   financials;
  •   Detecting and preventing fraud;
  •   Accounts on a going concern basis
Provides for   additional disclosures:In case of a   listed company:

a)          Directors have laid down internal financial   controls and they have been complied with;

b)          Directors have devised proper systems to   ensure compliance with the provisions of this Act, rules, and that such   systems were adequate and operating effectively.

134(5)

Report on AGMrequired to be submitted by listed

company

No provision existed provides that every listed company   shall prepare a report on each AGM and file a copy of the same with the ROC   within 30 days from the AGM

121

  1. XII.               Notices,   Meetings, Quorums, Voting, Resolutions, Minutes
No. of meetings In the case of every company, a   meeting of its Board of directors shall be held at least once in every three   months and at least four such meetings shall be held in every year Atleast 4 meeting should be held   each year.There is no requirement of holding   the meeting every quarter; the only requirement is that not more than 120   days shall elapse between two consecutive meetings.

173   (1)

 

Holding of   First AGM
  •   Company may hold its first annual   general meeting within a period of not more than eighteen months from the   date of its incorporation; and if such general meeting is held within that   period, it shall not be necessary for the company to hold any annual general   meeting in the year of its incorporation or in the following year
  •   that the Registrar may, for any   special reason, extend the time within which any annual general meeting (not   being the first annual general meeting) shall be held, by a period not   exceeding three months
To do away with 18 months timeline   in case of the 1st AGM

96

Timing of AGM 166(2)-Every annual general   meeting shall be called for a time during business hours, on a day that is   not a public holiday, and shall be held either at the registered office of   the company or at some other place within the city, town or village in which   the registered office of the company is situate. During the business hours between   9.00 to 6.00 – defined
AGM cannot be   called on which days AGM can be called on a day that is   not a public holiday, and shall be held either at the registered office of   the company or at some other place within the city, town or village in which   the registered office of the company is situate Can be called on a public holiday   but cannot be called on national holidays.National holidays means and   includes a day declared as such by the central govt.
Explanatory   statement in respect of material facts 173(2)- Where any items of   business to be transacted at the meeting are deemed to be special as   aforesaid, there shall be annexed to the notice of the meeting a statement   setting out all material facts concerning each such item of business, including   in particular the nature of the concern or interest, if any, therein, of   every director, and the manager, if any. Defines material facts to be set   out in the explanatory statement, namely, the   nature of the concern or interest, financial or otherwise, if any, in respect   of each item of every director and manager, every other KMP and relatives of   all the above and such other information and facts that may enable members to   understand the meaning, scope and implications of the items of business and   to take decision thereon

102

Quorum Section 174- Quorum was 5 members personally   present unless AoA provides for a bigger quorum. If Members on the date of meeting   is<1000          – 5 members personally present

1000-5000  – 15 members personally present

>5000          – 30 members personally present

103

Voting through electronic means No such provisions existed Central government may provide for   class companies which can provide for voting through electronic means

108

 Resolutions requiringSpecial notice Section 190-no criteria for voting   power or shares Such a notice can be given by such   number of members holding not less than 1% of the total voting power or   holding shares on which an aggregate sum of not less than Rs.100000 has been   paid up 

115

Gap between two boardMeetings Section 285 provided for one meeting to be held in every calendar   quarter. So one board meeting could be held in the first month of the quarter   and the next could be held in the last month of the next quarter, thereby a   gapof almost 6 months Provides that the gap between any two board meetings should not   exceed 120 days.For OPC: If OPC has more than one director, then at least one   meeting in each half of the calendar year and gap should not be less than 90   days between such meetings.

If OPC has only ONE director, no need to hold any board meetings.

173(1)

Directors’ participation by audio-visual means or video conferencing No such provision specifically existed.Companies used to resort to such mechanism for administrative   convenience however the director participating through audio/video   conferencing could not be counted for quorum. Specifically provides for directors attending the meetings even by   way of video conferencing/audio-visual conferencing.Such director to be counted for the purpose of quorum. Central Govt.   may notify such matters which shall not be dealt with in a meeting through   video conferencing or other audio-visual means 173(2)174(1)
Notice for board meetings (BM) Section 286 merely provided for notice of BMs to be given to   directors in writing but did not specify the length of such notice Provides for 7 days’ notice for BM.(can be electronic also) Shorter   consent possible if at least one independent director is present at such   meeting

173(3)

Withdrawal of Resolution by circulation Section 289 provided for passing of board resolutions by circulation   with no provision of withdrawal Clause 175 provides that if a demand is made by not less than 1/3rd   of Board of Directors (BOD) that resolution under circulation be decided at a   BM the chairman shall  circulation and   have the question decided at a BM

175

Tampering with  minutes No such provisions exist. Any person found guilty of   tampering any minutes of the proceeding of any meeting shall be punishable   with imprisonment which may extend upto two years and with fine which shall   not be less than Rs.25000 but which may extend to Rs.100000

118

  1. XIII.             Internal   Audit
Compulsory InternalAudit (IA) No such provision existed. Prescribed   companies to have an Internal Auditor to conduct IA, who can be a CA or ICWA   or such other professional as may be decided by the Board.CG may   prescribe rules for conduct and report of IA

138

  1. XIV.             Cost   Audit
Cost Audit Where in the opinion of the Central   Government it is necessary so to do in relation to any company required under   clause (d) of sub-section (1) of section 209 to include in its books of   account the particulars referred to therein, the  Central Government may, by order, direct   that an audit of cost accounts of the company shall be conducted in such manner   as may be specified in the order by an auditor who shall be a cost accountant   within the meaning of the Cost and Works Accountants Act, 1959 (23 of 1959) Instead   of company pertaining to any class of companies engaged in production,   processing, manufacturing or mining activities, the central government can   only direct cost audit to be conducted in such class of companies engaged in   the production of such goods or providing such services , which have the   prescribed networth or turnover and who has been directed to include the   particulars relating to the utilization of material or labour or to other   items of cost as may be prescribed in their books of account .No   approval is required of central government for the appointment of cost auditor   to conduct the cost audit.
  1. XV.               Statutory   compliance
Statutory recognition to   Secretarial Standards(SS) SS were recommendatory. It provides that every company   shall follow SSwith respect to General and Board   Meetings and

approved by the Central government

118

  1. XVI.             Transfer   to reserves
Transfer of specified % of profits   not exceeding 10% toReserves Section – 205Company could not transfer

more than 10% profits except in   accordance with the rules.

Company to use   its wisdom to decide % of profits to be transferred to reserves.Its no longer   mandatory for companies to transfer its profits to Reserves.

123

  1. XVII.          Dividends
Restriction on interimDividend introduced No such restriction existed. BOD to declare   interim dividend out of the surplus in the P&L a/c as well as the profits   for the financial year in which the interim dividend is sought to be   declared.In case of   loss, interim dividend rate not to exceed average dividends declared during   preceding three financial years

123(3)

Transfer of shares toInvestor Education &

Protection Fund (IEPF)

Only unclaimed dividend  to be transferred to IEPF Along with the unclaimed dividend,   the shares on which dividend is unclaimed, also to be transferred to the IEPF

124

Dividends No dividend shall be paid by a   company from its reserves other than free reserves

123

Claim from IEPF after 7 yrs No claim lied against the Fund or   the Company inrespect of individual

amounts which were unclaimed or   unpaid for a

period of seven years.

Claim of an investor over a   dividend not claimed for more than a period of 7 years not to be extinguished   and shall be entitled to refund in accordance with the rules
  1. XVIII.      Auditors
Rotation of StatutoryAuditors No such provision existed. Listed and   other prescribed companies not to appoint or re-appoint

  • an   individual auditor for more than one term of five years and
  •  an audit firm for more than two terms of   five consecutive years.

Members of a   company may resolve to rotate the audit partner every year to resolve to   conduct audit by more than one auditor.

Provisions   relating to voluntary rotation of auditing partner (in case of an audit firm)   modified to provide that members may rotate the partner ‘at such interval as   may be resolved by members’ instead of ‘every year’ proposed in the clause   earlier.

The limit in   respect of maximum number of companies in which a person may be appointed as   auditor is twenty companies.

139(2)

Re-appointment of statutory   auditors Board recommended the   re-appointment of retiring auditors and retiring auditors could be   re-appointed at the AGM. After the   expiry of term mentioned in previous point, there has to be a gap of 5 yrs   for reappointment after every cessation.Further in case   of an Audit firm, no other firm which has a common partner to the other audit   firm can be appointed as Statutory Auditors. Members can approve rotation of   audit partners and also appointment of joint auditors
5 years tenure for auditors Sec   224-Auditors could be appointed to hold office only upto the date of the next   AGM and could be reappointed thereat. Audit firm or   an individual including an LLP to be appointed for 5 yrs. i.e. to hold office   upto the date of the sixth AGM.Appointment of   auditors for five years shall be subject to ratification by members at every   Annual General Meeting.

139(1)

Automatic reappointment ofexisting Auditors, when not   appointed/ reappointed at the AGM Section   224(3)-provided   that if no Auditor was appointed/reappointed

at the   AGM, the Central Government could fill up the vacancy

existing auditors continue to be   the auditors of the company in such a scenario

139(10)

Time bound filling up of Casual   vacancy in theoffice of Auditors Section   224(6) -Casual   vacancy to be filled up by the Board. If due to resignation, then by the   members in their meeting. Casual vacancy to be filled up by   the Board within 30 days. If due to resignation, then by the Company in its   meeting within 3 months from the date of recommendation of the Board and such   auditor to hold office only upto the date of the next AGM

139(8)

Formation & Recommendations of Audit Committee for appointment   of auditors No such provision Existed
  •   Every Listed Company and such   other company as may be prescribed shall form Audit Committee comprised of   minimum 3 directors with majority of the Independent Directors and majority   of members of committee shall be person with ability to read and understand   financial statement.
  •   All the appointment of statutory   auditors including in case of casual vacancy shall be made after considering   the recommendations of

the Audit   Committee, where there is one.

139(1)

Auditor’s duties when they resign No such provision or requirement existed Retiring auditor to file a   statement with the ROC as well as the Company, within 30 days of resignation,   indicating reasons and other facts that may be relevant with regard to his   resignation

140(2)/(3)

Tribunal may direct company to change itsAuditors Section 224(7)provided for removal of auditors before the expiry of

their term, only with the prior approval of the Central

Government

Provides that   the Tribunal may, by

  • order, direct   the company to change its auditors on being satisfied that the auditors has   acted in a fraudulent manner or abetted or colluded in any

fraud

140(5)

Duties of auditor/secretarial auditor/cost auditor to report fraud   to the CG No such provision existed Auditors/CWA/CS to inform the   fraud to the CG within prescribed time and manner and the same shall not be   construed as breach of duty

143(12)-(14)

Limited LiabilityPartnership (LLP)

can act as an

Auditor

Section 226(3) –LLP was not to be treated as a Body Corporate for the limited   purpose of this section and hence could be appointed as an Auditor. Where a firm   including an LLP is appointed as an auditor of a company, only the partners   who areChartered   accountants shall be authorized to act and sign on behalf of the firm.

Multidisciplinary   partnership is allowed

141

141(1)

Auditor not torender certain

services

No such provision existed auditor not to   render directly or indirectly the following services to the company, its   holdingcompany or its   subsidiaries, or associate company:

  •   Accounting and book keeping   service; Internal audit;
  •   Design and implementation of any   financial information system;
  •    Actuarial services;
  •   Investment advisory services;
  •   Investment banking services;
  •   Rendering of outsourced financial   services;
  •   Management services; and
  •    Any other kind of consultancy services.

Provisions   relating to restrictions on non-audit services modified to provide that such   restrictions shall not apply to associate companies and further to provide   for transitional period for complying with such provisions.

144

Auditors’attendance at

AGM proposed to

be made

obligatory

Section 231-Provides for all notices of and other communication relating to general   meeting of a company to be forwarded to the Auditor. The Auditor was thus   entitled to but not obliged to attend any general meeting provides that auditor shall,   unless otherwise exempted by the Company, attend any general meeting, either   by himself or through his Authorized representative who is qualified to be an   auditor

146

Increasedaccountability

of auditors

Penalties were provided for violation of section 227 (dealing with   powers and duties of auditors) and section 229 (dealing with signature of   audit report). Meagre penalties of fine upto Rs. 10000 Penalties   significantly enhanced-fine not less than 25000 but extendable to Rs. 5   lakhs.Imprisonment   upto one year and fine in case there is an intention to deceive the company,   its shareholders or creditors.

Provisions   relating to extent of criminal liability of auditors particularly in case of   partners of an audit firm reviewed to bring clarity.

Further, to   ensure that the liability in respect of damages paid by auditor, as per the   order of the Court, (in case of conviction under Clause 147) is promptly used   for payment to affected parties including tax authorities,

Central   Government has been empowered to specify any statutory body/authority for   such purpose

147

  1. XIX.             Nomination & Remuneration committee
Nomination & Remuneration Committee and Stakeholders’   Relationship Committee A mention of Remuneration committee was made only in the Schedule   XIII Provides for mandatory constitution of Nomination and Remuneration   Committee and Stakeholders’ Relationship Committee for prescribed companies.

178

  1. XX.                Prohibitions & Restrictions
Limit on political contribution by a nongovernment company Section – 293A upto 5 % of the average net profits for preceding   three financial years on authority of a Board Resolution. Limit enhanced to 7.5% from 5%. Political party defined as political   party registered under section 29A of the Representation of the People Act,   1951

182

New restrictions on non-cash transactions by directors No such provision existed A company shall NOT, subsidiary or associate, enter into specified   non cash transactions with its director or a director of its holding company   or person connected with him unless approved by the company in its general   meeting. Such transactions to be treated voidable

192 A

Prohibition on forwarddealings in securities of

company by a Key

Managerial Personnel

(KMP)

No such provision existed Prohibits a Director of a Company or aKMP to buy a right to call for delivery at a specified price and   within a specified time, of a specified number of relevant shares or   debentures, right to make delivery at a specified price and within a   specified time, of a specified number of relevant shares or debentures

194

Prohibition on InsiderTrading of Securities No such provision existed Makes insider trading by a Director or aKMP, a criminal offence. Communication in the ordinary course of   business, profession or employment will not be treated as Insider Trading

195

  1. XXI.             Company Secretary
Functions of Company Secretary No such provision existed to report to the BOD, compliance with the Act, rules made there   under; To ensure that the company complies with the applicable SS; To   discharge such other duties, as may be prescribed.

205

  1. XXII.           Investigations
Serious Fraud Investigating Office (SFIO) No such provision existed statutory status to SFIO

211

Investigation report No such provision exists. Investigation report filed by SFIO with the court for framing of   charges shall be treated as a Report filed by a Police Officer. SFIO shall   have the power to arrest.

212

Penal provisions for misconduct In the process of the Investigation, Inquiry or inspection if any   person:

  •   destroy, mutilates or   falsifies or conceals or tamper or unauthorized removes or is a party to that   or any document relating to the property, assets or affairs of the Company or   body corporate or
  •   makes or is a party to   the making of any false entry in the document concerning the company or body   corporate or
  •   provides any false   information which he knows to be false

Then he shall be liable to punishment for imprisonment for a term   from 6 months to 10 years and shall also be liable to fine which shall not be   less than the amount involved in fraud but which may extent upto 3 times of   the amount of fraud.

229

Freezing of assets ofcompany on inquiry and

investigation

No such provision existed Clause 221 provides for freezing of assets of company on enquiry and   investigation

221

  1. XXIII.        Corporate Restructuring
Certification from Auditor No compromise or arrangement shall be sanctioned by the Tribunal   unless a certificate by the company’s auditor has been filed with the   Tribunal to the effect that the accounting treatment, if any, proposed in the   scheme of compromise or arrangement is in conformity with the accounting   standards prescribed under Clause 133.

230

Simplified procedure for compromise between small companies or   between Holding / subsidiary companies. No such provision existed Clause 233 provides simplified procedure for compromise 233
Cross Border Mergers No such provision existed Provides for cross border mergers where a foreign company may with   prior approval of RBI, merge or amalgamate in to a co. registered under this   Act or vice-versa.Payment of consideration to the shareholders of the merged company   in cash, or in Depository Receipts or partly by cash and Depository receipts

234

Squeeze out provisions No such provision existed Squeeze out provision means provisions which confer the acquirer   with a statutory right to squeeze out the minority, i.e. acquire minority shareholders   on the same terms when the acquirer’s shareholding crosses a certain high   percentage of the voting capital of the target company

236

Relief for past concluded acts of oppression This was not possible under section 397 of the Companies Act, 1956,   as the same provided only for the current affairs of the company Clause 241 uses the phraseology-“affairs of the company have been or   are being conducted/’’. Thus relief for past acts is possible

241

  1. XXIV.        Class action Suits
Class action by member/s, depositor/sor any class of them No such provision existed Provided for. Provisions relating to extent of criminal liability of   auditors particularly in case of partners of an audit firm reviewed to bring   clarity. Further, to ensure that the liability in respect of damages paid by   auditor, as per the order of the Court, (in case of conviction under Clause   147) is promptly used for payment to affected parties including tax   authorities, Central Government has been empowered to specify any statutory   body/authority for such purpose

245

Powers of registrar Registrar has the power to remove the name of a company from its   record under certain circumstances

248(5)

Approval In case of a company regulated under a Special Act, approval of the regulatory   body constituted or established under that Act shall also be obtained.

248(2)

  1. XXV.           Valuations
Registered valuers No such provision existed Wherever valuation is to be done of anyproperty, stocks, shares, debentures, securities or goodwill or net   worth of a company or of its assets, such valuation shall be done by a person   who is a registered valuer under this chapter and appointed by the Audit   Committee or in its absence by the BOD

247

  1. XXVI.        Winding up
Power of Registrar to remove name of a company from Register Section 560 provided for the ROC to suo moto strike off the company   as a defunct company if it has reasonable cause to believe that a company is   not carrying on its business or in operation. Section 560 provided for the ROC to suomoto strike off the company as a defunct company if it has   reasonable cause to believe that a company is not carrying on its business or   in operation.

247

Bar on company makingapplication to the ROC

for removal of its name

from register

No such provision existed Provides for situations ( in the previous 3 months) where such an   applications cannot be made:-            Name change/registered   office change;

–            Disposal for value of   property;

–            Engagement in any other   activity;

–            Made an application to   the Tribunal for compromise/arrangement;

–            Is being wound up

248(2)

Fraudulent applicationby company for removal

of name

No such provision existed Provides for management being responsible, jointly and severally, in   such a scenario to any person/s who incurred loss or damage and shall also be   liable to penal action. ROC may recommend prosecution of persons responsible   for filing of application for removal of name, fraudulently.

248(2)

Modes of winding up By court, under supervision of court and voluntary winding up   Voluntary could be members’ or creditors’ By the Tribunal and Voluntary.No such classification exists. Additional grounds for winding up by   Tribunal provided.

270-365

Limits for determininginability to pay debts Section 434-Any creditor indebted for more than Rs. 500/- Limit raised to Rs. 100,000/-
  1. XXVII.      Other legal provisions
Special Courts.  No such provision existed The Bill aims at setting up of special courts to try offences under   the Bill

435-446

Punishment for fraud Fraud not defined.Punishment for fraud not quantified or provided Fraud has been defined and penalty provided

447

Penalty for   obtaining name by providing wrong or incorrect  information No   recourse provided. If   company is not incorporated reserved name shall be cancelled after imposing a   penalty not exceeding Rs.100,000/-;if the company is incorporated the ROC may   give direction to change of name within 3 months by passing ordinary   resolution or make an application for winding up of the company

4(4),   4(5)

Power to remove difficulties Provisions in respect of removal of difficulty modified to provide   that the power to remove difficulties may be exercised by the Central   Government upto ‘five years’ (after enactment of the legislation) instead of   earlier upto ‘three years’. This is considered necessary to avoid serious   hardship and dislocation since many provisions of the Bill involve transition   from pre-existing arrangements to new systems.
  1. XXVIII.   National Financial reporting Authority
NACAAS – Constitution Section-210A. Constitution of National Advisory Committee on Accounting   standards.The Central Government may, by notification in the Official Gazette,   constitute an Advisory Committee to be called the National Advisory Committee   on Accounting Standards (hereafter in this section referred to as the   “Advisory Committee”) to advise the Central Government on the   formulation and laying down of accounting policies and accounting standards   for adoption by companies or class of companies under this Act. The name of NACAAS has been changed to National Financial ReportingAuthority (NFRA) and authority is to advise on matters related to   auditing standard in addition to accounting standards

The CG may prescribe the standards of accounting or any addendum thereto,   as recommended by the ICAI in consultation with and after examination of the   recommendations made by the NFRA

Powers:

ü  monitor and enforce the compliance with accounting and auditing   standards

ü  oversee the quality of service of the professions associated with   ensuring compliance with such standards

ü  have the power to investigate into the matters of professional or   other misconduct committed by any member or firm of chartered accountants and   impose penalties of not less than Rs. 1 lakhs in case of individuals and Rs.   10 Lakhs in case of firms and debar members/ firms for a period of 6 months   to 10 years.

132

Other related issues
  • The Advisory Committee shall give its recommendations to the Central   Government on such matters of accounting policies and standards and auditing   as may be referred to it for advice from time to time.
  • The members of the Advisory Committee shall hold office for such   terms as may be determined by the Central Government at the time of their   appointment and any vacancy in the membership in the Committee shall be   filled by the Central Government in the same manner as the member whose   vacancy occurred was filled.
  •  The non-official members of   the Advisory Committee shall be entitled to such fees, travelling, conveyance   and other allowances as are admissible to the officers of the Central   Government of the highest rank.]
  • · NFRA had jurisdictions over CAs, cost accountants, company   secretaries and any other profession as may be prescribed.
  • · Now, this Clause has been amended, NFRA to have jurisdiction over   only CAs. i.e., Professional misconduct of chartered accountants also comes under   NFRA.
  • · Where NFRA initiates an investigation, no other institute or body   shall initiate or continue any proceedings in such matters of misconduct
  • · Penalty increased
  • · Chairperson and members in Full Time Employment with NFRA shall not   be associated with any audit firm including related consultancy firms during the   course of their appointment and 2 years after ceasing to hold such appointment.
  • · The Director’s report for every company except for One Person   Company, shall provide various types of additional information like number of   meetings of the Board, Company’s policy on directors’ appointment and remuneration;   explanations or comments by the Board on every qualification, reservation or   adverse remark or disclaimer made by the Company Secretary in his secretarial   audit report, particulars of loans, guarantees or investments etc. (Clause   134)
  1. XXIX.         Schedules – Companies Act 2013
Schedule – I Sections 4 and 5
Schedule – II Useful Lives to Compute Depreciation
Schedule – III General Instructions for Preparation of Balance Sheet and Statement of   Profit and Loss of a Company
Schedule – IV Code for Independent Directors
Schedule – V Conditions to be fulfilled for the Appointment of a Managing or Whole   Time Director or a Manager without the approval of the Central Government
Schedule – VI Section 55 and 186 related to Infrastructure Projects
Schedule – VII Corporate Social Responsibility

  1. 4.       http://www.mca.gov.in/Ministry/pdf/The_Companies_Bill_2012.pdf  – Companies Act 2013
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