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«Corporate Laws & Corporate Governance Committee THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA (Set up under an Act of Parliament) NEW DELHI Series- ...»

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Series- 1/2014



The Companies Act, 2013


Rules thereon

Corporate Laws & Corporate Governance Committee


(Set up under an Act of Parliament)


Series- 1/2014



The Companies Act, 2013


Rules thereon

Corporate Laws & Corporate Governance Committee


(Set up under an Act of Parliament) New Delhi Disclaimer: The series of Bulletins is based on the Companies Act 2013, Rules, Circulars, Notifications as notified by the Ministry of Corporate Affairs from time to time. The Institute of Chartered Accountants of India does not own the responsibility for any error or omission. The users are advised to cross check with the original Act, Rules, Circulars, Notifications, and Amendments before acting upon this series of Bulletins.

Source: www.mca.gov.in Website: www.icai.org E-mail: clcgc@icai.in Committee: The Corporate Laws & Corporate Governance Committee Messages “ICAI has been continuously taking steps to make the implementation of Companies Act, 2013 easier for the members and to keep them updated with the latest developments related to Companies Act, 2013. I congratulate the Chairman and the members of the Corporate Laws & Corporate Governance Committee for their continuous initiatives for the benefit of the members.

Moving ahead, another important initiative is the release of a series of Bulletins on the Companies Act, 2013 and Rules thereunder. This series of Bulletins would be immensely beneficial for the members.” CA. K. Raghu President ICAI “In the recent years business organisations are facing highly dynamic environment wherein rules of accounting, auditing and governance are being rewritten. A paradigm shift in the management of companies happened with the enactment of the Companies, 2013. It is a rule based Act wherein the Government is frequently releasing Circulars and Notifications. This series of Bulletins will help the members to remain current and use the knowledge in their professional lives.” CA. Manoj Fadnis Vice President, ICAI “We have been striving to update the member

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“I am very happy to announce that the Corporate Laws & Corporate Governance Committee of ICAI is coming out with a series of bulletins on the new Companies Act, 2013 and Rules thereunder. The series would cover summary of Circulars, Notifications, Amendment in the Rules, Removal of Difficulty Orders and other important developments that members of the profession should know in their day to day workings. No doubt this will help the members in keeping them aware of the current developments that are taking place in the Companies Act, 2013.” CA. Nilesh Vikamsey Vice Chairman, CL&CGC, ICAI Introduction The Ministry of Corporate Affairs has notified 98 sections of the Companies Act 2013 and made applicable from 12th September, 2013 and Section 135 and Schedule VII of the Companies Act alongwith the Rules pertaining to that section were notified in February,

2014. In addition to that, 183 sections and 13 sub- sections of the already notified sections and rest of the schedules of the Companies Act, 2013 have been notified by the Ministry on 26th March, 2014 and are made applicable from 1st April, 2014. As of now a total of 282 sections stand notified.

The Ministry of Corporate Affairs is bringing out regularly Notifications, Circulars, Amendment in the Rules, Companies (Removal of Difficulty) Orders etc. With a view to help members of ICAI to be updated with the new developments on the Companies Act, 2013, the Corporate Laws & Corporate Governance Committee has planned to bring out a series of Bulletins on the subject.

Summary of Notifications Issued by the Ministry of Corporate Affairs till August, 2014

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Section 3- Formation of company Section 4- Memorandum Section 5- Articles Section 6- Act to override memorandum, articles, etc.

Section 7- Incorporation of company (Except subsection (7)) Section 8- Formation of companies with charitable objects, etc. (Except sub-section (9)) Section 9- Effect of registration Section 10- Effect of memorandum and articles Section 11- Commencement of business, etc Section 12- Registered office of company Section 13- Alteration of memorandum Section 14- Alteration of articles (Except second proviso to sub-section (1) and sub-section (2)) Section 15- Alteration of memorandum or articles to be noted in every copy Section 16- Rectification of name of company Section 17- Copies of memorandum, articles, etc., to be given to members Section 18- Conversion of companies already registered Section 20- Service of documents

Chapter III -Prospectus and Allotment ofSecurities

Section 23- Public offer and private placement- Clause (b) of Sub- Section (1) and Sub- Section (2) Section 25- Document containing offer of securities for sale to be deemed prospectus – Sub- Section (3) Section 26- Matters to be stated in prospectus Section 27- Variation in terms of contract or objects in prospectus Section 28- Offer of sale of shares by certain members of company Section 33- Issue of application forms for securitiesSub- Section (3) Section 35- Civil liability for mis-statements in prospectus- Clause (e) of Sub- Section (1) Section 39- Allotment of securities by company- SubSection (4) Section 40- Securities to be dealt with in stock exchanges- Sub- Section (6) Section 41- Global depository receipt PART II.—Private placement Section 42- Offer or invitation for subscription of securities on private placement

11Chapter IV -Share Capital and Debentures (43 -72)

Section 43- Kinds of share capital Section 46- Certificate of shares Section 47- Voting rights Section 52- Application of premiums received on issue of shares.

Section 53- Prohibition on issue of shares at discount.

Section 54- Issue of sweat equity shares.

Section 55- Issue and redemption of preference shares (Except sub-section (3)) Section 56- Transfer and transmission of securities Section 61- Power of limited company to alter its share capital (except proviso to clause (b) of sub-section (1)) Section 62- Further issue of share capital (except subsections (4) to (6)) Section 63- Issue of bonus shares Section 64- Notice to be given to Registrar for alteration of share capital Section 67- Restrictions on purchase by company or giving of loans by it for purchase of its shares.

Section 68- Power of company to purchase its own securities Section 70- Prohibition for buy-back in certain circumstances- Sub-Section (2)) Section 71- Debentures (except Sub-Sections (9) to (11)) Section 72- Power to nominate CHAPTER V- Acceptance of Deposits by Companies (73 - 76) Section 73- Prohibition on acceptance of deposits from public.

Section 74- Repayment of deposits, etc., accepted before commencement of this Act. (only Sub section 1) Section 76- Acceptance of deposits from public by certain companies Chapter VI -Registration of Charges (77 - 87) Section 77- Duty to register charges, etc.

Section 78- Application for registration of charge.

Section 79- Section 77 to apply in certain matters.

Section 80- Date of notice of charge.

Section 81- Register of charges to be kept by Registrar.

Section 82- Company to report satisfaction of charge.

Section 83- Power of Registrar to make entries of satisfaction and release in absence of intimation from company.

12 Section 84- Intimation of appointment of receiver or manager.

Section 85- Company's register of charges.

Section 87- Rectification by Central Government in register of charges.

Chapter VII -Management and Administration (88 - 122) Section 88- Register of members, etc.

Section 89- Declaration in respect of beneficial interest in any share.

Section 90- Investigation of beneficial ownership of shares in certain cases.

Section 92- Annual return.

Section 93- Return to be filed with Registrar in case promoters' stake changes.

Section 94- Place of keeping and inspection of registers, returns, etc.

Section 95- Registers, etc., to be evidence.

Section 96- Annual general meeting.

Section 100- Calling of extraordinary general meetingSub- Section (6) Section 101- Notice of meeting Section 105- Proxies- Third and Fourth proviso to SubSection (1) and Sub-Section (7) Section 108- Voting through electronic means.

Section 109- Demand for poll.

Section 110- Postal ballot.

Section 115- Resolutions requiring special notice.

Section 117- Resolutions and agreements to be filed Section 118- Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.

Section 119- Inspection of minute-books of general meeting (except sub-section (4)) Section 120- Maintenance and inspection of documents in electronic form.

Section 121- Report on annual general meeting.

Section 122- Applicability of this Chapter to One Person Company Chapter VIII -Declaration and Payment of Dividend (123 - 127) Section 123- Declaration of dividend.

Section 126- Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

Chapter IX -Accounts of Companies (128 - 138) Section 128- Books of account, etc., to be kept by 13 company.

Section 129- Financial statement.

Section 134- Financial Statement, Board Report, etc Section 136- Right of member to copies of audited financial statement Section 137- Copy of financial statement to be filed with Registrar Section 138- Internal Audit Chapter X – Audit and Auditors (139 - 148) Section 139- Appointment of auditors.

Section 140- Removal, resignation of auditor and giving of special notice (except second proviso to sub-section (4)) and (Sub-section (5)) Section 141- Eligibility, qualifications and disqualifications of auditors.

Section 142- Remuneration of auditors.

Section 143- Powers and duties of auditors and auditing standards.

Section 144- Auditor not to render certain services.

Section 145- Auditors to sign audit reports, etc.

Section 146- Auditors to attend general meeting.

Section 147- Punishment for contravention.

Section 148- Central Government to specify audit of items of cost in respect of certain companies

Chapter XI -Appointment and Qualifications ofDirectors (149 - 172)

Section 149- Company to have Board of Directors.

Section 150- Manner of selection of independent directors and maintenance of data bank of independent directors.

Section 151- Appointment of director elected by small shareholders.

Section 152- Appointment of directors.

Section 153- Application for allotment of Director Identification Number.

Section 154- Allotment of Director Identification Number.

Section 155- Prohibition to obtain more than one Director Identification Number.

Section 156- Director to intimate Director Identification Number.

Section 157- Company to inform Director Identification Number to Registrar.

Section 158- Obligation to indicate Director Identification Number.

Section 159- Punishment for contravention.

Section 160- Right of persons other than retiring directors to stand for directorship.

14 Section 161- Appointment of additional director, alternate director and nominee director.

Section 164- Disqualifications for appointment of director.

Section 165- Number of directorships.

Section 166- Duties of directors.

Section 167- Vacation of office of director.

Section 168- Resignation of director Section 169- Removal of directors (except sub-section (4)) Section 170- Register of directors and key managerial personnel and their shareholding.

Section 171- Members' right to inspect.

Section 172- Punishment

Chapter XII -Meetings of Board and its Powers(173 - 195)

Section 173- Meetings of Board.

Section 174- Quorum for meetings of Board.

Section 175- Passing of resolution by circulation.

Section 177- Audit committee.

Section 178- Nomination and remuneration committee and stakeholders relationship committee.

Section 179- Powers of Board.

Section 184- Disclosure of interest by director.

Section 186- Loan and investment by company.

Section 187- Investments of company to be held in its own name.

Section 188- Related party transactions.

Section 189- Register of contracts or arrangements in which directors are interested.

Section 190- Contract of employment with managing or whole-time directors.

Section 191- Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.

Section 193- Contract by One Person Company.

Chapter XIII -Appointment and Remuneration ofManagerial Personnel (196 - 205)

Section 196- Appointment of managing director, wholetime director or manager.

Section 197- Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

Section 198- Calculation of profits.

Section 199- Recovery of remuneration in certain cases.

Section 200- Central Government or company to fix limit with regard to remuneration.

Section 201- Forms of, and procedure in relation to, 15 certain applications.

Section 203- Appointment of key managerial personnel.

Section 204- Secretarial audit for bigger companies.

Section 205- Functions of company secretary.

CHAPTER XIV- Inspection, Inquiry and Investigation- (206 - 229) Section 206- Power to call for information, inspect books and conduct inquiries.

Section 207- Conduct of inspection and inquiry.

Section 208- Report on inspection made.

Section 209- Search and seizure.

Section 210- Investigation into affairs of company.

Section 211- Establishment of Serious Fraud Investigation Office.

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