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The Companies Act 2013: An overview

S.No Agenda Action to be taken

1. Printing of new
Stationary of the

Disclosure of the following to display a board
outside the registered office and every office or
place in which business is carried out, on the
letterhead/bills or other official communications:
Name (including previous name for up to 2
years), registered address, Corporate Identity
Number(CIN), Telephone No., Fax No., website
address email address, if any;

Section 12 of the CO
ACT 2013
2. Resident
Every company to have compulsorily one
director who has stayed in India for at least 182
days in the previous calendar year.

Section 149 (3) of the
CO ACT 2013
3. Digital Signature
for all Proposed
Each proposed director is required to procure a
digital signature certificate applying for his DIN.
The DIN application prescribes for the proposed
director to digitally sign his/her application by
using his/her digital signature certificate.

Appointment and
qualification of
Directors) Rules 2014
4. Automatic
Vacation of the
office of
A Director who does not attend any
meetings of the Board in a year (with or
without leave of absence) will
automatically lose office.

Recognizing that Board positions are
held by employees, for the first time, the
New Act provides that an employee will
cease to hold Board position upon
separation of employment with the
Company as well as any affiliate
Company such as the holding or
subsidiary or any associate Company
Section167 of the CO
ACT 2013


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5. Board Meetings

New act allows participation of Directors
in Board Meeting through video
conferencing and through other audio
visual means by complying the
prescribed procedures;
At-least 7 days notice to be given for
Board meeting;
Notice of Board meeting may be given
by electronic mode;
Not more than 120 days shall be
intervene between 2 consecutive board
Participation through video conferencing
shall be counted for quorum;
The Rules provided certain matters
which cannot be dealt with in a meeting
through video conferencing or other
audio visual means.

Section173 of the CO
ACT 2013
6. Resolution by
Under the new Act, resolution by
circulation has to be approved if it is
consented by majority of directors in
contrast to corresponding provision of
the Old Act, which required consent of
all directors present in India or majority
by them.
Ratification of circular resolution shall be
noted at a subsequent board meeting and
shall be made part of the minutes of such
Board meetings.
Where more than1/3 of the total director
of the company requires, resolution to be
passed at a Board Meeting, the same
shall not be passed by circulation.

Section175 of the CO
ACT 2013

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7. Board Power New powers are added in the list of

powers which can be exercised by the
Board only by passing a resolution at
Board meeting such as:
issue of shares,
approval of financial statements,
diversification of the business of the
Company, takeover of other companies,
to approve amalgamation, merger or
Additionally, the restriction on the Board
to exercise certain powers without the
prior approval of the shareholders has
now been extended even to private
limited companies.
Now, certain Board resolutions are also
required to be filed with the ROC in form
MGT-14 within 30 days.

Section179 and Section
180 of the CO ACT
8. Loan to
No Company shall directly or indirectly
advance/give/provide to any of its director or to
any other person in whom director is interested:
1. any loan ( including loan represented by
book debts)
2. Guarantee
3. any security in connection with such loan
however this restriction is not applicable :
Loan given to MD/WTD as a part of
service extended by company to its entire
employee and pursuant to scheme
approved by members by special
Loan given in normal course of its
business and interest charged not less
than bank rate declared by RBI.
Transactions between holding company
and its wholly owned subsidiary
company provided such loans are utilized
by the subsidiary company for its
principal business activities.

Section 185 of the CO
ACT 2013
& Rule 10 of
Companies (Meetings
of Board and Its
Powers) rules 2014-
Chapter XII

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9. Loans and
Investments by
the Company
Inter Corporate Investment:
Inter-corporate investments not to be made
through more than two layers of investment
companies. However this is not applicable when:
Company acquires any Company which
is incorporated outside India. Such
Company has Investment Subsidiary
beyond Two layers as per the law of such
A subsidiary Company from having any
investment subsidiary for the purpose of
meeting of the requirement under any
law framed under any law for the time
being in force.
Limits for Loans /Guarantee
Company shall not directly or indirectly give:
any loan to any person or other body
give any guarantee or provide security in
connection with a loan to any other body
corporate or person and
acquire by way of subscription, purchase
or otherwise, the securities of any other
body corporate:
exceeding 60% of its paid-up share
capital plus free reserves plus securities
premium account, or
100% of its free reserves plus securities
premium account, whichever is more.
However transaction beyond above limits can be
done through prior approval of members by
passing a special resolution.
A register containing particulars of loan or
guarantee given or security provided or
investment made should be maintained by the
Section 186 of the CO
ACT 2013


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10. Financial year The 1956 Act provides companies to elect
financial year. The 2013 Act eliminates the
existing flexibility in having a financial year
different than 31 March. The 2013 Act provides
that the financial year for all companies should
end on 31 March, with certain exceptions
approved by the National Company Law
Tribunal. Companies should align the financial
year to 31 March within two years from 01 April

Section 2(41) of the
CO ACT 2013

11. Acceptance of de

Company cannot accept any kind of
deposit/unsecured loan other than its members
and from director during the tenure of his
Following compliance has to be followed in case
of outstanding deposits as on 31st March 2014
File a return of such deposits/loans till
30th J une 2014,
Repay all such deposits/loans on or
before 31st March 2015.

Section 73 of the CO
ACT 2013

12. Allotment of
The money payable on subscription of
subscription not to be made in cash.
The subscription amount shall be kept in
separate bank account with a scheduled bank.
Companies are required to allot shares within a
period of two months. And the share certificates
shall be issued within two months in the new
Form SH 1.

Section 42 of the CO
ACT 2013
13. Corporate Social
Every Company having:
Net worth of Rs 500 cr or more; or
Turnover of Rs 1000 cr or more: or
Net profit of Rs 5 cr or more
during any financial year than
Compliance for CSR policy formation, spending
and reporting need to be complied with.

Section 135 of the CO
ACT 2013


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14. Consolidated
The 2013 Act now mandates consolidated
financial statements (CFS) for any company
having a subsidiary or an associate or a joint
venture, to prepare and present consolidated
financial statements in addition to standalone
financial statements.
Section 129 of the CO
ACT 2013

15, Obligation to ind
icate DIN

Every person or Company should mention the
DIN in all forms, information or particulars
which relates to the director or containing any
reference of any director while furnishing the

Section 158 of the CO
ACT 2013

16. Provisions on
fraud prevention
Fraud and
obligations and
Punishment for
If the statutory auditor detects any fraud in the
Company, he is to mandatorily report the same
directly to the authorities. If any loss has
occurred due misleading or incorrect statements
in the audit reports, the auditor has to pay
damages to the other concerned stakeholders and
statutory bodies. If the auditor has acted in a
fraudulent manner or colluded with Companys
management, then the partners concerned and
the audit firm will have joint and several

The New Act imposes very strict punishment on
persons involved in perpetrating a fraud in a
Company. The prescribed punishment is (i)
imprisonment for a term not less than six months
which may extend to ten years along with (ii)
fine being not less than the amount involved in
the fraud and which may extend to three times
the amount involved.

Section 143 of the CO
ACT 2013

Section 447 of the CO
ACT 2013

17. Legal
recognition to
other forms of
For the first time, the New Act recognizes
certain additional categories of companies such
as One Person Company (similar to
proprietary firm but these can be formed only
by an Indian citizen and resident), Small
Company (which has paid in share capital and
turnover less than the prescribed thresholds and
are hence exempted from certain compliances
under the New Act) and Dormant Company
(which can be formed for a future project, to
hold assets/intellectual property, etc., subject to
undertaking certain basic compliances).


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18. Additional
disclosures in
annual return
The annual return to be filed every year with the
ROC after the Annual General Meeting
(AGM) should have additional disclosures on
the Board and shareholders meetings held in that
year along with attendance details of the
participants, the remuneration paid to directors
and key managerial personnel, etc. Additionally,
the annual return should be signed by the CS of
the Company or in his/her absence, by a CS in
private practice.
Section 92 of the CO
ACT 2013

19. Certification of Forms
Registrar of Companies is empowered by Companies (Registration offices and Fees) Rules
2014 to examine the applications, forms, filed by companies. As per the new forms introduced
by the Ministry duty of the professionals on certification of forms has been taken away to
some extent since the certification of professionals is required for only few forms. With this
change responsibility of a Director or Key Managerial Person is increased as the Forms are
required to be signed by them.

As per Rule 8 (7) it shall be the sole responsibility of the person signing the form and also the
professional who is certifying the Forms to ensure that all the requirements of the Act are
complied with and all attachments made to the forms are also in accordance with the Act and
Rules applicable.

If at any instance the form file contains any wrong statements or misleading statements or
omission of material fact, person signing the Form is liable for penalty under section 448 and
449 of the Act and the digital signature of the person who has signed will be blocked by the
Central Government till a final decision is reached. the forms which are file for mere
intimation purpose to Registrar such forms will be approved automatically on filing the Form
and Registrar can suo moto or on receipt of compliant at any time verify the contents of the
form and if the form is found to be defective then an intimation will be sent the last available
e-mail id or such communication address to file a fresh form within 30 days. If the company
does not file a fresh form then the old form will be treated as invalid.