Companies Act - Relevant Sections - With Clarifications

The Companies Act, 2013 is passed by the Parliament and assented to by the President of India on the 29 th August, 2013.
The rules in respect

of most of the Chapters of the Companies Act, 2013 have already been notified by the Ministry of Corporate Affairs.
It has been decided to enforce the provisions of the new legislation in phases and accordingly, notifications for implementation of 283 Sections
of the new Act with effect from 1st April 2014 have been issued by the Ministry as on 26th march, 2014.
Brief description of some of the Sections/ Rules of new Companies Act, 2013 as may be applicable to a listed Company
S No.
Heading
Section of companies
Act, 2013
Corresponding
Section
of
Companies
Act,
1956
(Old Act)
Associate Company
Section 2(6)
New definition
Auditing Standard
Section 2 {7}
New Definition
Brief particulars of Section
A company is an associate company of the

other, if the other company has significant
influence over such company (not being a
subsidiary) and includes a joint venture
company.
Significant influence means control of at
least 20 per cent of total share capital of a
company (shares held in fiduciary capacity
excluded) or of business decisions under an
agreement.
Every auditor shall comply with auditing
standards.
Section
Notified
Yes
Yes
Financial Year
Section 2{41}
2{17}
With the intention to have an uniformity in

financial year, the term financial year is
redefined.
Financial year for all the companies now
will begin on 1st April and end on 31st
March.
Yes
Independent Director
Section 2{47}
New Definition
Independent
director
means
an
independent director referred to in subsection (5) of section 149. This is to
remove any ambiguity as it was not defined
in the old Act. Earlier & new Clause 49 of
listing agreement provides for this.
Yes
Key
Managerial
Personnel
Section 2 {51}
New Definition
Key Managerial Personnel, in relation to a

company, means
Yes
Managing Director
Section 2 {54}
Section 2 {26}
(i) the Chief Executive Officer or the

managing director, or the manager;
(ii) the company secretary;
(iia) the whole-time director
(iii) the Chief Financial Officer ; and
(iv) such other officer as may be
prescribed;
Means a director who, by virtue of the
articles of a company or an agreement with
the company or a resolution passed in its
general meeting, or by its Board of
Directors, is entrusted with substantial
powers of
management of the affairs of the company
and includes a director occupying the
position of managing director, by whatever
name called.
Routine administrative acts etc are not
substantial powers.
Yes
Officer in default
Section 2{60}
Section 5
The definition has been modified to

include Key Managerial Personnel;
Yes
Knowledge attributability / consent would

also
be
determining
factor
while
determining whether a person is officer in
default or not.
The share transfer agents, bankers,
registrars and merchant bankers to the
issue or transfer have also been made
liable as officer in default, in respect of the
issue or transfer of any shares of a
company.
8
Private Company
Section 2{68}
Section 3[1} {iii}
The requirement of a private company

having minimum paid-up capital of one
lakh rupees has been retained. Number of
members has been increased from 50 to
200 and restriction to invite public to
subscribe shares or debentures has been
extended to include all type of securities.
Yes
Promoter
Section 2{69}
New Definition
promoter means a person
Yes
(a) who has been named as such in a

prospectus or is identified by the company
in the annual return referred to in section
92; or
(b) who has control over the affairs of the
company, directly or indirectly whether as a
shareholder, director or otherwise; or
(c) in accordance with whose advice,
directions or instructions the Board of
Directors of the company is accustomed to
act:
Provided that nothing in sub-clause (b) and
(c) shall apply to a person who is acting
merely in a professional capacity;
10
Public Company
Section 2{71}
Section 3{1} {iv}
The requirement of public company having

minimum paid-up capital of five lakh
rupees has been retained.
It has been clearly provided that subsidiary
of public company shall be deemed to be
public company even if it continue to be
private company in its Articles.
Yes
11
Related party
2{76}
New Definition
The definition has been inserted for the

first time with very broad scope:-
Yes
related party, with

company, means
reference
to
(i) a director or his relative;

(ii) Key
relative;
managerial
personnel
or
his
(iii) a firm, in which a director, manager or

his relative is a partner;
(iv) a private company in which a director
or manager or his relative is a member or
director;
(v) a public company in which a director or
manager is a director and holds along with
his relatives, more than two per cent. of its
paid-up share capital;
(vi) any body corporate whose Board of
Directors, managing director, or manager is
accustomed to act in accordance with the
advice, directions or instructions of a
director or manager;
(vii) any person on whose advice,
directions or instructions a director or
manager is accustomed to act:
Provided that nothing in sub-clauses

(vi) and (vii) shall apply to the advice,
directions or instructions given in a
professional capacity;
(viii) any company which is
12
Relative
Section 2(77)
Section 2(41)
(A) a holding, subsidiary or an associate

company of such company;
or
(B) a subsidiary of a holding company to
which it is also a subsidiary:
(ix) such other person as may be
prescribed;
Relative with reference to any person,
means anyone who is related to another,
if
(i) they are members of a Hindu Undivided
Family;
(ii) they are husband and wife; or
(iii) one person is related to the other in
such manner as may be prescribed;
In terms of the (Specification of definitions
details) Rules, 2014, following persons
have been further prescribed who shall be
deemed to be the relative of another:
(1) Father (including step-father)
(2) Mother(including step-mother)
(3) Son ( including the step-son)
(4) Sons wife.
(5) Daughter.
(6) Daughters husband.
(7)Brother( including the step-brother);
(8) Sister (including the step-sister)
Yes
13
Small Company
Section 2(85)
New definition
A company other than a public company

having a paid-up share capital of which
does not exceed rupees fifty lakh or such
higher amount as may be prescribed not
exceeding rupees five crore or turnover of
which as per its last profit and loss account
does not exceed rupees two crore or such
higher amount as may be prescribed not
exceeding rupees twenty crore.
Yes
Not applicable on holding and subsidiary

companies/ Section 8 companies {Non
Profit Making Organization} / companies
governed under Special Act.
14
Holding company
Subsidiary Company
Section 2 {46}
and 2 {87}
Section 4
Holding company in relation to one or more

other companies, means a
company of which such companies are
subsidiary companies;
Subsidiary, in relation to any other
company :(that is to say the holding company),
means a company in which the holding
company
(i) controls the composition of the Board of
Directors; or
(ii) exercises or controls more than onehalf of the total share capital
either at its own or together with one or
more of its subsidiary companies:
However
such
classe/s
of
holding
companies as may be prescribed
shall not have layers of subsidiaries beyond
such numbers as may be prescribed. { Not
yet implemented}
Foreign company can have public or private
Indian
subsidiary.
Existing
Indian
subsidiary can continue.
Yes
Except
proviso
section
{87}
to
2
15
Whole
Time
Director
Section 2{94}
16
Incorporation
of Companies
Section
Formation
Companies
3of
New definition
Whole Time directors includes a director in

the whole time employment of the
Company
Yes
Section 12
Public, Private and One Person Company

can be formed. Company can be Limited
by Shares, Guarantee or an Unlimited
Company
Yes
The new concept of One person Company

(OPC) has been introduced.
17
Section
Memorandum
4-
Sections 13, 14, 20

and 23
Memorandum of OPC shall indicate the

name of a person, who will become
member in the event of death of the
single person. Prior written consent shall
be taken from the person whose name
would be mentioned in the Memorandum.
The object clause of a company requires
classification as: (a) object for which the
Company is proposed to be incorporated,
and (b) any matter considered necessary
in furtherance thereof;
(Companies {Incorporation} Rules, 2014
have been prescribed.)
Powers under Section 4(2) regarding
determination of name whether desirable
or undesirable delegated to RoC)
Yes
18
Articles
of
Association and
that Companies
may
have
provision
for
entrenchment
therein
Section 5(3)
New Provision
The Articles may contain provisions for

ENTRENCHMENT to the effect that
specified provisions of the articles may be
altered only if conditions or procedures as
that are more restrictive than those
applicable in the case of a Special
Resolution, are met or complied with.
Yes
This provision shall only be made either on

the formation of the Company or on
amendment in the articles agreed by all
the members in Private Companies and by
passing Special Resolution in Public
Companies
Where Articles contains the provision for
entrenchment then specific notice of such
provision is to be given to the Registrar.
have been prescribed)
19
Commencement
of business
Section 11
Section 149
A public as well as a private company

having share capital need to obtain
certificate of commencement of business.
20
Charitable
Company
Section 8
Section 25
Central Government {CG} has the power

to register and issue license to an AOP as
limited company having charitable objects
to promote commerce, art, science,
sports, education, research, social welfare,
religion, charity etc., without adding to its
name the words Limited or Private
Limited. CG can revoke the license. Both
M & A will need prior approval of CG for
alteration.
have been prescribed )
-Powers under Sections 8(4)(i) (for
alteration of MoA in case of conversion
Yes
21
Registered
office
Section 12
Sections 17A, 146

and 147
into another kind of company) and 8(6)

regarding revocation of license delegated
to Regional Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmedabad, Hyderabad
and Shillong and powers under Sections
8(1) regarding issue of liecence, 8(4)(i)
(except for alteration of MoA in case of
conversion into another kind of company)
and 8(5) registration of another kind of
company under Section 8 delegated to
Registrar of Companies
Company shall, on and from the 15th day
of its incorporation and at all times
thereafter have a Registered Office
capable of receiving and acknowledging all
communications and notices as may be
addressed to it.
Company is required to furnish to the
Registrar verification of its Registered
Office within 30 days of its incorporation in
the prescribed manner.
Company is required to print Corporate
Identification Number {CIN} along with its
telephone number, fax number, e-mail
and website addresses on all its business
letters, billheads and letter and in all its
notices and other official publications.
Where a company has changed its
name(s) during the last two years, it shall
paint or affix or print at its Registered and
other officers and other stationery, along
with its name, the former name or names
so changed during the last two years.
Notice of change after incorporation,
verified in the manner prescribed, shall be
given to the Registrar, within 15 days of
the change who shall record the same.
Yes
22
Alteration
of
Memorandum
and Articles
Section 13 & 14
Section 16,
21, & 31
18,
Company may alter its Memorandum by

Special Resolution and need approval of
CG for change of name, change of
registered office from one state to
another, however for change of objects
where the company has raised money
through prospectus will need special
Resolution and there will be right to the
dissenting shareholders to exit.
Yes
Company may alter its Articles by way of

Special Resolution for conversion of :
a.
Private
Company
into
Public
Company
b. Public Company into Private Company
{with approval of Tribunal} {ROC has
the powers }
Copy of altered Articles to be filed with
Registrar within 15 days
Companies {Incorporation} Rules, 2014
have been prescribed
23
Service
Documents
of
Section 20
Sections
and 53
51,
52
Powers for rectification of the name of the

Company under Section 16 delegated to
Regional Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmedabad, Hyderabad
and Shillong
A document may be served upon a
Company or its officers by registered
post/speed post/courier service / leaving it
at the Registered Office or by means of
electronic transmission {Facsimile/ E-mail
etc. and such other communication whose
records are capable of retention, retrieval
and review}_.
A document may be served upon a
Registrar or members by registered post/
speed post/ courier service /leaving it at
his Office/Address or by means of
Yes
electronic transmission {Facsimile/ E-mail

etc. and such other communication whose
records are capable of retention, retrieval
and review}_
Fee for servicing the documents on
members by any particular mode as
requested by the concerned member, may
be determined by the Company in its
Annual General Meeting.
Courier means a document sent through a
courier which provides proof of delivery.
Companies {Incorporation} Rules, 2014
have been prescribed
24
Authentication
of Documents,
Proceedings
and Contracts
Section 21
Section 54
25
Public Offer and

Private
Placement
Sections 23 & 42
New Provision
Section 67
Any document or proceeding requiring

authentication by the Company or
contracts entered into by or on behalf of
the Company may be signed by any Key
Managerial Personnel, or officer of the
Company duly authorized by the Board in
this behalf.
& (1) A
public
company
may
issue
securities(a)
to
public
through
prospectus; or (b) through private
placement or (c) through a rights issue
or a bonus issue in accordance with the
provisions of the Act and in case of a
listed company or a company which
intends to get its securities listed also
in accordance with the provisions of the
Securities and Exchange Board of India
Act, 1992 and the rules and regulations
made there under.
(2)
A private company may issue

securities(a) by way of rights issue or
bonus issue in accordance with the
provisions of this Act; or (b) through
private placement by complying with
the provisions mentioned in the Act.
Yes
Yes
Private placement of all securities covered

: to select group of persons, by issue of
Letter of Offer, to prior recorded names,
to maximum 50 persons or as may be
prescribed, payment through banking
channels, allotment within 60 days of
receipt of application money, and filing
return with Registrar.
(Companies {Prospectus & Allotment of
Securities } Rules, 2014 have been
prescribed)
26
Issue of share
certificate
Section 46
Section 84
Certificates issued under the Common

Seal of the Company / held in the
depository form shall be the prima facie
evidence for the title to such shares.
(Companies {Share Capital & Debentures
} Rules, 2014 have been prescribed)
Yes
27
Issue
and
Redemption
of
Preference shares
Section 55
Section 80
Irredeemable Preference shares cannot

be
issued.
Company
may
issue
preference shares which are liable to be
redeemed within a period exceeding
twenty years from the date of their issue
for infrastructure projects, subject to the
redemption of certain percentage on a
annual basis at the option of such
preferential shareholders.
Yes, sub section {3} not

yet notified
where company cannot
redeem
preference
shares
28
Transfer
Transmission
Securities
Section 56
Sections 108,
109,110,113 and
109B
All securities are now covered under the

new Companies Act against just shares or
debentures as was the case in the
Companies Act, 1956. In case of the
transfer request only by the transferor for
partly paid up shares, notice of such
request needs to be sent to the
transferee and no objection should be
given by the transferee within two weeks
from the receipt of such Notice.
Yes
and
of
Share certificates shall be issued within

two
months
from
the
date
of
incorporation.
Legal Representative of a deceased

person can transfer any security or
interest owned by the deceased member.
Instrument of transfer shall be delivered
within 60 days of its execution to the
company irrespective of nature of
company instead of 12 months or book
closure whichever is later {Listed
Company} and 2 months {Private
Company}. After 60 days or where
transfer deed is lost, the company will
register transfer subject to indemnity.
Instrument of transfer executed before 14-2014 can be accepted by a company if
lodged within the prescribed time as per
Cos Act 1956.
Time
period
for
issue
of
Share
Certificate(s) has been reduced as
follows:
In case of Allotment: from 03 Months to
02 Months
In case of Transfer and Transmission:
from 02 Months to 01 Month.
29
Power of Limited
Company to Alter
its Share Capital
Section 61
Section 94
(Companies {Share Capital & Debentures

} Rules, 2014 have been prescribed)
Alteration of capital clause in the
memorandum by way of increase/
consolidation/ division/ conversion of fully
paid up shares into stock or its
reconversion/ cancellation of shares not
agreed to be taken by any person, can be
done in the General Meeting, if so
authorized by the Articles.
Consolidation and division which results
in changes in the voting percentages of
shareholders shall take effect after prior
permission of Tribunal.
Yes
{Except
Proviso
to
Clause
(b)
of
SubSection (1)} regarding
approval of tribunal for
change
in
voting
percentage
by
consolidation/division.
30
Further Issue
Share Capital
of
Section 62
Section 81
Company has the power to increase its

subscribed capital by issue of further
shares subject to such condition as
prescribed. Offer of shares to existing
equity shareholders
Yes
{Except Sub-Section (4)
to
(6)}
regarding
conversion
of
loan/
debentures into Shares.
Section related to further issue of capital

will now be applicable on all types of
Companies.
Apart
from
the
existing
equity
shareholders, the Company may also
offer shares to the employees by way of
ESOPs subject to the approval of
shareholders by way of Separate Special
Resolution subject to such conditions as
may be prescribed.
If shares are being offered to persons
other than existing Shareholders or
employees by way of ESOP, either in cash
or other than cash, then the price shall be
arrived at, based on the Report of the
Registered Valuer subject to such
condition as may be prescribed.
Price should not be less than valuation
report.
(Companies
Debentures}
prescribed.)
31
Issue
Shares
of
Bonus
Section 63
New Provision
{Share
Capital
&
Rules 2014 have been
Company may issue fully paid up Bonus

shares to its members out of its reserves,
the Securities Premium Account, or the
Capital Redemption Reserves Account.
The Bonus shares shall not be issued in
lieu of dividend as mentioned SEBI
(ICDR) Regulations.
(Companies
Debentures}
prescribed)
{Share
Capital
&
Yes
32
Restriction
on
purchase of its own
shares
by
a
company, its power
to Buy Back its own
Securities
Section 67 , 68 &
69
Section 77 &77A
Company cannot purchase its own shares

subject to certain exceptions like giving
loans to employees [not directors or KMP]
for which disclosure has to be made in
Boards Report.
Yes
Company may buy back its own shares/

specified securities out of its free
reserves, the Securities Premium Account
or the proceeds of the issue of any shares
or other specified securities if the same is
authorized by the Articles of Association
and by the members (by way of Special
Resolution)
and after satisfying other
conditions as laid down under the Act,
Where buy back is effected an equal
amount has to be transferred to capital
redemption reserve account.
Debentures
Section 71
Section
117,
117A,
117B,
117C , 118, 119,
& 122
(Companies
{Share
Capital
&
Debentures} Rules 2014 have been
prescribed)
Issue debentures with an option to
convert whole or part of the debentures
into shares at the time of redemption.
Company may issue secured debentures,
create debenture redemption reserve,
appoint debenture trustee, & redeem
debentures as per terms. Procedure to
issue debentures provided for.
(Companies
Debentures}
prescribed)
33
Power to nominate
Section 72
Section 109 A
Yes except sub sections

{9}, {10} and {11}
regarding
tribunal
to
decide on application
relating to failure to
redeem debentures.
{Share
Capital
&
Enables every shareholder or debenture

holder to appoint a nominee who shall be
the owner of the securities in the event of
the death of the holder or the joint
holder.
Yes
34
Acceptance
Deposits
companies
of
by
Section 73, 74 75
& 76
Sections 58A and

new provisions
A public company having net worth of

Rs. 100 crores or turnover of Rs. 500
crores and after obtaining the prior
consent of the shareholders by way of
passing a Resolution; may accept
deposits from persons other than its
members subject to the prescribed
compliance
requirements
and
legal
framework provided in these sections and
Deposits rules. Such company will also
have to obtain credit rating from
recognised agency, provide Deposit
Insurance
(Companies
may
accept
deposits
without
deposit
insurance
contract till 31st March, 2015) and create
a charge on its assets {in case the FDs
are to be secured}.
Repayment of Deposits accepted by
companies before commencement of the
new Act which remain unpaid on such
commencement or become due thereafter
shall have to be done within one year
from commencement or from date on
which payment is due, whichever is
earlier, Hence this is invoked where the
company is not making repayment of
deposits and interest thereon in terms of
the
provisions of previous Companies
Act, 1956 and Rules made there under as
also per the terms of the fixed deposits.
In case of default in repayment of
FD/Interest, Company cant give any
Inter corporate Loan/Guarantee/provide
security/make acquisition till such default
is continuing.
(Companies {Acceptance of Deposits}
Rules 2014 have been prescribed)
Yes except, Subsection

(2) & (3) of 74 and
Section 75 regarding
application to Tribunal &
damages for fraud.
35
Filing
Registration
charges
and
of
Section 77
Sections 125 and

132
Company creating a charge within or

outside India, on its property or assets or
any of its undertakings, whether tangible
or otherwise, and situated in or outside
India, to register the particulars of the
charge within a period 30 days.
Yes
Registrar may, on application allow a

period of three hundred days of such
creation on payment of such additional
fees as may be prescribed.
(Companies {Registration of Charges}
Section 78
Section 141
If a Company fails to register a charge

within 300 days the company shall seek
extension of time in accordance with
Section 87{Application to CG} (Powers
delegated to Regional Directors at
Mumbai,
Kolkata,
Chennai,
Noida,
Ahmedabad, Hyderabad and Shillong)
Yes
If company fails to get registered the

charge within the aforesaid period then
the person in whose favor the charge is
created may apply to the Registrar for
registration of the charge along with the
instrument created for the charge, within
such time as may be prescribed.
(Companies {Registration of Charges}
36
Power
to
Close
Register
of
members/debenture
holder
or other
security holders
Section 91
Section 154
Closure
of
Register
of
members/debenture holder or other
security holders has been provided.
Closure for not more than 45 days in a
year but not exceeding 30 days at any
one time.
Previous notice of at least seven days or
such lesser period as may be specified in
such manner as may be specified by
Yes
Securities and Exchange Board for listed

Companies or Companies which intend to
get their securities listed, by way of
advertisement in at least once in a
vernacular
newspaper
{vernacular
language} and at least once in English
newspaper { English language} having a
wide circulation in the place where the
registered office of the company is
situated and publish the notice on the
website as may be notified by the Central
Government and on the website, if any,
of the Company.
The said rule of advertisement shall not
be applicable to a private company
provided that the notice has been served
on all members of the private company
not less than seven days prior to closure
of the register of members or debenture
holders or other security holders.
(Companies
{Management
&
Administration } Rules 2014 have been
prescribed)
37
Annual Return
Section 92
Sections 159,
160, 161 and 162
Every company {with or without share

capital} shall file Annual Return in Form
No. MGT-7 containing the particulars
{mentioned in the Act} up to the date of
closure of Financial Year with Registrar
within 60 days from the date of AGM or
the Last date on which AGM should have
been held.
Annual Return of the company {except
OPC and small company} shall be signed
by Director and Company Secretary or
where there is no Company Secretary,
by Company Secretary in Practice{CSP}
Annual Return, of listed companies or of
companies having a paid up share capital
of Rs. 10 crores or more or turnover of
Rs. 50 crores or more shall also be
certified by CSP in Form No. MGT-8
For OPC and small company it shall be
signed by Company Secretary or where
there is no Company Secretary, by the
Director of the Company
Extract of the AR shall form part of
Boards Report in Form No.MGT-9.
(Companies {Management &
prescribed)
Yes
38
Filing, in respect of
change in Promoters
stake, with Registrar
Section 93
New Provision
Every listed company shall file with the

Registrar, a return in Form No.MGT.10
along with the fee with respect to
changes relating to either increase or
decrease of two percent, or more in the
shareholding position of promoters and
top ten shareholders of the company in
each case, within fifteen days of such
change.
yes
(Companies
{Management
&
prescribed)
39
Annual
Meeting
General
Section 96
Section 166
First AGM- within 9 months from the

date of closing of
first
Financial
Year
Yes
In any other case - within 6 months

from the date of closing of Financial
Year
Gap between two AGMs should not be
more than 15 months.
Registrar for special reason extend the
date of any AGM for three months
except in case of First AGM
AGM to be held between 9 A.M to 6 P.M,
on any day which is not a public
holiday.
One person Company is not required to
hold Annual General Meeting.

notice of meeting
Sections
172
171
and
General Meeting may be called by giving

not less than clear 21 days notice
either in writing or through electronic
mode {among others, by way of e-mail
as a text/ attachment to e-mail at the
Yes
last address provided by the member}

containing place, date, time, venue and
business to be transacted at such
meeting. An advance opportunity at
least once in a financial year, to the
member to register his e-mail address
and changes therein and such request
may be made by only those members
who have not got their email id
recorded or to update a fresh email id
and not from the members whose email ids are already registered.
The subject line in e-mail shall state the
name of the company, notice of the
type of meeting, place and the date on
which the meeting is scheduled.
The company should ensure that it uses
a system which produces confirmation
of the (i) total number of recipients emailed and (ii) a record of each
recipient to whom the notice has been
sent and copy of such record and any
notices of any failed transmissions and
subsequent re-sending shall be retained
by or on behalf of the company as
proof of sending.
The companys obligation shall be
satisfied when it transmits the e-mail
and the company shall not be held
responsible for a failure in transmission
beyond its control.
If a member entitled to receive notice
fails to provide or update relevant email address to the company or to the
depository participant as the case may
be, the company shall not be in default
for not delivering notice via e-mail.
The recipient should be able to obtain
and retain copies of the notice made

available, among others, on the
electronic link and the company shall
give the complete address of the
website and full details of how to access
the document or information.
The notice of the general meeting of the
company shall be simultaneously placed
on the website of the company if any
and on the website as may be notified
by the Central Government.
An extra ordinary general meeting shall
be held at a place within India.
Companies
{Management
&
prescribed
General meeting may be called at
shorter notice with the consent in
writing or by electric mode by 95% of
members entitled to vote at such
meeting
Notice of every meeting of the Company
is required to be sent to every member,
director and Statutory Auditor of the
Company

electronic voting
New Provision
Every listed company or company

having not less than 1000 shareholder
shall provide facility to its members to
exercise their vote electronically at the
General Meeting
Company which opts to provide the
aforesaid facility to its members should
follow the procedure mentioned under
(Companies
(Management
and
Administration) Rules, 2014)
Yes
40
Calling
of
Extraordinary General
Meeting
Section 100
Section 169
Power to call EGM has been conferred

on the Board by the Act itself and Board
shall also call EGM on the basis of the
requisition made by:
Yes
Company having share capital: such

members holding not less than one
tenth of paid up share capital of the
company as on that date carries voting
right
Company not having share capital: such
members having one tenth of total
voting power
The requisition shall be signed by
requisitionists and shall mention
matters for consideration and send
same at the Registered Office of
company
41
Notice of meeting &

Statement
to
be
annexed with Notice
Sections 101 & 102
Sections 171, 172 &

173
the
the
the
the
(Companies
{Management
&
prescribed)
21 days clear days notice for calling a
general meeting in writing or through
electronic mode. In addition to every
member & auditor; the directors should
also be sent the notice.
If any Special Business is to be
transacted in any general meeting, the
explanatory statement should also
specify the concern or interest financial
or otherwise of every Director and the
Manager, other KMP and relatives of
Director and KMP
(Companies
{Management
&
prescribed)
Yes
42
Quorum for meetings,

proxy, voting through
electronic means,
Demand
for
Poll,
chairman , restriction
on voting rights ,
voting by show of
hands
Sections 103 , 104,105

, 106, 107, 108 & 109
Sections 174, 175,

176, 177, 178, 179,
180, 181, 182, 183,
184, 185
Unless the Articles provide for larger

quorum:
For Public Company quorum is :
05 members personally present, if no.
of members as on the date of AGM up
to 1000
of members as on the date of AGM is
more than 1000 but up to 5000
of members as on the date of AGM is
more 5000
For Private Company quorum is two
members personally present.
If the quorum is not present within half
an hour from the appointed time then
the meeting shall stand adjourned for
the next week same time same place or
such other date, time and place as the
Board may determine
For adjourned meeting or change of day
time or place of meeting, not less than
three days notice should be given to
member individually or by publishing an
advertisement in the newspaper
At the adjourned meeting quorum is not
present, the member present shall be
the quorum
A person cannot be Proxy of more than
50 members and holding in aggregate
not more than 10% of total paid up
share capital
with voting rights.
However a member holding more than
ten percent, of the total share capital of
the Company carrying voting rights may
appoint a single person as proxy and
Yes
such person shall not act as proxy for

any other person or shareholder.
Articles cannot allow voting by proxy on
show of hands. Proxy can vote on only
poll and has no right to speak.
Member of Company registered u/s 8
(Companies
with
Charitable
Organization) can only appoint another
member as his proxy.
The appointment of proxy shall be in
the Form No. MGT.11.
Demand for poll by member/ proxy
having not less than 1/10th of the total
voting power or holding shares on which
at least Rs 5 lacs or prescribed amount
have been paid up
Unless
articles
provide
otherwise,
members present personally in a
general meeting shall elect one of them
as chairman.
In terms of articles, no member shall
exercise any voting right on which he
has not paid any call or where there is
lien by the company on his shares. He
can use his votes differently.
At a general meeting, resolution put to
vote to be decided by show of hands
unless poll is demanded or voting is
carried electronically.
E voting made compulsory for listed &
companies with not less than 1000
shareholders.
Show of hands not allowed for
shareholder who has electronically
voted, however, he can attend general
meeting.
Where there is e voting, poll cannot be

demanded.
Where a shareholder did not e vote nor
was physically present in the general
meeting, he cannot demand postal
ballot.
Concepts of one share one vote present.
(Companies
{Management
&
prescribed)
43
Postal
Ballot
&
circulation
of
members resolution,
ordinary
&
special
resolution,
and
resolution
requiring
special notice
Section 110, 111, 114,

& 115
Section 188,
192A & 190
189,
Postal ballot provisions are now

applicable
to
all
the
companies
whether listed or unlisted. The items,
for which postal ballot is compulsory
and its process is mentioned under
Companies
(Management
and
Administration) Rules, 2014.
One Person Company and other
companies having members up to two
hundred are not required to transact
any business through postal ballot.
A company shall on requisition of
specified members give notice to all
members
on
proposed
resolution
intended to be moved in a general
meeting.
A resolution shall be ordinary resolution
if votes cast in its favour exceed the
votes cast against the resolution by the
members in a general meeting. A
resolution shall be special resolution if
it is duly specified in the notice calling
the general meeting and the votes cast
in its favour are atleast three times the
votes cast against it
Special notice shall be given to the
Yes
company by members {individually or

collectively} holding not less than 1%
total voting power or holding shares on
which an aggregate sum of not less
than five lakh rupees has been paid up
thereon on the date of the notice, in
accordance to the procedure prescribed
under
44
Resolution
and Section 117
agreement to be filed
with ROC
Section 192
(Companies
(Management
and
Administration) Rules, 2014 )
In addition to the prescribed resolutions
and agreements under Companies Act
1956, other resolutions/ agreements to
be filed with ROC.
Yes
All the resolutions passed by the Board

pursuant to section 179 of the
Companies Act, 2013 i.e. Resolution for
borrowing moneys, investing the funds,
issue
of
securities,
including
debentures.
(Companies
{Management
&
prescribed)
45
Minutes of proceeding Section 118

of
general
meeting/Board
Meeting/other
meetings
and
resolutions passed by
postal ballot
Sections 193, 194,

195 and 197
Every company is required to maintain

the minutes of every meeting of any
class of shareholders or creditor and
every resolution passed by postal ballot
and every meeting of Board of Director
or committee thereof
Company shall follow the Secretarial
Standards of ICSI while making the
Minutes of Board Meetings and General
Meetings.{ Not yet issued}
Minutes prepared in accordance with
provisions of these sections shall be
evidence of the proceedings recorded
therein
Yes
(Companies
{Management
&
prescribed)
46
Maintenance
Inspection
Documents
Electronic Form
and
of
in
Section 120
New Provision
Any document, record, register minutes

etc. required to be kept by the
company may now be maintained in
electronic form as prescribed in
Companies
(Management
and
Administration) Rules, 2014
Yes
Every listed company or a company

having not less than one thousand
shareholders, debenture holders and
other security holders, shall maintain
its records, as required to be
maintained under the Act or rules made
there under, in electronic form.
47
Report
on
Annual
General Meeting.
Section 121
New Provision
In case of existing companies, data

shall be converted from physical mode
to electronic mode within six months
from the date of notification of
provisions of Section 120 of the Act.
Every listed Company shall file a report
in Form No. MGT.15, as mentioned in
terms of Companies (Management and
Administration)
Rules,
2014,
on
decisions taken at each AGM to the
Registrar within 30 days from the
conclusion of the AGM.
The report shall be signed by the
Chairman of the meeting or in case of
his inability to sign, by any two
directors of the company, one of whom
shall be the Managing director, if there
is one and company secretary of the
company;
Yes
48
Declaration
Dividend
of
Section 123
Section 205
Dividend shall be paid in terms of the

provisions of the Act and Companies
{Declaration
and
payment
of
Dividend} Rules, 2014.
Yes
In case declaration of dividend out of

reserves, the provisions of the said
Rules must be complied.
Carried
over
previous
losses
&
depreciation not provided are to be set
off against profit of current year.
49
Unpaid
Account
Dividend
Section 124
Section 205A
In case of interim dividend, where

Company has incurred losses, during
the current Financial Year up to the end
of the quarter immediately preceding
the date of declaration of interim
dividend, in such case, the rate at
which such interim dividend shall be
declared shall not exceed average
dividends declared by the Company
during the immediately preceding three
Financial Years.
Any dividend declared but has not been
paid or claimed within 30 days from the
date of declaration by the shareholder,
the company shall transfer the amount
to unclaimed dividend account within
07 days of expiry of said thirty days.
Within 90 days from making the
transfer, a statement containing names
of the shareholders and their last
address and amount to be paid to each
one of shareholder, shall be placed on
the website of the company, if any, and
also on the web site approved by the
Central Government
Any person claiming to be entitled to
any money transferred to unpaid
dividend account may now apply to the
Company for payment of the money
No
claimed.
Any money and interest in the
unclaimed dividend account which
unpaid or unclaimed for a period of 07
years shall be transferred to Investor
Education and Protection Fund and the
statement in the form DIV 5 should be
filed.
(Companies {Declaration and payment
of Dividend} Rules, 2014 have been
prescribed.)
50
Investor
Education
and Protection Fund
Section 125
Section 205C
Various
additional
categories
of
amounts would also be required to be
transferred to the Fund, e.g. donations,
grants
given
by
the
Central
Government, donations by the State
Govt. Companies or other institution for
the purpose of the fund, etc. apart from
the amount mentioned in the earlier
Companies Act, 1956.
Account of the fund shall be audited by
Comptroller and Auditor General.
Any person claiming to be entitled to
the amount transferred in IEPF can
apply to the authority for the amount
he is entitled to.
No
51
Books of Accounts to
be
kept
by
the
Company
Section 128
Section 209
The provisions provide that the books of

Accounts to be kept giving true and fair
view of the state of affairs. They may
be kept in electronic form also
Yes
Every company shall be required to

prepare and keep at its Registered
Office, financial statement along with
books of account and other relevant
books and papers for every financial
year
Periodic summarized returns, in respect
of books maintained at the branch
offices, sent to the registered office shall
be deemed to be the compliance of
maintaining
the
records
at
the
registered office of the company.
If Board decides to keep the books of
accounts at any other place in India,
then the notice to this effect shall be
given to the Registrar of Companies.
52
Financial Statements
Section 129
Sections
and 212
210,
211
(Companies {Accounts} Rules 2014

Financial statement consists of Balance
sheet, Profit and Loss account, cash flow
statement
and
statement
showing
changes in the Equity
Along
with
financial
statement,
consolidated financial statements of all
subsidiaries
including
associate
companies and joint ventures shall be
laid at the AGM
All
listed
companies
and
public
companies having net worth of more
than Rs. 1 crore and turnover of more
than Rs. 10 crores, the financial
statements may be sent by electronic
mode
to
such
members
whose
shareholding is in dematerialised format
and whose email Ids are registered with
Yes
Depository for communication purposes

or those have consented for the same,
and, in all other cases by despatch of
physical copies through any recognised
mode of delivery as specified under
section 20 of the Act, .
(Companies {Accounts}
53
Re-opening of account
on
courts
or
Tribunals order
Section 130
New Provision
54
Voluntary revision of
financial statement or
Boards Report
Section 131
New Provision
Rules
2014
Books of Accounts may be re-opened or

re- cast for the reasons of fraudulence /
mismanagement, if an application is
made by the Central Government,
Income Tax Authorities, SEBI, or any
other statutory regulatory body etc. and
an order is made in this regard by a
court of competent Jurisdiction or
Tribunal.
Directors of a company may prepare
revised financial statements or Boards
report in respect of any of the three
preceding Financial Years after obtaining
approval of Tribunal, if it appears to
them that the financial statements
{Section 129} or Boards Report
{Section 134} do not comply with the
applicable provisions under the Act.
Detailed
reason
should
also
be
mentioned in respect of such revision in
the Boards Report of the relevant
financial year in which such revision is
being made
No
No
55
56
Financial
Statement
and Board's Report
etc.
Corporate
Responsibility
Social
Section 134
Section 135
Sections
and 217
215,
New Provision
216
The
financial
statement
including
Consolidated financial statement shall be
approved by the Board before signed on
behalf of the Board by the Chairperson,
if authorized by the Board or by two
Directors out of which and one shall be
MD and the CEO, if he is a director in
the company, the CFO and Company
Secretary (if appointed). However, in
case of OPC by one director
Except in the case of OPC, Boards
Report
shall
include
additional
information as mentioned in the Act and
Companies {Accounts} Rules, 2014.
Also declaration given by Independent
Director about meeting with criteria of
independence.
Every Company having :
Net Worth- Rs.500 crores or more, or
Turnover- Rs. 1000 crores or more, or
Net Profit- Rs. 05 crores or more ,
during any Financial Year shall constitute
a CSR Committee of the Board
consisting of three or more Directors,
out of which at least one shall be
Independent Director. The Content of
CSR Policy to be disclosed in the Boards
Report and on the Companys Website, if
any, and it shall be as per the
Companies
(Corporate
Social
Responsibility Policy} Rules, 2014
Company shall spend in each Financial
Year at least 2% of its average net profit
made during 03 immediately preceding
Financial Years for corporate social
responsibility in pursuant to CSR policy.
Preference to be given to the local areas
Yes
Yes
around which the company operates.

Slum re-development or EWS housing is
a CSR
One off events would not qualify as a
part of CSR expenditure. CSR activities
should be undertaken by companies in
project / programme mode.
Expenses incurred by companies for
fulfillment of any act / statute of
regulations would not count as CSR
expenditure.
Salaries paid by companies to regular
CSR staff as well as volunteers can be
factored into CSR project as part of CSR
expenditure.
Any financial year referred in Section
135(1) implies any of the three
preceding financial years.
Expenditure incurred by foreign holding
company for CSR activities in India shall
qualify as CSR spend of the Indian
subsidiary
company
only
if
CSR
expenditure is routed through Indian
subsidiaries and the Indian subsidiary is
required to do so as per Sec 135 of the
Act.
In states where the registration of trust
is not mandatory then the word
registered trust would include trusts
which are registered under Income Tax
Act.
Contributions to trust / society / section

8 company will qualify as CSR
expenditure as long as the said entity is
created exclusively for undertaking CSR
activities or the corpus is created
exclusively for a purpose directly
relatable to activity covered under
Schedule VII.
Administrative expenditure can also be
included within the 5% limit of total CSR
expenditure which a company may
spend for building its own CSR capacity
57
Right of members to
copies
of
audited
financial statements,
Website Disclosures
Section 136 & 137
Section 219 & 220
If company fails to spend as aforesaid,

the Boards Report shall specify the
reasons.
Circulation of financial statements to
every member, trustee of debenture
holders, and others who are entitled at
least 21 days before the date of general
meeting.
Copy of financial statements to be filed
with the Registrar within 30 days of
AGM.
yes
Listed Company to place its financial

statements
including
consolidated
financial statements and all other
documents required to be attached
thereto on its website. Further every
company is required to place separate
audited accounts of each of its
subsidiary on its website, if any.
Companies {Accounts} Rules, 2014
have been prescribed.
58
Internal Audit
Section 138
New Provision
Every Listed Company, unlisted public

company, among others, having paid up
share
capital/turnover
of
Rs.
50
crores/Rs. 200 crores or more during
preceding financial year and a private
Yes
company,
among
others,
having
turnover of Rs. 200 crores or more
during preceding financial year, shall be
required
to
appoint
a
Chartered
Accountant, Cost Accountant or any
other professional as may be decided by
the Board as an Internal Auditor of the
Company.
Existing company covered under any of
the above criteria shall comply with the
requirements of section 138 and
Companies {Accounts} Rules, 2014
within six months from the 01st April,
2014
The Audit Committee of the company or
the Board shall, in consultation with the
Internal Auditor, formulate the scope,
functioning, periodicity and methodology
for conducting the internal audit.
59
Statutory Auditors
Section
139, 140 ,
141, 142, 143 & 144,
145, 146
Section 224, 225,

226, 227, 228 &
619
At first AGM, individual or firm shall be

appointed by company as the Statutory
Auditors to hold office from the
conclusion of that meeting till the
conclusion of its 6th AGM and thereafter
till the conclusion of every sixth AGM
subject to the ratification by member at
every AGM.
Except One person company and small
company all listed Company or unlisted
public company and private. company
having paid up capital of Rs. 10 crores
and 20 crores, respectively or more, or,
companies not covered above but having
borrowings of Rs. 50 crores or more
shall appoint or re-appoint (i) an
individual as Auditor for not more than
one term of 5 consecutive years (ii) a
firm as Auditor for not more than two
terms of 5 consecutive years.
Yes
Eligibility,
qualification
and
disqualifications have been provided.
Auditors cannot render certain services
to the company, its holding or subsidiary
companies.
Every company existing before the
commencement of new Act shall comply
the above within three years of such
commencement.
Shareholders at a general meeting may
decide that auditing partners may be
rotated or audit shall be done by more
than one auditor.
Casual vacancy of the auditor to be filed
by Board but if resignation happens
giving rise to casual vacancy, approval
of shareholders in a general meeting
required.
Audit
Committee
is
required
recommend to Board in this regard.
to
No special notice will be required to

remove an auditor where he or the firm
has completed the statutory tenure.
For removal along with the approval of
the CG (powers delegated to Regional
Directors at Mumbai, Kolkata, Chennai,
Noida, Ahmedabad, Hyderabad and
Shillong.),
special
resolution
of
shareholders is required.
Auditor shall
standards.
comply
with
auditing
Auditors Report shall provide for any

qualification,
reservation
etc.,
and
whether company has adequate internal
financial control system and their
effectiveness. The auditors report shall
also include their views and comments

on the impact of pending litigation on
financial position, provision for deviation
contract and whether there is any delay
in transfer of funds IPEF account. Where
any matter required to be included in
the Auditors Report is answered in
negative or with qualification, the
reasons have to be given.
Auditors to sign Audit Report and he is
to attend general meeting.
60
Central
Government
to specify of Cost
Audit in respect of
certain companies
Section 148
Section 233B
(Companies {Audit & Auditors} Rules,

2014 have been prescribed.)
The Central Government can direct class
of companies engaged in the production
of such goods or providing such
services, as may be prescribed, to get
the Cost Audit done.
Yes
No approval of Central Government is

required for the appointment of Cost
Auditor to conduct the Cost Audit
Cost Auditor shall submit the report to
the Board of Directors, who shall forward
the same to the Central Government
61
Board of Directors
Section 149, 150, 151,

152
Sections 252, 253,

254,255, 256, 259
& 264
(Companies {Audit & Auditors} Rules,

2014 have been prescribed.)
Board shall consist of individual as
directors and shall have three directors
in case of public company, two in case of
private company and one in case of
OPC.
Maximum directorship can be increased
beyond
15
after
passing
Special
Resolution.
One women director should be appointed
in (a) listed company (b) public
company having a paid up share
capital/turnover of Rs. 100 crores/ Rs.
Yes
300 crores {transition period of one year

for compliance}
Vacancy
in the office of a woman
director shall be filled-up by the Board at
the earliest but not later than immediate
next Board meeting or three months
from the date of such vacancy,
whichever is later
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. {transition
period of one year for compliance}
However as per the clarification 182
days for existing Companies will be
reckoned as 136 days for current
calendar year {April to December,
2014} and new companies incorporated
after 30th September, 2014 shall have a
resident director at the incorporation
stage.
Every listed public company shall have
one third Independent Director {defined
in the Act} and fraction shall be rounded
off to one. Having pecuniary relationship
with the company in the ordinary course
of business at arms length shall not
disentitle an independent director. Same
is the case where he receives sitting
fees, commission and reimbursement of
expenses for participation in board
meetings.
Public company having paid up share
capital/ turnover/ borrowings of Rs. 10
crores/ Rs. 100 crores/ Rs. 50 crores or
more shall have at least two directors as
independent directors. Higher no of
independent directors, if required to
constitute audit committee, are required
for such public company
Any vacancy of an independent director

shall be filled-up by the Board at the
earliest but not later than immediate
next Board meeting or three months
from the date of such vacancy,
whichever is later.
Code of conduct to be complied by
independent director is also mentioned
in the Act.
Declaration to be given by Independent
Director that he meets with the criteria
of independence.
Independent Director is appointed for a
term upto 05 consecutive years { can be
less than 05 years} on the Board of the
Company and shall be eligible for reappointment on passing of Special
Resolution for next term of five years.
However he shall hold only two
consecutive terms of 05 years at a time
and thereafter there should be gap of 03
years during which he cannot be
associated
in
any
capacity.
Independent Director shall not be
entitled for Stock Options but only for
sitting fee, reimbursement of expenses
for participation in Board Meeting and
profit related commission.
Independent Director shall not retire by
rotation.
Any tenure of an independent director
on the commencement of the new Act
shall not be counted herein.
1/3 directors shall be non rotational and
2/3 directors rotational. 1/3 of 2/3 shall
retire by rotation at every AGM.
Manner & selection of independent

director, maintenance of their data
bank, and appointment of director
elected by small shareholders have been
provided. Application & allotment of
Director Identification Number {DIN}
have also been provided.
(Companies
{Appointment
&
Qualification of Directors} Rules, 2014
62
Right of persons other

than retiring director
to
stand
for
directorship,
Appointment
of
Alternate/ Additional/
Nominee
Director
Sections 160 ,161 162,
Sections 257, 260,

262, 263 and 313
If a person other than retiring director

stands for directorship but fails to get
appointed, he or the member intending
to propose him as a director, as the
case may be, shall be refunded the sum
deposited by him, if he gets more than
twenty five per cent of total valid votes
For being appointed as Additional
Director the person should be other than
a person who fails to get appointed as a
Director in a general meeting. Additional
Director will hold office up to the next
Annual General Meeting or on the last
date on which AGM should have been
held
Alternate Director can be appointed in
case a Director is absent from India for
a period of not less than 3 Months
He cannot hold alternate directorship for
any other director in the company.
Alternate to an Independent Director
should also satisfy the conditions of
being an Independent Director.
Nominee Director can be appointed by
the Board subject to Articles and in
pursuance of any law or agreement
yes
Appointment of directors to be voted

individually unless otherwise decided by
the members unanimously.
63
Disqualification
Director
of
Section 164
Section 274
(Companies
{Appointment
&
Additional grounds for disqualifications
have been added viz. convicted of an
offence dealing with Related Party
Transaction, a person without DIN, etc.
Yes
(Companies
{Appointment
&
64
No of Directorships
Section 165
Sections 275 to 279
Person cannot become a Director in

more than 20 Companies out of which
he cannot be a Director in more than 10
Public Companies. Transition provision
of one year given.
Yes
By passing Special Resolution the

shareholders may specify less than 20
or 10 as the case may be.
65
Duties of Directors
Section 166
New Provision
Resignation given by a Director in order

to comply the aforesaid requirement
shall be effective on the same date on
which the resignation is dispatched to
the Company
For the first time, duties of directors
have been defined in the Act. A director
of a company shall :
act in accordance with the articles of
the company.
act in good faith in order to promote
the objects of the company for the
benefit of its members as a whole,
and in the best interests of the
company,
its
employees,
the
shareholders, the community and
for the protection of environment.
Yes
66
Vacation of Office by
Director
Section 167
Section 283
exercise his duties with due and

reasonable care, skill and diligence
and shall exercise independent
judgment.
not involve in a situation in which he
may have a direct or indirect
interest that conflicts, or possibly
may conflict, with the interest of the
company.
not achieve or attempt to achieve
any undue gain or advantage either
to himself or to his relatives,
partners, or associates and if such
director is found guilty of making
any undue gain, he shall be liable to
pay an amount equal to that gain to
the company.
Directors shall vacate the office if
he incurs any of the disqualifications

specified in section 164;
he absents himself from all the
meetings of the Board of Directors
held during a period of twelve
months with or without seeking
leave of absence of the Board;
he acts in contravention of the
provisions of section 184 relating to
entering
into
contracts
or
arrangements in which he is directly
or indirectly interested;
he fails to disclose his interest in
any contract or arrangement in
which he is directly or indirectly
interested, in contravention of the
provisions of section 184;
he becomes disqualified by an order
of a court or the Tribunal;
he is convicted by a court of any
offence, whether involving moral
turpitude
or
otherwise
and
sentenced in respect thereof to
imprisonment for not less than six
Yes
67
Resignation
Director
of
Section 168
months.
A director may resign from his office by
giving notice in writing to the company.
Resignation will be effective from the
date on which notice is received by the
Company or date, if any, mentioned by
the director in the notice, whichever is
later.
New Provision
Yes
A director shall also forward a copy of

his resignation along with the detailed
reasons for the resignation to the
Registrar
within
thirty
days
of
resignation in form DIR-11. .
If all the directors resign from their
offices or vacate their office u/s 168,
the promoter or in his absence the
Central Government shall appoint the
requisite directors who shall hold office
till the directors are appointed in
General Meeting
Companies {Appointment & Qualification
of Directors} Rules, 2014 have been
prescribed.
68
Removal
etc
of
Director
Section 169, 170 & 171
Section 284,
304, & 307
303
By ordinary resolution
removed by giving
opportunity to be
complying with special
a director can be
him reasonable
heard and by
notice.
Company to maintain register of

directors and Key Managerial Personnel
{ KMP}. Members have right to inspect
such register.
(Companies
{Appointment
&
69
Meeting of Board
Section 173
Section
286
285
and
First Board Meeting to be held within 30

days from the date of Incorporation.
Yes {except Sub

Section (4)} of
section
169
regarding
sending a copy
of
representation
of director being
removed
to
every member.
Yes
Thereafter, there shall be four Board

meetings every year with not more than
120 days gap between two consecutive
meetings.
Notice of not less than 7 days in writing
is required to call a Board meeting
{whether in India or Outside} and
notice shall be given to all directors by
hand delivery/post/electronic means.
However the meeting can be held at
shorter notice for urgent business, if at
least one independent director is
present in the meeting, and, if he is not
present the decision should be circulated
to all directors and shall be valid only
after final ratification of decision by at
least one independent director
Participation in Board Meeting may
either
in
person/through
video
conferencing or other audio visual
means as prescribed under Companies
(Meetings of Board and its Powers)
Rules, 2014 , which are capable or
recognizing the participation and storing
the proceedings of such meetings along
with date and time
Certain matters as mentioned in the
said Rules viz. approval of Annual
Accounts, Boards Report, etc are not to
be dealt with in a meeting through video
conferencing or other audio visual
means.
The draft minutes of the Board meeting
shall be circulated among all the
directors within 15 days of the meeting
either in writing or in electronic mode
and the directors shall give their
comments maximum within 7

thereafter or any reasonable
decided by the Board.
days
time
For OPC {not applicable for OPC

one director}, Small Company
Dormant Company- one meeting in
half of calendar year to comply
Section and the gap between
meetings is not less than 90 days.
with
and
each
this
two
(Companies {Meeting of Board and its

Powers} Rules, 2014 have been
prescribed.)
70
Quorum of Board
Section 174
Sections
288
287
and
One third of the total strength (does not

include directors whose places are
vacant) of Board or two directors,
whichever is higher.
Yes
Participation of Directors by video

conferencing/ other audio visual means
shall also be counted for the purpose of
quorum and the Chairperson shall
ensure
the
presence
of
quorum
throughout the Board Meeting.
If due to resignation or removal, the
number of directors reduces below the
quorum, then the continuing director/s
may act for the purpose of increasing
the number of directors required for the
quorum or for summoning a general
meeting and not for other purpose.
71
Passing of resolution
by Circulation.
Section 175
Section 289
This provides that no resolution shall be

deemed to have been duly passed by
the Board or by a committee thereof by
circulation unless the resolution has
been circulated in draft, to all the
directors, or members of the committee
at their addresses registered with the
Yes
company in India and has been

approved by a majority. The clause also
provides that such a resolution shall be
noted and made part of minutes at a
subsequent meeting.
Draft resolutions and other documents
may be sent by electronic means which
may include E-mail or fax.
72
Audit Committee
Section 177
Section 292A

prescribed.)
Mandatorily for every listed Company /
Public company having paid up share
capital/ turnover/ borrowings of Rs. 10
crores/ Rs. 100 crores/ Rs. 50 crores or
more, respectively.. One year permitted
for reconstitution.
Composition: Minimum 03 Directors with
majority of Independent Directors.
Majority of the members of committee
including its Chairperson should have
the ability to read and understand
financial statements.
Terms of reference of the Committee
have been specifically provided in the
section itself.
Auditor and KMP shall have a right to be
heard in Audit Committee meeting when
Auditors Report is being considered and
but shall not have the right to vote.
Establishment of Vigil Mechanism to
enable the directors and employee to
report genuine concerns {establishment
shall be disclosed by the Company on its
website and in Boards Report}. It
should provide adequate safeguard
against victimization to persons using
such mechanism and for direct access to
Yes
chairperson of the Committee.

73
Vigil Mechanism
Section 177
Section 292A
Details regarding establishment of vigil

mechanism for Directors and employees
to report genuine concerns as required
for listed company or such class of
companies, {i.e.
companies
which
accepts
deposits
from
public
or
companies which have borrowed money
from banks/ Public Financial Institution
in excess of Rs. 50 crores} , to be
posted on Company website
Yes
(Companies { Meeting of Board and its

Powers}
Rules
2014
have
been
prescribed.)
74
Nomination
Remuneration
Committee
Stakeholders
Relationship
Committee
and
and
Section 178
Schedule XIII of
Companies
Act
1956
Every listed Company/Public company

having paid up share capital/ turnover/
borrowings of Rs. 10 crores/ Rs. 100
crores/ Rs. 50 crores or more shall
constitute
the
Nomination
and
Remuneration Committee consisting of
three or more non-executive directors
out of which not less than one half shall
be independent Directors.
Chairperson{Executive
or
nonExecutive} of the Company may be
appointed as member but shall not chair
such committee
The
Committee
is
required
to
recommend appointment and removal of
directors
and
carry
out
their
performance evaluation etc. It shall
formulate a policy for determining
remuneration for directors, employees
and key managerial personnel.
Every Company having more than 1000
Yes
shareholder/debenture holders/ deposits

holders and other security holder shall
constitute a Stakeholders Relationship
Committee consisting of Chairperson
who shall be non-executive director and
other members decided by Board. This
committee shall consider and resolve
the grievances of security holders.
The
Chairperson
of
aforesaid
committees or other member of the
committee authorized by him shall
attend the general meeting of the
Company.
prescribed).
75
Powers of Board
Section 179
Section 291, 292
The Board of Directors of a company

shall exercise the following powers on
behalf of the company by means of
resolutions passed at meetings of the
Board, namely:
a) to make calls on shareholders in
respect of money unpaid on their
shares;
b) to authorise buy-back of securities
under section 68;
c) to
issue
securities,
including
debentures, whether in or outside
India;
d) to borrow monies;
e) to invest the funds of the company;
f) to grant loans or give guarantee or
provide security in respect of loans;
g) to approve financial statement and
the Boards report;
h) to diversify the business of the
company;
i) to approve amalgamation, merger or
reconstruction;
j) to take over a company or acquire a
controlling or substantial stake in
another company;
k) to make political contributions
l) to appoint or remove key managerial
personnel (KMP)
m) to take note of appointment(s) or
removal(s) of one level below the
KMP
n) to appoint internal auditors and
secretarial auditor;
o) to take note of the disclosure of
directors interest and shareholding;
p) to buy, sell investments held by the
company
(other
than
trade
investments),
constituting
five
percent or more of the paid up share
capital and free reserves of the
investee company;
Yes
q) to invite or accept or renew public

deposits and related matters;
r) to review or change the terms and
conditions of public deposits to
approve quarterly, half yearly and
annual
financial
statements
or
financial results as the case may be
Provided that the Board may, by a
resolution passed at a meeting, delegate
these powers from (d) to (f)
Powers}
Rules,
2014
have
been
prescribed.)
76
Restriction on Powers
of
Board
and
contribution
to
bonafide
and
charitable funds
Section 180, & 181
Section 293
The Board shall exercise the following

powers only with the consent of the
company only by a special resolution of
shareholders, namely:
to sell, lease or otherwise dispose of
the whole or substantially the whole
of the undertaking of the company
or where the company owns more
than one undertaking, of the whole
or substantially the whole of any of
such undertakings.
undertaking and substantially the
whole of the
undertaking
defined
to
invest
otherwise
in
trust
securities the
amount of
compensation received by it as a
result
of
any
merger
or
amalgamation;
to borrow money, where the money
to be borrowed, together with the
money already borrowed by the
company will exceed aggregate of
its paid-up share capital and free
reserves, apart from temporary
Yes
loans obtained from the companys

bankers in the ordinary course of
business
to remit, or give time for the
repayment of, any debt due from a
director.
Every special resolution passed by the

company in general meeting in relation
to the exercise of the borrowing powers
shall specify the total amount up to
which monies may be borrowed by the
Board of Directors.
Resolutions passed under Section 293 of
the Companies Act, 1956 prior to
12.09.2013 with reference to borrowings
(subject to the limits prescribed) and / or
creation of security on assets of the
company will be regarded as sufficient
compliance of the requirements of
Section 180 of the Companies Act, 2013
for a period of one year from the date of
notification of Section 180 of the Act { i.e
till 11.09.2014}.Board may contribute to
bonafide and charitable funds but prior
approval of members in general meeting
is required where the amount in any
financial year exceeds 5% of average net
profits for three immediately preceding
financial years.
77
Disclosure of Interest
by directors
Section 184
Sections
300
299
and
Every director shall at the first

meeting of the Board in which he
participates as director,
At the first meeting of the Board in

every financial year,
Yes
Whenever there is any change in

the disclosures already made, then
at the first Board meeting held
after such change, disclose his
concern
or
interest
in
any
company/ies, bodies corporate,
etc., which shall include the
shareholding, in such manner as
may be prescribed.
He cannot participate & consequently

vote and also his presence will not count
for quorum.
Powers}
Rules,
2014
have
been
prescribed.)
78
Loans to Directors
Section 185
Sections
296
295
and
No company {public or private} shall

directly or indirectly advance any loan to
any director/or to any other person in
whom director is interested or give any
guarantee or provide any security except
as provided in the Act
Loan may be given to Managing Director/
WTD if provided in the terms of service
agreement with all the employees or
pursuant to scheme approved by
shareholders
by
way
of
Special
Resolution.
Any loan made by a holding company to
its wholly owned subsidiary company or
any guarantee given or security provided
by a holding company in respect of any
loan made to its wholly owned subsidiary
company
is
exempted
from
the
requirements under this section. Any
guarantee given or security provided by
a holding company in respect of loan
Yes
made by any bank or financial institution

to its subsidiary company is also
exempted from the requirements under
this section.
Provided that such loans made aforesaid
shall be utilized by the subsidiary
company for its principle business
activities
Provision for applying to the Central
Government has been dispensed with.
Companies {Meeting of Board and its
Powers}
Rules,
2014
have
been
prescribed.
79
Inter corporate Loans

and Advances
Section 186
Section 372A
Company, unless otherwise prescribed,

cannot make investment through more
than
two
layers
of
investment
companies.
No company shall directly or indirectly
give any loan/ guarantee or provide
security exceeding 60% of paid up share
capital free reserves and securities
premium account or 100 % of free
reserves
and
securities
premium
account, whichever is more
Loan shall not be provided at a rate of
interest lower than the prevailing yield of
one year, three year, five year or ten
year Government Security closest to the
tenor of the loan.
For giving loans / guarantee / providing
security exceeding these limits prior
approval at general meeting by means of
special resolution is necessary. Further it
would sufficient compliance if such
Yes
special resolution is passed within one

year from the date of notification of this
section i.e 01.04.2014.
The law now requires the company to
disclose to the shareholders the full
particulars of loans / guarantee / security
provided along with the purpose for
which these are proposed to be utilized.
Exemption
to
private
companies,
companies whose principle business is
acquisition of securities, has been done
away with.
Where a loan or guarantee is given or
where a security has been provided by a
company to its wholly owned subsidiary
company or a joint venture company, or
acquisition is made by a holding
company, by way of subscription,
purchase or otherwise of, the securities
of its wholly owned subsidiary company,
the requirement of sub-section (3) of
section
186
(i.e.
approval
of
Shareholders
by
way
of
Special
Resolution) shall not apply:
Provided that the company shall disclose
the details of such loans or guarantee or
security or acquisition in the financial
statement as provided under sub-section
(4) of section 186.
In case of default in repayment of
FD/Interest, Company cant give any
Inter corporate Loan/Guarantee/Provide
security/make acquisition till such default
is continuing.
Powers}
Rules,
2014
have
been
prescribed.)
80
81
Investment
of
a
company to be held
in its own name
Related
Transactions
party
Section 187
Section 188
Section 49
Sections 297 & 314
All investments made or held by a

company in any property, security or
other assets shall be made or held by it
in its own name subject certain
exception.
Powers}
Rules,
2014
have
been
prescribed.)
1. The following transactions require the
approval of Board:
a) Sale, purchase or supply of any
goods or materials
b) selling or otherwise disposing of,
or buying, property of any kind;
c) leasing of property of any kind;
d) availing or rendering of any
services;
e) appointment of any agent for
purchase or sale of goods,
materials, services or property;
f) such related party's appointment
to any office or place of profit in
the
company,
its
subsidiary
company or associate company;
and
g) underwriting the subscription of
any securities or derivatives
thereof, of the company:
a)
Shareholders Approval by way

of Special Resolution will be
required for a company to enter
into the transactions exceeding
the limits prescribed in the
Notification issued by Ministry of
Corporate Affairs dated 14th
August, 2014.
Central Government approval which

was required under the Old Act has
been dispensed with.
Yes
Yes
2. the member shall not vote at any

such resolution for approving any
contract, if he is a related party
(however, related party is to be
construed only in reference of
contract or arrangement to which the
special resolution pertains).
3. The transactions entered into in
ordinary course of business and on
arms length basis are exempted
from
taking
Boards
approval/
Shareholders approval, as the case
may be.
4. Disclosure of all such contracts along
with the justification for entering into
such contracts needs to be given
under Boards report.
The transaction may be ratified by the
Board / members within three months
of date thereof and if not so, becomes
voidable at the option of Board, and, if
director is involved he shall have to
indemnify the company against any loss.
It may be noted that transactions
entered into before 1st April, 2014, after
making necessary compliances under
Section 297 of the Act need not be
freshly approved under Section 188 of
the Companies Act, 2013. However, if
any modification in such contract is
made on or after April 1, 2014, the
requirements under section 188 are to
be complied with.
Public company in which a director is a
director & holds along with his relatives
more than 2% shall be a related party.
Restructuring /amalgamation
attract section 188.
will
not

Powers}
Rules,
2014
have
been
prescribed.)
82
Register of Contracts
and Arrangements
Section 189
Section 301
and 305
Director and KMP shall disclose the

particulars of all contract/arrangement in
terms of Section 184(2) {contract or
arrangement in which directors are
interested} or Section 188 {Related
Party Transaction} to the company
within
30
days
of
their
appointment/relinquishment of his office.
After entering the particulars in the
Register maintained by the company, the
same shall be placed in the next Board
Meeting and must be signed by all the
directors present.
Yes
Register shall be open for inspection

during the AGM to any person having
right to attend the meeting
Powers}
Rules,
2014
have
been
prescribed.)
83
Contract
Employment
MD/ WTD
of
with
Section 190
Section 302
Every company shall keep at its

Registered Office:
where a contract of service with a
managing or whole-time director is in
writing, a copy of the contract; or
where such a contract is not in
writing, a written memorandum
setting
out
its
terms.
Contract or Memorandum shall be open
for inspection by any member of the
Company without fee
This section is not applicable on private
company
Yes
84
85
86
Restriction on noncash
transactions
involving directors.
Prohibition
on
forward dealing in
securities of company
by Director or KMP
Prohibition on Insider
Trading of securities
Section 192
New Provision
Section 194
New Provision
Section 195
New Provision
Company
shall
not
enter
into
arrangement by which:
a).
director of the company or its
holding/subsidiary/associate
company or a person connected
with him acquires or is to acquire
assets for consideration other than
cash
b).
the company acquires or is to
acquire assets for consideration
other than cash from such director
or connected person
unless the prior approval of such
arrangement is accorded by Resolution
of the company in general meeting and if
the director/ connected person is
director of the holding company,
approval is also required in holding
company by way of passing resolution in
general meeting
Notice for approval of the resolution by
the company/its holding company in
general meeting shall include particular
of arrangement along with value of the
assets involved duly calculated by the
Registered valuer.
Directors and Key Managerial Personnel
are prohibited from forward dealings in
securities of company
No person including any director or key
managerial personnel of a company shall
enter into insider trading.
The term insider trading and price
sensitive information is defined in the
section itself.
Provisions of the insider trading shall not
be applicable to any communication in
the ordinary course of business.
Yes
Yes
Yes
87
Appointment
of
MD,
WTD,
manager
Section 196
Sections
267,
317, 388, 197A,
269, 384 & 385.
Company cannot appoint a MD and a Manager at the same

time.
Yes
The provision requires a company not to appoint or reappoint any person as its managing director (MD), wholetime director (WTD) or manager for a term exceeding five
years at a time.
This provision is applicable to every company.
The minimum age for the managing or whole-time director
is reduced from twenty five to twenty-one years.
Maximum age for them is seventy years. Upper age limit
can be relaxed by the company if shareholders by special
resolution approve it.
(Companies {Appointment & Remuneration of Managerial
Personnel} Rules, 2014 have been prescribed.)
88
Overall Managerial
Remuneration and
Managerial
Remuneration
in
case of absence or
inadequate profits,
and recovery of
remuneration
in
certain cases
Section 197 & 199
Sections
and 309
198
Total Managerial Remuneration payable by public company

to its directors including MD and WTD and its Manager
should be maximum 11% of the net profit calculated in the
manner laid down in Section 198 except remuneration of
directors shall not be deducted from gross profit. 11% can
be exceeded with the approval of the general meeting and
CG or as per Schedule V of the Companies Act, 2013.
For one MD/ WTD - 5% of net profit
For more than one MD/ WTD -10% of net profit for all
For other directors {where No MD/WTD present}- 3% of
net profit,
For other directors {where there is MD/ WTD present} 1% of net profit.
These can be exceeded with the approval of the general
meeting and on complying with Schedule V of the
Companies Act, 2013.
Percentage aforesaid exclusive of sitting fees payable to
aforesaid directors and different sitting for independent
directors may be prescribed by Government.
Independent Directors cannot receive Stock Options and
may receive remuneration only by way of sitting fees or
Yes
reimbursement of expenses for participation for Board and

other meetings or profit related commission
Every listed company shall disclose in his Board Report the
ratio of the remuneration of each director to the medium
employees remuneration and such other details as may be
prescribed
In case of inadequacy of profits/ no profits Schedule V of
the Act is to be followed otherwise approval of the Central
Government is required.
In case a company is required to re-state its financial
statements due to fraud or non-compliance with any
requirements under this law, the company can recover
from any past or present Managing Director or WTD or
Manager who, during the period for which the financial
statements are to be re-stated.
89
90
Calculation
Profits
recovery
remuneration
certain cases
of
and
of
in
Appointment
of
Key
Managerial
Person
Section 198, & 199
Section 203
Section 349
Sections
316,
386 and 383A
In computing net profits, new items have been introduced

in addition to the existing items as in terms of the old the
Act.
A new provision lays down for recovery of remuneration
where financial statement is re stated due to fraud or non
compliance.
Every Listed Company, and every other public Company
with the paid up Share Capital of Rs. 10 Crore or more
need to appoint following Whole time KMP:
Managing Director or Chief Executive Officer or
Manager and in their absence a WTD
Company Secretary and
Chief Financial Officer
Individual shall not be appointed or re-appointed
chairperson of a company in terms of the Articles
Company, as well as MD or CEO at the same time
the articles provide otherwise or the company
engaged in multiple business.
as the
of the
unless
is not
Every KMP shall be appointed through the Resolution of

the Board and shall contain the terms and condition of
Yes
Yes
appointment including the Remuneration

Whole time KMP shall not hold office in more than one
company at the same time provided he may be appointed
as a director of any company with the permission of the
Board.
Whole time KMP of holding company can be KMP of
subsidiary company at the same time
With the approval of all the Directors present at the
meeting, a Company may appoint a person as MD if he is
already an MD or manager of not more than one other
company.
Vacancy in the position of KMP shall be filled at the
meeting of the Board within 6 months from the date of
such vacancy
91
Secretarial
for
companies
Audit
bigger
Section 204
New Provision

Every listed company and other public companies with
Paid up Share capital of more than Rs. 50 Crores or more
or turnover of Rs 250 Crores or more shall have the
secretarial Audit done from a Practicing Company
Secretary {PCS} and report thereon in Form M.R. 3 shall
be enclosed with the Board Report. Further the Board in
their report, shall explain in full, any qualification or
observation or other remarks made by PCS, in Board
Report.
Yes
92
Role of Company
Secretary
Section 205
New Provision
Company Secretary has to discharge the duties as may be

prescribed in the Act and includes reporting to the Board
about compliance with the provisions of the Companies
Act, rules made there under and other laws applicable to
the company and shall ensure that the company complies
with the applicable secretarial standards.
Yes
Further responsibilities for a Company Secretary have

been prescribed in the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
93
94
Establishment
of
Serious
Fraud
Investigation
Office
Section 211
Prevention
of
oppression
and
mismanagement
Section 241
New Provision
Sections
397,
398 and 401
Establishment of Serious Fraud investigation Office for

investigation of frauds related to the companies.
(Companies {Inspection , Investigation and Inquiry }
Rules, 2014 have been prescribed.)
Application to National Company Law Tribunal instead of
CLB for relief in cases of oppression, etc.
Yes
No
Right to apply under Section 241 :Section 244
95
Merger
amalgamation,
Cross
Border
Merger, etc.,
Sections 230, 231,

232, 233 , 234
Section 399
Sections
391,
392, 393, 394,
394A,
New
provisions
In case of company having share capital : 100 members or

1/10th of total members, whichever is less or member/s
holding 1/10th of the issued share capital of the Company
In case of company not having share capital: 1/5th of total
number of members.
Separate and simpler provisions have been provided for
the merger or amalgamation between two small
companies or between a holding company and its wholly
owned subsidiary company or such other class or classes
of companies as may be prescribed.
The Act has allowed cross border mergers with any foreign
company. The cross border merger may be made between
companies registered under this Act and companies
incorporated under jurisdiction of such countries as may
be notified by the Central Government.
No
96
Class Action Suits
Section 245
New Provision
If specified no. of members, depositors of the company or

any class of them are of the opinion that the management
or conduct of the affairs of the company are being
conducted in a manner prejudicial to the interests of the
company or its members or depositors, concerned person
can file an application before the tribunal on behalf of the
members or depositors.
Requisite majority for filing class action suit should be as
per the provisions mentioned in the Act
97
Registered Valuer
Section 247
New Provision
If any valuation is required to be made of any property,

stocks, shares, debentures, securities, goodwill or any
other asset or net worth of the company under the
provisions of the Act then the same shall be done only by
the qualified registered valuer appointed by the Audit
Committee or in its absence by the Board.
No
98
Compounding
Offences
Section 441
Section 621A
Offence
punishable under this Act {committed by
company or any officer} with fine only be compounded by
:
No
of
a)
Tribunal,
b)
Regional Director or any officer authorized by the

Central Government in case the amount of fine does
not exceed Rs. 5 lacs.
No
No
offence
done
by
company/officers
shall
be
compoundable, if the investigation against such company
has been initiated or is pending under the Act
Any Offence punishable under this Act with imprisonment
or fine or with imprisonment/ fine or with both shall be
compoundable only with the permission of the Special
Court.
Compounding cannot be done in case the same offence
was compounded less than 3 years ago.
99
Dormant Company
Section 455
New Provision
Where a Company is formed and registered for a future

project or to hold an asset or intellectual property and has
No
no significant accounting transaction, then such a

Company or an Inactive Company may make an
application to the Registrar for obtaining the status of a
Dormant Company.
The Registrar will issue the certificate to the Company on
consideration of application and enter the name in the
Register of dormant companies.
100
Mediation
And
Conciliation Panel
Section 442
Date: Last updated on 10th October 2014
New Provision
Inactive Company means in case of a Company which has

not been carrying business/ operation or not made any
significant accounting transaction during last two Financial
Years or has not filed its financial statement and Annual
Return for two financial years.
The Central government shall maintain a panel of experts
to be called Mediation and Conciliation Panel for mediation
between the parties during the pendency of any
proceedings before the Central Government or the
Tribunal or the Appellate Tribunal under this Act.
No

Companies Act - Relevant Sections - With Clarifications

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Companies Act - Relevant Sections - With Clarifications

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The Companies Act, 2013 is passed by the Parliament and assented to by the President of India on the 29 th August, 2013.

The rules in respect

Brief particulars of Section

A company is an associate company of the

With the intention to have an uniformity in

Key Managerial Personnel, in relation to a

(i) the Chief Executive Officer or the

The definition has been modified to

Knowledge attributability / consent would

Section 3[1} {iii}

The requirement of a private company

promoter means a person

(a) who has been named as such in a

Section 3{1} {iv}

The requirement of public company having

The definition has been inserted for the

related party, with

(i) a director or his relative;

(iii) a firm, in which a director, manager or

Provided that nothing in sub-clauses

(A) a holding, subsidiary or an associate

A company other than a public company

Not applicable on holding and subsidiary

Holding company in relation to one or more

Whole Time directors includes a director in

Public, Private and One Person Company

The new concept of One person Company

Sections 13, 14, 20

Memorandum of OPC shall indicate the

The Articles may contain provisions for

This provision shall only be made either on

A public as well as a private company

Central Government {CG} has the power

Sections 17A, 146

into another kind of company) and 8(6)

Company may alter its Memorandum by

Company may alter its Articles by way of

Powers for rectification of the name of the

electronic transmission {Facsimile/ E-mail

Public Offer and

Any document or proceeding requiring

A private company may issue

Private placement of all securities covered

Certificates issued under the Common

Irredeemable Preference shares cannot

Yes, sub section {3} not

All securities are now covered under the

Share certificates shall be issued within

Legal Representative of a deceased

(Companies {Share Capital & Debentures

Company has the power to increase its

Section related to further issue of capital

Company may issue fully paid up Bonus

Company cannot purchase its own shares

Company may buy back its own shares/

Yes except sub sections

Enables every shareholder or debenture

Sections 58A and

A public company having net worth of

Yes except, Subsection

Sections 125 and

Company creating a charge within or

Registrar may, on application allow a