Académique Documents
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Overview
Overview Comparative
Comparative Analysis
Analysis
Special
Special Features
Features of
of New
New Act
Act
New
New Concepts
Concepts // Definitions
Definitions
Formation
Formation of
of Companies
Companies and
and MOA
MOA // AOA
AOA
Issue
Issue of
of Shares
Shares &
& Securities
Securities
Impact
Impact on
on Private
Private Limited
Limited Companies
Companies
CA Suhas Deshpande
Companies Act,1956
658 Sections
470 Sections
13 Parts
29 Chapters
15 Schedules
CA Suhas Deshpande
07 Schedules
Title
Sections of
Companies
Act, 2013
Corresponding
Sections of
Companies Act,
1956
1,2
1 to 10
Preliminary
II
Incorporation of Companies
3 to 22
11 to 54
III
23 to 42
55 to 81
IV
43 to 72
82 to 123
73 to 76
58A to 58B
VI
Registration of charges
77 to 86
124 to 145
VII
88 to 122
146 to 197
VIII
123 to 127
205 to 207
IX
Accounts of Companies
128 to 138
209 to 223
CA Suhas Deshpande
(Contd..)
Title
Sections of
Companies
Act, 2013
Corresponding
Sections of
Companies Act,
1956
139 to 148
224 to 233B
XI
149 to 172
252 to 284
XII
173 to 195
285 to 308
XIII
196 to 205
309 to 311
XIV
206 to 229
234 to 251
XV
230 to 240
390 to 396A
XVI
241 to 246
397 to 409
XVII
Registered Valuers
247
--
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(Contd..)
Chapter
Title
Sections of
Companies
Act, 2013
Corresponding
Sections of
Companies Act,
1956
XVIII
248 to 252
560
XIX
253 to 269
424A to 424L
XX
Winding up
270 to 365
425 to 559
XXI
366 to 378
XXII
379 to 393
591 to 608
XXIII
Government Companies
394 to 395
617 to 620
XXIV
396 to 404
609 to 614A
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(Contd..)
Chapter
Title
Sections of
Companies
Act, 2013
Corresponding
Sections of
Companies Act,
1956
XXV
405
615
XXVI
Nidhis
406
620A
XXVII
407 to 434
10FB to 10GF
XXVIII
Special Courts
435 to 446
XXIX
Miscellaneous
447 to 470
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621 to 658
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10
Special Features
Self Regulation
Forced Compliance
Balancing of Private & Public Co(s)
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13
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(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
Provided that nothing in sub-clause (c) shall apply to a person who is acting merely
in a professional capacity;
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Inactive Company
o inactive company means a company which has not been
carrying on any business or operation, or has not made any
significant accounting transaction during the last two financial
years, or has not filed financial statements and annual returns
during the last two financial years;
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Private Company
o
o
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Public Company
o Section 2(71) defines public company means a company which
o (a) is not a private company;
o (b) has a minimum paid-up share capital of five lakh rupees or such
higher paid-up capital, as may be prescribed:
o Provided that a company which is a subsidiary of a company, not
being a private company, shall be deemed to be public company for
the purposes of this Act even where such subsidiary company
continues to be a private company in its articles ;
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o
o
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Fraud (Section 447): The term Fraud, first time defined in the Act.
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Formation of Companies
And
MOA / AOA
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35
Particulars
Companies Act,
1956
Types of Companies
Private Company
Public Company
Private Company
Public Company
One Person Company
Maximum number of
members for private
companies
A private company
can have a
maximum of 50
members
Commencement of
Business
Provision is
applicable only to
Public limited
companies
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Particulars
Registered
Office
Object Section
of MOA
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Name Clause
Domicile Clause
Objects Clause
Capital Clause
Liability Clause
Subscription Clause
Formats Schedule I Tables A - E
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Paint or affix its name and address outside its registered office
Engrave its name on the company seal
Print name, registered office address, CIN, website address,
contact details on all its business letters, billheads, letter
papers, notices, and other official publications (Rule 26)
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The basic purpose in the 1956 Act for such a classification as set
out in section 149 of the 1956 Act, is to restrict a company from
commencing any business to pursue other objects of the company
not incidental or ancillary to the main objects except on satisfaction
of certain requirements as prescribed in the 1956 Act like passing a
special resolution, filing of declaration with the ROC to the effect of
resolution.
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Equity Shares
Preference Shares
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Unlimited Company
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Articles of Association
o
o
Articles of association
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MoA shall indicate the name of the other person (Form INC. 2) to be filed
at the time of incorporation, with his prior consent (Form INC. 3), who
shall in the event of the subscribers death or his incapacity to contract,
become the member of the company.
Subscriber may change the name of such other person (Form INC. 4)
within thirty days of the intimation to the company.
Duty of the subscriber to notify the change in the name of such other
person (Form INC. 4).
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Two years have elapsed since the date of incorporation of the OPC
Form INC. 6)
The paid up share capital is increased beyond Rs. 50 lakhs (being the
threshold limit of paid up share capital).*
The average annual turnover during the immediately preceding three
financial years (relevant period) exceeds Rs. 2 crores.*
* to be mandatorily converted Rule 6(1). (Form INC. 5)
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o
o
o
o
o
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o
o
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o
o
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o
o
o
o
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o
o
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o
o
o
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Particulars
1.
Issue of Shares at a
discount
Section 79 permits
issue of shares at
discount subject to
compliance with
conditions
2.
Issue of preference
shares for more than 20
years
Section 80 prohibits
issue of irredeemable
preference shares and
preference shares
Redeemable after 20
years
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Particulars
3.
Issue of shares
on private
placement,
bonus shares
and GDRs
4.
Notice of
alteration of
share capital
Notice of redemption of
preference shares is not
required to be filed with
ROC
5.
Consolidation
and division of
shares
Company permitted to
consolidated or sub divide
its shares by passing
resolution in general
meeting
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o
o
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Equity
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o
o
o
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Cannot exceed 26% of the total post issue paid up equity share
capital
The holders shall enjoy all other rights such as issue of bonus
shares, rights shares etc.,
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Disclose the fact of the issue in the Boards Report for the financial
year in which such shares were issued.
Existing shares to continue till they are converted as per new Act.
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Authorised by AOA
Recommendation of Board and Approval of general body
Cannot issue in case of default deposits/employee statutory
dues
Cannot issue in lieu of dividend
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Unlimited Companies
o
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No new offer of buy-back within one year of the closure of preceding buyback
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Registration of Charge
o
o
o
o
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93
(b)
(c)
(d)
(e)
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(g)
(h)
(i)
(j)
(k)
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SCHEDULE VII
Activities which may be included by companies in their Corporate Social
Responsibility PoliciesActivities relating to:
(i)
(ii)
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Duties of Directors
1.
2.
3.
4.
A director of a company shall act in good faith in order to promote the object
of the company.
A director of a company shall exercise his duties with due care, skill and
diligence.
A Director of a company shall not assign his office and any assignments so
made shall be void.
If a director of the company contravenes the provisions of this section such
director shall be punishable with fine which shall not be less than Rs.1,
00,000/- but which may extend to Rs.5, 00,000/- (Section 166).
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Loan to Directors
The exemption given to the Private Limited Company under section 295 regarding loan
given to director of a private limited of company is withdrawn. Loan should not be given
to directors of any company including private limited company or to any private
company in which a director is a director or member (Section 185).
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1.
Existing
Section in
Companies
Act, 1956.
Nature of exemptions in
the Companies Act, 1956.
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2.
3.
4.
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Existing Section
No in Companies Act,
1956.
5.
Section 252(2) Need not have more than two Section 149 Minimum two directors.
directors
There is no change in the existing
provisions. Exemption continues.
6.
7.
Section 255(1) A proportion of directors need Section 152 The exemption continues
not retire every year
but as per the AOA of the Company.
Section 257(2) Statutory notice, etc., is not Section 160 Exemption is
required for a person to stand withdrawn.
for election as a director
8.
Section 259
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Central Governments
Section 149 The Company to have
sanction is not required to
Board of Directors. Exemption given
affect increase in the number now to maximum of 15 Directors.
of directors beyond 12 or the
number fixed by articles of
association
KIRTANE & PANDIT
CHARTERED ACCOUTANTS
Existing Section
No in Companies Act,
1956.
9.
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Existing
Section in
Companies
Act, 1956.
Existing
Nature of exemptions in the
Section in
Companies Act, 1956.
Companies
Act, 1956.
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Existing
Nature of exemptions in the
Section in
Companies Act, 1956.
Companies
Act, 1956.
16. Section 303(1) Date of birth of director need Section 170 Register of directors and
not be entered in the register key managerial personnel and their
of directors
shareholding. Exemption is
withdrawn. Anybody can view the
particulars of the directors through their
DIN numbers.
17. Section 309(9) There is no restriction on
remuneration payable to
directors
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Existing
Nature of exemptions in the
Section in
Companies Act, 1956.
Companies
Act, 1956.
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Status in
Companies Act
2013
1.
Section 70(3)
2.
Section 90(2)
3.
Section 165(10)
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No provision exist
KIRTANE & PANDIT
CHARTERED ACCOUTANTS
Status in
Companies Act
2013
4.
Section 170(1)
No provision exist
5.
Section 204(6)
6.
Section 266(5)
7.
Section 268
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Section 273
9.
Section 310
Status in
Companies Act
2013
No provision exist
No provision exist.
Section 370(2)
14.
Section 388A
15.
Section 409(3)
16.
Section 416(1)
CA Suhas Deshpande
Status in
Companies Act
2013
Disclaimer:
Care has been taken while preparing the subject
Presentation. However, the reader should refer the
Bare Act / Rules before taking any further actions /
steps.
CA Suhas Deshpande
Thank
You
Any
Questions
?
Suhas.deshpande@kirtanepandit.com
Suhas.deshpande@kirtanepandit.com
Mobile : 98230 57193
CA Suhas Deshpande