Vivek Rajan. V

The Ministry of Corporate Affairs by notification dated 12th September 2013 has appointed 12th of September 2013 as the date on which certain provision of the Companies Act, 2013 shall come into force.  In this context, I have prepared two tables, one for definitions that have not come into force, in Table I of this article and another for all the sections that have come into force, in  Table II of this article.

Table I – Definition not coming into force

All the definitions have come into force from 12th of September 2013, apart from the definitions stated in the following table

Section of Companies Act, 2013Definition not coming into force from 12th September 2013
2(2)Accounting Standard
2(7)Auditing Standard
2(13)Books of Accounts
2(23)Company Liquidator
2(29)(iv)2(29)(iv) defines Court  . In that (iv) deals about  Special Court
2(31)Deposit
2(41)Financial Year
2(42)Foreign Company
2(47)Independent Director
2(48)Indian Depository Receipt
2(62)One Person Company
2(67)(ix)Under “Previous Company Law” – the Registration of Companies (Sikkim) Act, 1961
2(83)Serious Fraud Investigation Office
2(85)Small Company
2(87) ProvisoIn relation to a subsidiary company, the proviso says that “such class or classes of holding companies as may be prescribed shall not  have layers of subsidiaries beyond such numbers as may be prescribed”
2(87) Explanation (d)“ Layer” in relation to a holding company means its subsidiary or subsidiaries

Clarification by Ministry of Corporate Affairs

One among the definitions notified is Private Company (Section 2(68) of Companies Act, 2013). This definition of Private Company is different from the definition given in Companies Act, 1956. Consequent to expression of difficulties by stakeholders and with a view to facilitate proper administration, the Ministry vide General Circular No.15/2013 dated 13.09.2013 has clarified that the Registrar of Companies may register those Memorandum and Articles of Association received till 11th of September 2013 as per the definition clause of the “Private Company” under the Companies Act, 1956 without referring to the definition of “Private Company” under Companies Act, 2013.

Table II – Sections coming into force

The following are the Sections of Companies Act, 2013 that have come into force from 12th of September 2013

Section of Companies Act, 2013Chapter of Companies Act, 2013Caption of the Section
19

Chapter II – Incorporation of Company and Matters incidental thereto

Subsidiary Company not to hold shares in its Holding Company
21Authentication of Documents, proceedings & contracts
22Execution of Bills of Exchange
23[except clause (b) of sub section (1) and sub-section (2)]

Chapter III – Prospectus and Allotment of Securities – Part I – Public Offer

Public Offer & Private Placement
24Power of Securities and Exchange Board  to regulate  issue & transfer of securities etc
25 (except sub section (3)Document containing offer of securities for sale to be deemed prospectus
29Public offer of securities to be in dematerialised form
30Advertisement of Prospectus
31Shelf Prospectus
32Red herring prospectus
33(except sub-section(3))Issue of application forms for securities
34Criminal Liability for mis-statements in prospectus
35( except clause (e) of sub-section(1))Civil Liability for mis-statements in prospectus
36Punishment for fraudulently inducing persons to invest money
37Action by affected persons
38Punishment for personation for acquisition , etc of securities
39[except sub-section(4)]Allotment of securities by company
40[except sub-section (6)].Securities to be dealt with in stock exchanges
44

Chapter IV -Share Capital and Debentures

Nature of shares or debentures
45Numbering of Shares
49Calls on shares of same class to be made on uniform basis
50Company to accept unpaid share capital , although not called up
51Payment of dividend in proportion to amount paid up
57Punishment for personation of share holder
58Refusal of registration and appeal against refusal
59Rectification of register of members
60Publication of authorized, subscribed and paid-up capital
65Unlimited Company to provide for reserve share capital on conversion into limited company
69Transfer of certain sums to capital redemption reserve account
70[except sub section (2)]Prohibition for buy-back in certain circumstances
86Chapter VI – Registration of ChargesPunishment for contravention
91

Chapter VII – Management and Administration

Power to close register of members or debenture holders or other security holders
100 [except sub section (6)]Calling of extraordinary general meeting
102- [Please refer  point 1 in sub note below]Statement to be annexed to notice
103Quorum for meetings
104Chairman of meetings
105[except 3rd &4th proviso of sub section (1)& (7)Proxies
106Restriction on voting rights
107Voting by show of hands
111Circulation of member’s resolution
112Representation of President and Governors in meetings
113[except clause (b) of sub-section(1)]Representation of corporations at meeting of  companies and of creditors
114Ordinary and Special resolutions
116Resolutions passed at adjourned meeting
127Chapter  VIII – Declaration and payment of dividendPunishment for failure to distribute dividends
133 [Please refer  point 2 in sub note below]Chapter IX  – Accounts of CompaniesCentral Government to prescribe accounting standards
161 [except sub-section (2)]

Chapter XI  – Appointment and Qualification of Directors

Appointment of additional director , alternate director and nominee director
162Appointment of directors to be voted individually
163Option to adopt principle of proportional representation for appointment of directors
176Chapter XII – Meetings of Board and its powersDefects in appointment of directors not to invalidate actions taken
180 [Please refer  point 3 in sub note below]Restrictions on powers of board
181Company to contribute to bonafide and charitable funds etc
182Prohibitions and restrictions  regarding political contributions
183Power of Board and other persons to make contributions to national defence fund, etc
185Loan to directors
192Restriction on non-cash transactions involving directors
194Prohibition of forward dealings in securities  of company by director or key managerial personnel
195Prohibition of insider trading of securities
202Chapter XIII  – Appointment and Remuneration of Managerial personnelCompensation for loss of office of managing or whole time director or manager
379

Chapter XXII –Companies Incorporated outside India

Application of Act to foreign companies
382Display of name , etc of foreign company
383Service on foreign company
386[except clause (a)]Interpretation
394Chapter XXIII- Government CompaniesAnnual Reports on Government Companies
405Chapter  XXV- Companies to furnish Information or StatisticsPower of Central government to direct companies to furnish information or statistics
407

Chapter XXVII – National Company Law Tribunal and Appellate Tribunal

Definitions
408Constitution of National Company Law Tribunal
409Qualification of President and Members of Tribunal
410Constitution of Appellate Tribunal
411Qualification of Chairperson and members of Appellate Tribunal
412Selection of Members of Tribunal and Appellate Tribunal
413Term of office of President , Chairperson and Other members
414Salary, allowances and other terms and conditions of service of members
439

Chapter  XXVIII – Special Courts

Offences to be non- cognizable
443Power of Central Government to  appoint company prosecutors
444Appeal against acquittal
445Compensation for accusation without reasonable cause
446Application of fines
447

Chapter XXIX – Miscellaneous

Punishment for fraud
448Punishment for false statements
449Punishment for false evidence
450Punishment where no specific penalty or punishment is provided
451Punishment in case of repeated default
452Punishment for wrongful  withholding of property
453Punishment for improper use of “Limited “ or “Private Limited”
456Protection of action taken in good faith
457Non – disclosure of information in certain cases
458Delegation by Central Government of its powers and functions
459Powers of Central Government or Tribunal  to accord approval etc subject to conditions and to prescribe fees on applications
460Condonation of delay in certain cases
461Annual Report by Central Government
462Power to exempt class or classes of companies from provisions of this Act
463Power of Court to grant relief in certain cases
467Power of Central Government to amend Schedules
468Power of Central Government to make rules relating to winding up
469Power of Central Government to make rules
470Power to remove difficulties

 Sub Note –Clarification by Ministry of Corporate Affairs

Consequent to expression of difficulties by stakeholders and with a view to facilitate proper administration, the Ministry vide General Circular No.15/2013 dated 13.09.2013 has given clarifications as under

1. Section 102  of Companies Act, 2013

   The above section deals with statement to be annexed to notice for general meeting.  The Ministry has clarified that all companies which have issued notices of general meeting on or after 12.09.2013 , the statement to be annexed to the notice , shall comply with additional requirements as prescribed in Section 102 of Companies Act, 2013.

2. Section 133 of Companies Act, 2013

 The above section deals with Central Government’s power to prescribe accounting standards. The Ministry has clarified that till the Accounting or any addendum are prescribed by Central Government in consultation and recommendation of National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply.

3. Section 180 of Companies Act, 2013

 The above section deals with Restrictions on powers of board. This section requires passing of special resolution as against ordinary resolution as per provisions of Companies Act, 1956, in situations mentioned in the said sections. In this scenario, the Ministry has clarified that if notice for any general meeting was issued prior to 12.09.2013, then such resolution may be passed in accordance with the provisions of Companies Act, 1956.

Disclaimer: Every effort has been made to avoid errors or omissions in this article. In spite of this errors may creep in. The readers are requested by the writer, to bring to his notice any mistake or error for which act, the writer shall be ever grateful. The writer can be contacted at gsv.vivekrajan@gmail.com.

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0 responses to “Companies Act, 2013- Sections in force from 12th September 2013”

  1. Vivek Rajan.V says:

    Dear Agarwala sir

    Thank you .

    Please follow this link for another set of sections notified

    http://taxguru.in/company-law/companies-act-2013-set-sections-schedules-coming-force-1st-april-2014.html#comments

    Vivek Rajan.V

  2. CA. Y.M.Agarwala says:

    In formation is useful for professionals and stake holders.

  3. Vivek Rajan.V says:

    Thank you GS Rao Sir

  4. G S Rao says:

    I appreciate your compilation and very useful to readers.
    regards
    gsrao

  5. Vivek Rajan.V says:

    Dear Kumar sir

    Thank you for encouragement. I will continue to do as said by you to the best of my ability .

    Regards
    Vivek Rajan.V

  6. Vivek Rajan.V says:

    Dear Balasubramanian sir

    Thank you for encouragement

    Regards

    Vivek Rajan.v

  7. J.Kumar says:

    Dear Vivek,

    I appreciate your laudable service to professionals whether they are in the field of practice or not. This is really a knowledge sharing and clarifying the present position of new companies act to all the stakeholders. Pls keep do the good service continuously. J.Kumar – ACMA and ACS.

  8. R Balasubramanian says:

    Thanks Mr Vivek Rajan for this good initiative in knowledge sharing.
    Regards.
    R Balasubramanian, Chennai-59.

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