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, 2013 | Definition 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) Proviso | In 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, 2013 | Chapter of Companies Act, 2013 | Caption of the Section |
| 19 |
Chapter II – Incorporation of Company and Matters incidental thereto |
Subsidiary Company not to hold shares in its Holding Company |
| 21 | Authentication of Documents, proceedings & contracts | |
| 22 | Execution 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 |
| 24 | Power 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 | |
| 29 | Public offer of securities to be in dematerialised form | |
| 30 | Advertisement of Prospectus | |
| 31 | Shelf Prospectus | |
| 32 | Red herring prospectus | |
| 33(except sub-section(3)) | Issue of application forms for securities | |
| 34 | Criminal Liability for mis-statements in prospectus | |
| 35( except clause (e) of sub-section(1)) | Civil Liability for mis-statements in prospectus | |
| 36 | Punishment for fraudulently inducing persons to invest money | |
| 37 | Action by affected persons | |
| 38 | Punishment 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 |
| 45 | Numbering of Shares | |
| 49 | Calls on shares of same class to be made on uniform basis | |
| 50 | Company to accept unpaid share capital , although not called up | |
| 51 | Payment of dividend in proportion to amount paid up | |
| 57 | Punishment for personation of share holder | |
| 58 | Refusal of registration and appeal against refusal | |
| 59 | Rectification of register of members | |
| 60 | Publication of authorized, subscribed and paid-up capital | |
| 65 | Unlimited Company to provide for reserve share capital on conversion into limited company | |
| 69 | Transfer of certain sums to capital redemption reserve account | |
| 70[except sub section (2)] | Prohibition for buy-back in certain circumstances | |
| 86 | Chapter VI – Registration of Charges | Punishment 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 | |
| 103 | Quorum for meetings | |
| 104 | Chairman of meetings | |
| 105[except 3rd &4th proviso of sub section (1)& (7) | Proxies | |
| 106 | Restriction on voting rights | |
| 107 | Voting by show of hands | |
| 111 | Circulation of member’s resolution | |
| 112 | Representation of President and Governors in meetings | |
| 113[except clause (b) of sub-section(1)] | Representation of corporations at meeting of companies and of creditors | |
| 114 | Ordinary and Special resolutions | |
| 116 | Resolutions passed at adjourned meeting | |
| 127 | Chapter VIII – Declaration and payment of dividend | Punishment for failure to distribute dividends |
| 133 [Please refer point 2 in sub note below] | Chapter IX – Accounts of Companies | Central 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 |
| 162 | Appointment of directors to be voted individually | |
| 163 | Option to adopt principle of proportional representation for appointment of directors | |
| 176 | Chapter XII – Meetings of Board and its powers | Defects in appointment of directors not to invalidate actions taken |
| 180 [Please refer point 3 in sub note below] | Restrictions on powers of board | |
| 181 | Company to contribute to bonafide and charitable funds etc | |
| 182 | Prohibitions and restrictions regarding political contributions | |
| 183 | Power of Board and other persons to make contributions to national defence fund, etc | |
| 185 | Loan to directors | |
| 192 | Restriction on non-cash transactions involving directors | |
| 194 | Prohibition of forward dealings in securities of company by director or key managerial personnel | |
| 195 | Prohibition of insider trading of securities | |
| 202 | Chapter XIII – Appointment and Remuneration of Managerial personnel | Compensation 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 |
| 382 | Display of name , etc of foreign company | |
| 383 | Service on foreign company | |
| 386[except clause (a)] | Interpretation | |
| 394 | Chapter XXIII- Government Companies | Annual Reports on Government Companies |
| 405 | Chapter XXV- Companies to furnish Information or Statistics | Power of Central government to direct companies to furnish information or statistics |
| 407 |
Chapter XXVII – National Company Law Tribunal and Appellate Tribunal |
Definitions |
| 408 | Constitution of National Company Law Tribunal | |
| 409 | Qualification of President and Members of Tribunal | |
| 410 | Constitution of Appellate Tribunal | |
| 411 | Qualification of Chairperson and members of Appellate Tribunal | |
| 412 | Selection of Members of Tribunal and Appellate Tribunal | |
| 413 | Term of office of President , Chairperson and Other members | |
| 414 | Salary, allowances and other terms and conditions of service of members | |
| 439 |
Chapter XXVIII – Special Courts |
Offences to be non- cognizable |
| 443 | Power of Central Government to appoint company prosecutors | |
| 444 | Appeal against acquittal | |
| 445 | Compensation for accusation without reasonable cause | |
| 446 | Application of fines | |
| 447 |
Chapter XXIX – Miscellaneous |
Punishment for fraud |
| 448 | Punishment for false statements | |
| 449 | Punishment for false evidence | |
| 450 | Punishment where no specific penalty or punishment is provided | |
| 451 | Punishment in case of repeated default | |
| 452 | Punishment for wrongful withholding of property | |
| 453 | Punishment for improper use of “Limited “ or “Private Limited” | |
| 456 | Protection of action taken in good faith | |
| 457 | Non – disclosure of information in certain cases | |
| 458 | Delegation by Central Government of its powers and functions | |
| 459 | Powers of Central Government or Tribunal to accord approval etc subject to conditions and to prescribe fees on applications | |
| 460 | Condonation of delay in certain cases | |
| 461 | Annual Report by Central Government | |
| 462 | Power to exempt class or classes of companies from provisions of this Act | |
| 463 | Power of Court to grant relief in certain cases | |
| 467 | Power of Central Government to amend Schedules | |
| 468 | Power of Central Government to make rules relating to winding up | |
| 469 | Power of Central Government to make rules | |
| 470 | Power 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.
Dear Agarwala sir
Thank you .
Please follow this link for another set of sections notified
https://taxguru.in/company-law/companies-act-2013-set-sections-schedules-coming-force-1st-april-2014.html#comments
Vivek Rajan.V
In formation is useful for professionals and stake holders.
Thank you GS Rao Sir
I appreciate your compilation and very useful to readers.
regards
gsrao
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
Dear Balasubramanian sir
Thank you for encouragement
Regards
Vivek Rajan.v
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.
Thanks Mr Vivek Rajan for this good initiative in knowledge sharing.
Regards.
R Balasubramanian, Chennai-59.