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The Act is divided into 29 chapters, 470 clauses and 7 schedules. A brief comparison of Companies Act 2013 (10 Chapters) with Companies Act 1956 are as follows.

PARTICULARS COMPANIES BILL 2012 COMPANIES ACT 1956
TYPES OF COMPANY   There are three types of Companies

a). Public Company

b). Private Company

c).One Person Company

OPC company is a new concept.

Only two types of Companies

a). Public Company

b). Private Company

 

OBJECT CLAUSE OF MOA No requirement for bifurcation of the object clause of MOA into Main, ancillary and other objects. Object clause of MOA is bifurcated into main objects and objects incidental or ancillary to the main objects and other objects
NO OF MEMBERS In a Private Limited Company the maximum no of members is 200 In a Private Limited Company the maximum no of members is 50
VALIDITY OF NAME APPROVAL Instead of rules, the act prescribes that name shall be valid for a period of Sixty days. The power to fix the validity period of the names approval is vested with Central government by framing Rules.

 

 

REGISTERED OFFICE –INCORPORATION A Company may have registered office , on and from the fifteenth day of its incorporation. Verification of registered office to be filed within 30 days Registered office to be decided from the date of incorporation itself
LETTER HEAD A Company is required to print name, address,CIN along with Phone no & FAX,  E mail ID in all its business letters, billheads, letter papers and in all its notices and other official publications A company is required to print name, address in all its business letters, billheads, letter papers and in all its notices and

other official publications

CHANGE OF NAME A Company also needs to specify its old name for a period  of two years after change of name There is no such requirement.
COMMENCEMENT OF BUSINESS Both Private and Public Company are required to file declaration form within 180 days from the date of incorporation.

No certificate will be issued by registrar for commencement of business

There is no necessity for private limited companies. They can commence its business after its incorporation.

Public limited companies can commence its business only after obtaining certificate of commencement of business. Registrar will issue a certificate in this regard.

FURTHER ISSUE OF SHARE CAPITAL The provisions with related to further issue of share capital is applicable to all types of companies. No time limit has been prescribed A public limited company at any time after the expiry of two years from the formation of a company or at any time after the expiry of one year from the allotment of shares made for the first time after its incorporation such shares shall be offered only to the existing shareholders. (Section 81)

 

TIME PERIOD TO DELIVER SHARE CERTIFICATE a).For first Subscribers & for any allotment- 2 Months,

 b)For transfer and transmission Within a period of One Month

c).For Debentures- within a period of six months

 

a).For first Subscribers & for any allotment- 3 Months,

 b)For transfer and transmission Within a period of One Month

c).For Debentures- within a period of three months

ACCEPTANCE OF DEPOSITS A Company cannot accept deposits from persons other than its members and approval of shareholders will be required for the acceptance of deposit from the members also. A Company may invite or accept deposits from the public or from its members
CHARGES Now all types of charges would be required to be registered. The additional time limit for registration of charge has been increased to 300 days. Only charges specified under Section 125 to be registered. The time limit for registration of charge is 30 days+30 days (with additional fees)
PREPARATION OF ANNUAL RETURN Annual return shall carry information upto the date of closure of financial year Annual return shall carry information upto the date of the Annual General Meeting
ANNUAL RETURN An extract of the annual return in such form as may be prescribed for listed companies and other companies( Criteria  not specified still) shall form part of the Board’s report. There is no such requirement
DUE DATE OF FIRST  AGM First Annual General Meeting of the company shall be held within the period of 9 Months from the closure of its  financial year First Annual General Meeting of the Company shall be held within 18 Months (Section 166) from the date of incorporation or Nine months from the date of profit &  Loss Account(Section 210) whichever is earlier.

 

 AGM DATE Annual General Meeting of the Company can only be held between 9 A.M to 6 P.M ie., Business hours. AGM can be held on any public holiday but not any national holiday AGM can be held Business hours but not on a public holiday
ADOPTION OF ANNUAL ACCOUNTS Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section

(1), duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held.

No Such requirement
QUORUM The Quorum for Public Companies will now depends upon the members of the Company. Even attending meeting through Video Conference is also counted for a quorum. Unless the articles provide, five members personally present shall be the Quorum
POSTAL BALLOT The provisions of the postal ballot shall be applicable to all companies as prescribed The provisions of postal ballot shall be applicable to Listed Companies only
PROXY One person cannot represent as proxy for more than 50 members One person can represent as  proxy for any number of members.
REPORTING TO ROC ON GENERAL MEETING Listed Companies are required to prepare and file a report on each AGM including the confirmation for meeting held within 30 days from the conclusion of AGM No Such requirement
MODE OF KEEPING BOOKS OF ACCOUNTS In Electronic Mode In Physical form
BOARD REPORT The Directors are required to include certain information in the board report like extract of Annual Return, number of board meetings and of independent directors. The Directors report shall contain the  details of changes in board, Auditor observations, Employee information, dividend proposed etc.

 

 

 

CORPORATE SOCIAL RESPONSIBILITY a).Every Company having net worth of rupees five hundred crore or more, or turnover ofrupees one thousand crores or more to a net profit of rupees five crores or more

during any financial year shall constitute a Corporate Social Responsibility

Committee of the Board consisting of 3 or more Directors, out of which at least one Director

shall be an Independent Director.

b).The Board of every Company shall ensure that the Company spends in every financial year, at

least 2% of the average net profits of the company during the 3 immediate preceeding financial years, in pursuance of its corporate social responsibility policy and in case of failure to

do so, shall report the necessary reasons for not spending the same in their board’ s report

No Such Requirement
FINANCIAL YEAR The Financial year of any Company can be only from April – March and only certain companies complying with certain conditions can have a different financial year with the approval of the National Company Law Tribunal. Financial Year means period in which accounts are adopted in AGM. It should not exceed 15 Months
APPOINTMENT OF AUDITORS a).Every Company shall at the first Annual General Meeting, appoint an individual or a firm as an

Auditor shall hold office from the conclusion of that meeting till the conclusion of its Sixth annual General Meeting and thereafter till the Conclusion of every sixth meeting.

b). The Bill provides provision for compulsory rotation of Individual Auditors in every 5 years and of audit firm in every 10 years in listed companies and certain other class of companies as may be prescribed.

No Such provision for rotation  of Auditors.
APPOINTMENT OF COST AUDITOR No approval is required of the Central Government for the appointment of a Cost

Auditor to conduct the cost audit.

Approval from Central government is required for the appointment of a Cost Auditor to conduct the cost audit.

 

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