CLR Flash :: Commencement Notification Of Companies Act 2013 :: 98 Sections Notified

The Ministry of Corporate Affairs, has notified 98 sections of the Companies Act 2013  (18 of 2013) by way of a notification dated 12th September 2013. All these sections will now come into immediate effect from 12th September 2013. The professional must now read both the Companies Act viz. 1956 and 2013 together, in order to interpret the impact of the new provisions.

Some sections and sub-sections have not been notified. The entire notification has been depicted below for all. Corporate Law Reporter has mentioned the relevant section headings and corresponding Chapter to which the section relates to. The Original MCA Notification on the Commencement of Companies Act 2013, has been attached for reference.

Each Section is being linked to a corresponding detailed post within the Journal Site.

——————————————————–

#      Section

1)     Chapter I -Preliminary (Sections 1 – 2)

1. Section 2- Definitions.

• clause (1)
• clauses (3) to (6) (both inclusive)
• clauses (8) to (12) (both inclusive)
• clauses (14) to (22) (both inclusive)
• clauses (24) to (28) (both inclusive)
• clause (29) except sub-clause (iv)
• clause (30)
• clauses (32) to (40) (both inclusive)
• clauses (43) to (46) (both inclusive)
• clauses (49) to (61) (both inclusive)
• clauses (63) to (66) (both inclusive)
• clause (67) except sub-clause (ix)
• clauses (68) to (82) (both inclusive)
• clause (84)
• clause (86)
• clause (87) except the proviso and Explanation (d)
• clauses (88) and (89)
• clauses (90) to (95) (both inclusive)

2)      Chapter II -Incorporation of Company and Matters Incidental Thereto (Sections 3 – 22) 

1. Section 19- Subsidiary company not to hold shares in its holding company.
2. Section 21- Authentication of documents, proceedings and contracts.
3. Section 22- Execution of Acts of exchange, etc.

3)      Chapter III -Prospectus and Allotment of Securities (Sections 23 – 42)

1. Section 23- Public offer and private placement.
   • except clause (b) of sub-section (1) and sub-section (2)
2. Section 24- Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
3. Section 25- Document containing offer of securities for sale to be deemed prospectus.
   • except sub-section (3)   
4. Section 29- Public offer of securities to be in dematerialised form.
5. Section 30- Advertisement of prospectus.
6. Section 31- Shelf prospectus.
7. Section 32- Red herring prospectus.
8. Section 33- Issue of application forms for securities.
   • except sub-section (3)
9. Section 34- Criminal liability for mis-statements in prospectus.
10. Section 35- Civil liability for mis-statements in prospectus.
    • except clause (e) of sub-section (1)
11. Section 36- Punishment for fraudulently inducing persons to invest money.
12. Section 37- Action by affected persons.
13. Section 38- Punishment for personation for acquisition, etc., of securities.
14. Section 39- Allotment of securities by company.
    • except sub-section (4)
15. Section 40- Securities to be dealt with in stock exchanges.
    • except sub-section (6)

4)      Chapter IV -Share Capital and Debentures (Sections 43 – 72)

1. Section 44- Nature of shares or debentures.
2. Section 45- Numbering of shares.
3. Section 49- Calls on shares of same class to be made on uniform basis.
4. Section 50- Company to accept unpaid share capital, although not called up.
5. Section 51- Payment of dividend in proportion to amount paid-up.
6. Section 57- Punishment for personation of shareholder.
7. Section 58- Refusal of registration and appeal against refusal.
8. Section 59- Rectification of register of members.
9. Section 60- Publication of authorised, subscribed and paid-up capital.
10. Section 65- Unlimited company to provide for reserve share capital on re-registration.
11. Section 69- Transfer of certain sums to capital redemption reserve account.
12. Section 70- Prohibition for buy-back in certain circumstances.
    • except sub-section (2)

5)      Chapter VI -Registration of Charges (Sections 77 – 87)

1. Section 86- Punishment for contravention.

6)      Chapter VII -Management and Administration (Sections 88 – 122)

1. Section 100- Calling of extraordinary general meeting.
   • except sub-section (6)
2. Section 102- Statement to be annexed to notice.
3. Section 103- Quorum for meetings.
4. Section 104- Chairman of meetings.
5. Section 105- Proxies.
   • except the third and fourth proviso of sub-section (1) and sub-section (7)
6. Section 106- Restriction on voting rights.
7. Section 107- Voting by show of hands.
8. Section 111- Circulation of members’ resolution.
9. Section 112- Representation of President and Governors in meetings.
10. Section 113- Representation of corporations at meeting of companies and of creditors.
    • except clause (b) of sub-section (1)
11. Section 114- Ordinary and special resolutions.
12. Section 116- Resolutions passed at adjourned meeting.
13. Section 91- Power to close register of members or debenture holders or other security holders.

7)      Chapter VIII -Declaration and Payment of Dividend (Sections 123 – 127)

1. Section 127- Punishment for failure to distribute dividends.

8)      Chapter IX -Accounts of Companies (Sections 128 – 138)

1. Section 133- Central Government to prescribe accounting standards.

9)      Chapter XI -Appointment and Qualifications of Directors (Sections 149 – 172)

1. Section 161- Appointment of additional director, alternate director and nominee director.
   • except sub-section (2)
2. Section 162- Appointment of directors to be voted individually.
3. Section 163- Option to adopt principle of proportional representation for appointment of directors.

10)   Chapter XII -Meetings of Board and its Powers (Sections 173 – 195)

1. Section 176- Defects in appointment of directors not to invalidate actions taken.
2. Section 180- Restrictions on powers of Board.
3. Section 181- Company to contribute to bona fide and charitable funds, etc.
4. Section 182- Prohibitions and restrictions regarding political contributions.
5. Section 183- Power of Board and other persons to make contributions to national defence fund, etc.
6. Section 185- Loan to directors, etc.
7. Section 192- Restriction on non-cash transactions involving directors.
8. Section 194- Prohibition on forward dealings in securities of company by a key managerial personnel.
9. Section 195- Prohibition on insider trading of securities.

11)   Chapter XIII -Appointment and Remuneration of Managerial Personnel (Sections 196 – 205)

1. Section 202- Compensation for loss of office of managing or whole-time director or manager.

12)   Chapter XXII-Companies Incorporated Outside India (Sections 379- 393)

1. Section 379- Application of Act to foreign companies.
2. Section 382- Display of name, etc., of foreign company.
3. Section 383- Service on foreign company.
4. Section 386- Interpretation.
   • except clause (a)

13)   Chapter XXIII-Government Companies (Sections 394 – 395)

1. Section 394- Annual reports on Government companies.

14)   Chapter XXV-Companies to Furnish Information or Statistics (Sections 405)

1. Section 405- Power of Central Government to direct companies to furnish information or statistics.

15)   Chapter XXVII-National Company Law Tribunal and Appellate Tribunal (Sections 407 – 434)

1. Section 407- Definitions.
2. Section 408- Constitution of National Company Law Tribunal.
3. Section 409- Qualification of President and Members of Tribunal.
4. Section 410- Constitution of Appellate Tribunal
5. Section 411- Qualification of Chairperson and Members of Appellate Tribunal.
6. Section 412- Selection of Members of Tribunal and Appellate Tribunal.
7. Section 413- Term of office of President, Chairperson and other Members.
8. Section 414- Salary, allowances and other terms and conditions of service of Members.

16)   Chapter XXVIII- Special Courts (Sections 435 – 446)

1. Section 439- Offences to be non-cognizable.
2. Section 443- Power of Central Government to appoint company prosecutors.
3. Section 444- Appeal against acquittal.
4. Section 445- Compensation for accusation without reasonable cause.
5. Section 446- Application of fines.

17)   Chapter XXIX Miscellaneous (Sections 447 – 470)

1. Section 447- Punishment for fraud.
2. Section 448- Punishment for false statements.
3. Section 449- Punishment for false evidence.
4. Section 450- Punishment where no specific penalty or punishment is provided.
5. Section 451- Punishment in case of repeated default.
6. Section 452- Punishment for wrongful withholding of property.
7. Section 453- Punishment for improper use of “Limited” or “Private Limited”.
8. Section 456- Protection of action taken in good faith.
9. Section 457- Non-disclosure of information in certain cases.
10. Section 458- Delegation by Central Government of its powers and functions.
11. Section 459- Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
12. Section 460- Condonation of delay in certain cases.
13. Section 461- Annual report by Central Government.
14. Section 462- Power to exempt a class or classes of companies from provisions of this Act.
15. Section 463- Power of Court to grant relief in certain cases
16. Section 467- Power of Central Government to amend Schedules.
17. Section 468- Power of Central Government to make rules relating to winding up.
18. Section 469- Power of Central Government to make rules.
19. Section 470- Power to remove difficulties.