"Highlights of New Provisions of Companies Act 2013 notified on 12/09/2013 ​"

Many of the sections of Companies Act, 2013 which have been notified on 12/09/2013​,​ have provisions similar to that of Companies Act, 1956. But here are analysis (part I) of some important Sections of Companies Act, 2013.

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Highlights of New Provisions of Companies Act 2013 notified on 12/09/2013 - 

Companies Act 2013	Companies Act 1956	Changes	Remarks
Definitions under Section 2 (There are 94 definitions in the new Act out of which all definitions except 12 definitions have been notified.) In some definitions, a particular portion remains unnotified.	Definitions under Section 2	The definition of Private Company  is different from the earlier Act.	The Ministry on 13th September 2013 has clarified that all incorporation  documents being filed on or after 12.09.2013 must contain the new definition only.
Section 102  -Statement to be annexed to notice	Section 173 -Statement to be annexed to notice	o    Disclosure of interest made mandatory for directors/ manager and every key managerial personnel and relatives of directors, manager and KEY MANAGERIAL PERSONNEL. Earlier, interest of only directors/ manager has to be disclosed. o    Earlier, with regard to any special business concerning another company, disclosure of shareholding interest of director/manager in that other company had to be disclosed if such share holding was more than 20%. Now the percentage has been changed to 2% and also the same has been made applicable to all promoters, directors, manager and KEY MANAGERIAL PERSONNEL. o    NEW ACT specifies the consequences of non-disclosure or insufficient disclosure. It said that if any benefit accrues to any director, manager, promoter or KEY MANAGERIAL PERSONNEL or their relatives because of non-disclosure or insufficient disclosure, then the concerned person will be deemed to be holding the amount of benefit in trust for the company. o    New Act also contains the penalty clause which provides for a penalty of Rs. 50,000/- or 5 times the amount of benefit, whichever is more. Earlier no specific penalty was provided. o    As per new Act, applicability of this Section is for all companies except to a One Person Company. Earlier, as per Section 170 of CA, 1956, the provisions of section 173 will apply to private companies only if the Articles do not provide anything otherwise.	MCA has clarified that the provisions of this section will apply to all notices issued on or after 12th September, 2013.
Section 103 – Quorum for meetings	Section 174 - Quorum for general meetings.	Quorum requirement for public companies  No. of members as on date of Meeting -1000 or less Quorum Requirement 5 members personally present No. of members as on date of Meeting -1000-5000 Quorum Requirement 15 members personally present No. of members as on date of Meeting -More than 5000 Quorum Requirement 30 members personally present The quorum requirement for private companies remains same at 2 members personally present.
Section 180 – Restrictions on powers of Board	Section 293 - which contains a list of items which can be transacted by the Board only after obtaining approval of the shareholders.	o    NEW ACT mandates approval by means of special resolution only. o    CA, 1956 mandated that approval has to be obtained in a meeting.This requirement seems to have been dispensed with in NEW ACT as the word “meeting” has been replaced with “special resolution”. o    This Section is applicable to all companies as compared to only public companies and subsidiaries of public companies as contained in CA, 1956.

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Disclaimer

Whilst every effort has been made to ensure that details provided above are correct and up-to-date, it does not constitute any professional or legal advice. ​​