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APPLICABILITY OF THE NEW COMPANIES ACT, 2013 FROM 12TH SEPTEMBER, 2013

SECTION CLAUSE 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 EXCEPTIONS LEGEND DEFINITIONS abridged prospectus alter or alteration Appellate Tribunal means the National Company Law Appellate Tribunal articles associate company authorised capital or nominal capital banking company Board of Directors or Board, body corporate or corporation book and paper branch office, called-up capital charge chartered accountant Chief Executive Officer Chief Financial Officer company company limited by guarantee company limited by shares company secretary or secretary company secretary in practice contributory control cost accountant court (exception : reg. establishment of a special court) debenture depository

1 3 4 5 6 8 9 10 11 12 14 15 16 17 18 19 20 21 22 24 25 26 27 28 29 Sub-Cl. (iv) 30 32

SECTION CLAUSE 33 2 34 2 35 2 36 2 37 2 38 2 39 2 40 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

EXCEPTIONS derivative director dividend document employees stock option expert financial institution financial statement free reserves

LEGEND

43 44 45 46 49 50 51 52 53 54 55 56 57 58 59 60 61 63 64 65 66 67 Sub-Cl. (ix) 68

Global Depository Receipt Government company holding company, interested director issued capital key managerial personnel, listed company manager managing director member memorandum net worth notification officer officer who is in default Official Liquidator ordinary or special resolution paid-up share capital or share capital paid-up postal ballot prescribed previous company law (exception reg: (ix) the Registration of Companies (Sikkim) Act, 1961;) private company

SECTION CLAUSE EXCEPTIONS 69 2 70 2 71 2 72 2 73 2 74 2 75 2 76 2 77 2 78 2 79 2 80 2 81 2 82 2 84 2 86 2 87 Proviso & Explanation (d)

LEGEND promoter "prospectus public company public financial institution recognised stock exchange register of companies Registrar related party relative, remuneration Schedule scheduled bank securities Securities and Exchange Board share subscribed capital subsidiary company or subsidiary (Exception Proviso reg: restriction beyond such numbers of layers of subsidiaries, as may be prescribed) & Explanation (d): for the expression layer. sweat equity shares total voting power Tribunal turnover unlimited company voting right whole-time director undefined words same as in SC Reg Act, SEBI & Depositories Act.

2 2 2 2 2 2 2 2 2

88 89 90 91 92 93 94 95

SECTION CLAUSE 19 21 22

CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO EXCEPTIONS LEGEND Subsidiary company not to hold shares in its holding company. Authentication of documents, proceedings and contracts. Execution of bills of exchange, etc. CHAPTER IIIPROSPECTUS AND ALLOTMENT OF SECURITIES PART I.Public offer Public offer and private placement. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. Sub-Sec. 33 (matters to be stated in Document containing offer of securities for sale to be deemed prospectus a prospectus) Public offer of securities to be in dematerialized form. Advertisement of prospectus. Shelf Prospectus Red herring prospectus. Issue of application forms for securities. Sub-Sec. 3 (default penalty) Criminal liability for misstatements in prospectus. Sub-Sec. 1 (e) (reg: expert) Civil liability for misstatements in prospectus. Punishment for fraudulently inducing persons to invest money. Action by affected persons. Punishment for personation for acquisition, etc., of securities. Sub-Sec. 4 (Reg. Filing with ROC) Allotment of securities by company. Sub-Sec. 6 (paying commission) Securities to be dealt with in stock exchanges. CHAPTER IV SHARE CAPITAL AND DEBENTURES Nature of shares or debentures. Numbering of shares. Calls on shares of same class to be made on uniform basis. Company to accept unpaid share capital, although not called up.

23 24 25 29 30 31 32 33 34 35 36 37 38 39 40

44 45 49 50

SECTION CLAUSE 51 57 58 59 60 65 69 70

EXCEPTIONS

Sub-Sec. 2 (Reg. purchase of own shares by a company)

LEGEND Payment of dividend in proportion to amount paidup. Punishment for personation of shareholder. Refusal of registration and appeal against refusal Rectification of register of members. Publication of authorised, subscribed and paid-up capital. Unlimited company to provide for reserve share capital on conversion into limited company. Transfer of certain sums to capital redemption reserve account. Prohibition for buy-back in certain circumstances.

86

91 100 102 103 104

105

CHAPTER V REGISTRATION OF CHARGES Punishment for contravention. CHAPTER VII MANAGEMENT AND ADMINISTRATION Power to close register of members or debentureholders or of other security holders. Sub-Sec. 6 (Reg.meeting Expenses) Calling of extraordinary general meeting. Statement to be annexed to notice. Quorum for meetimgs Chairman of meetings Proxies [Proviso 3 & 4 to Sub Sec (1)] and Sub Sec (7) (Exceptions: Prov.3&4: Govt. power to bar certain cos to appoint proxies & to Prescribe the no. of members a proxy can act on behalf of.) Sub sec 7: Reg. applicability of prescribed form of proxy) Restriction on voting rights. Voting by show of hands. Circulation of members resolution. Representation of President and Governors in meetings. Representation of corporations at meeting of companies and of creditors. Ordinary and special resolutions.

106 107 111 112 113 114

Sub-Sec. 1 (b) (Rep. by Creditor)

SECTION CLAUSE 116

EXCEPTIONS

LEGEND Resolutions passed at adjourned meeting.

CHAPTER VII DECLARATION AND PAYMENT OF DIVIDEND 127 Punishment for failure to distribute dividends. CHAPTER VII ACCOUNTS OF COMPANIES Central Government to prescribe accounting standards. CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS Sub-Sec. 2 (appt. of Alternate Appointment of additional director, alternate director and nominee director. director) Appointment of directors to be voted individually. Option to adopt principle of proportional representation for appointment of directors. CHAPTER XII MEETINGS OF BOARD AND ITS POWERS Defects in appointment of directors not to invalidate actions taken. Restrictions on powers of Board. Company to contribute to bona fide and charitable funds, etc. Prohibitions and restrictions regarding political contributions. Power of Board and other persons to make contributions to national defence fund, etc. Loan to directors, etc. Restriction on non-cash transactions involving directors. Prohibition on forward dealings insecurities of company by director or key managerial personnel. Prohibition on insider trading of securities.

133

161 162 163

176 180 181 182 183 185 192 194 195

SECTION CLAUSE

EXCEPTIONS

LEGEND

202

CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL Compensation for loss of office of managing or whole-time director or manager. CHAPTER XXII COMPANIES INCORPORATED OUTSIDE INDIA Display of name, etc., of foreign company. Service on foreign company. (the expression Interpretation.

382 383 386

clause (a) certified)

394

CHAPTER XXIII GOVERNMENT COMPANIES Annual reports on Government companies. CHAPTER XXV COMPANIES TO FURNISH INFORMATION OR STATISTICS Power of Central Government to direct companies to furnish information or statistics. CHAPTER XXVII NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL Definitions Constitution of National Company Law Tribunal. Qualification of President and Members of Tribunal. Constitution of Appellate Tribunal. Qualifications of chairperson and Members of Appellate Tribunal. Selection of Members of Tribunal and Appellate Tribunal. Term of office of President, chairperson and other Members. Salary, allowances and other terms and conditions of service of Members.

405

407 408 409 410 411 412 413 414

SECTION CLAUSE

EXCEPTIONS

LEGEND CHAPTER XXVIII SPECIAL COURTS Offences to be noncognizable. Power of Central Government to appoint company prosecutors. Appeal againstacquittal. Compensation for accusation without reasonable cause. Application of fines. CHAPTER XXIX MISCELLANEOUS Punishment for false statement. Punishment for false evidence. Punishment where no specific penalty or punishment is provided. Punishment in case of repeated default. Punishment for wrongful withholding of property Punishment for improper use of Limited or Private Limited. Protection of action taken in good faith. Nondisclosure of information in certain cases. Delegation by Central Governemnt of its powers and functions. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications. Condonation of delay in certain cases. Annual report by Central Government. Power to exempt class or classes of companies from provisions of this Act. Power of court to grant relief in certain cases. Power of Central Government to amend Schedules. Powers of Central Government to make rules relating to winding up. Powers of Central Government to make rules. Power to remove difficulties.

439 443 444 445 446

448 449 450 451 452 453 456 457 458 459 460 461 462 463 467 468 469 470