The document provides a comparative analysis of key aspects of the Companies Act of 1956 and the proposed Companies Bill of 2012. Some of the major changes introduced in the Bill include more comprehensive definitions, concepts of one person company and small companies, duties and roles of directors, provisions around independent directors, corporate social responsibility, e-governance, auditor accountability, and protection for minority shareholders. New concepts like serious fraud investigation office, cross-border mergers, and uniform financial year are also introduced.

1. COMPANIES ACT,
1956
AND
COMPANIES BILL,
2012
(BILL NO. 121-C OF 2O11)
-...
A Comparative
By Team Manupatra
-December 2012

2. - THE HISTORY
- TOPICAL COMPARATIVE
-December 2012

3. ... THE HISTORY
- December 2012

4. 2008 Bill 2009 Bill
Bill referred to
•Introduced in Lok •2008 bill modified Standing
Sabha on 23.10.08 •Re-introduced in Committee for
•To replace the 2009 on 3.8.09 review
Companies Act,
1956 Report tabled in
Lok Sabha on
• Lapsed due to
August 31, 2010
dissolution of
Parliament
2011 Bill 2011 Bill
•Introduced in Lok • Passed by Lok
Sabha on Was shelved for taking Sabha on
December 14, 2011 up the same in winter December 18,
session of Parliament 2012 as the
on December 22, 2011 Companies Bill
2012
December 2012

5. THE ACT OF 1956 & THE ACT AS
PROPOSED TO BE....
Details Companies Act, 1956 Companies Bill, 2012
Parts/ Chapter 13 29
Sections 658 470
Schedules 15 7
No. of clauses in 67 95
Section 2
(Definitions)

6. ... TOPICAL
COMPARATIVE
- December 2012

7. DEFINITIONS
Details Companies Bill, 2012
New Definitions – as Some of the new definitions as introduced are of Accounting
introduced Standards, Auditing Standards, Associate Company, Chief
(Clause 2) Executive Officer, Chief Financial Officer, Control, Deposit,
Employee Stock Option, Financial Statement, Global
Depository Receipt, Indian Depository Receipt, Independent
Director, Interested Director, Key Managerial Personnel,
Promoter, One Person Company, Small Company, Turnover,
Voting Right etc..
Details Companies Act, 1956 vis-à-vis Companies Bill, 2012
Definitions – • Incase of Private Limited Company [Section 3 & Cl. 2(68) –
Modified/ other Maximum number of members proposed to be increased
important terms from 50 to 200
• Private company which is a subsidiary of a public company
shall be deemed to be a public company.
• Key Managerial Person (KMP) – Cl. 2(51) states that KMP
includes the Chief Executive Officer or the managing
director or the manager; the company secretary; the Chief
Financial Officer if the Board of Directors appoints him; and
such other officer as may be prescribed;

8. DEFINITIONS
Details Companies Act, 1956 vis-à-vis Companies Bill, 2012
Definitions – • Scope of the term “officer who is in default” enlarged – The term was
Modified/ other defined in Section 5 of the Act. Its scope has now been enlarged. It
important terms now states includes as under:
(i) whole-time director; (ii) key managerial personnel; (iii) where there
is no key managerial personnel, such director or directors as specified
by the Board in this behalf and who has or have given his or their
consent in writing to the Board to such specification, or all the
directors, if no director is so specified; (iv) any person who, under the
immediate authority of the Board or any key managerial personnel, is
charged with any responsibility including maintenance, filing or
distribution of accounts or records, authorises, actively participates
in, knowingly permits, or knowingly fails to take active steps to
prevent, any default; (v) any person in accordance with whose advice,
directions or instructions the Board of Directors of the company is
accustomed to act, other than a person who gives advice to the Board
in a professional capacity; (vi) every director, in respect of a
contravention of any of the provisions of this Act, who is aware of
such contravention by virtue of the receipt by him of any proceedings
of the Board or participation in such proceedings without objecting to
the same, or where such contravention had taken place with his
consent or connivance; (vii) in respect of the issue or transfer of any
shares of a company, the share transfer agents, registrars and
merchant bankers to the issue or transfer.

9. DEFINITIONS
Details Companies Act, 1956 vis-à-vis Companies Bill, 2012
Definitions – • Definition of the term “Subsidiary Company” modified – The term is
Modified/ other defined in Section 4 of the Act. Its scope has now been modified to
important terms mean a Company in which the holding Company –
(i) Controls the composition of the Board of Directors; or (ii) Exercises
or controls more than one half of the total share capital (instead of
equity share capital as prescribed under the 1956 Act) either at its
own or together with one or more of its subsidiary companies.
Provided 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.

10. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Concept of One It means a Company which has only one person as a
Person Company member;
(OPC) – Cl. 2(62)
Concept of Small means a company, other than a public company — with paid-up
Companies – Cl. 2(85) share capital not exceeding fifty lakh rupees or such amount as
may be prescribed, not to be more than five crore rupees; or
turnover of which as per its last profit and loss account does not
exceed two crore rupees or such higher amount as may be
prescribed which shall not be more than twenty crore rupees.
This will include a holding company or a subsidiary company; a
company formed with charitable objects; or a company or body
corporate governed by any special Act;
Term ‘Promoter’ (i) Promoter is one who has been named as such in a prospectus
defined – Cl. 2(69) or is identified by the company in the annual return, or (ii) who
has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or (iii) in
accordance with whose advice, directions or instructions the
Board of Directors is accustomed to act. Provided that nothing in
sub-clause (c) shall apply to a person who is acting merely in a
professional capacity.

11. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Directors • Duties of the directors towards a company prescribed (not provided
in the Companies Act, 1956).
• Maximum there can be15 directors. This number can go up on the
passing of special resolution.
• In certain prescribed companies atleast one woman director should
be appointed
• Every company to have one resident director, i.e. a director who has
stayed in India for minimum 182 days in the previous calendar year.
• Every company belonging to such class or description of companies
as may be prescribed shall have Managing Director (MD) or Chief
Executive
• Director (CEO) or Manager and in their absence, a Whole time
Director (WTD) TD and a Company Secretary.
• Individual not to be the Chairman of the company as well as the MD
or CEO of the company at the same time (AoA can provide for this);
• Every whole time KMP to be appointed by a resolution at BOD
meeting;
• A WTKMP not to hold office in more than one company at the same
time.
• Any vacancy in the office of any KMP to be filled up by the BOD
within 6 months.
• Provisions relating to separation of office of Chairman and
Managing Director (MD) modified to allow, in certain cases, a class of
•companies having multiple business and separate divisional MDs to
appoint same person as ‘Chairman as well as MD’

12. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Concept of All listed companies shall have at least one-third of the Board as
Independent independent directors.
Directors – Cl. 149(5) • Such other class or classes of public companies as may be
prescribed by the Central Government shall also be required to
appoint independent directors.
• The independent director has been clearly defined in the Bill.
• Nominee director nominated by any financial institution, or in
pursuance of any agreement, or appointed by any government to
represent its shareholding shall not be deemed to be an
independent director.
• An independent director shall not be entitled to any
remuneration other than sitting fee, reimbursement of expenses
for participation in the Board and other meetings and profit
related commission as may be approved by the members.
• An Independent director shall not be entitled to any stock
option.
•Only an independent director can be appointed as alternate
director to an independent director. [clause 161(2)].

13. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Duties of Directors – • To act in accordance with the articles of the company.
Cl. 166 • To act in good faith in order to promote the objects of the company
for the benefit of its members as a whole, and in the best interests of
the company, its employees, the shareholders, the community and for
the protection of environment.
• To exercise his duties with due and reasonable care, skill and
diligence and shall exercise independent judgment.
• Not to involve in a situation in which he may have a direct or
indirect interest that conflicts, or possibly may conflict, with the
interest of the company.
• Not to achieve or attempt to achieve any undue gain or advantage
either to himself or to his relatives, partners, or associates and if such
director is found guilty of making any undue gain, he shall be liable
to pay an amount equal to that gain to the company.
• Not to assign his office and any assignment so made shall be void.
Resignation of • A Director may resign from his office by giving a notice in writing
Director [Cl. 168] and the Board shall, on receipt of such notice take note of the same
and the company shall intimate the Registrar and place such
resignation in the subsequent general meeting of the company. The
director shall also forward copy of resignation with reasons to
Registrar. The clause further provides for the date on which the
notice of resignation shall take effect. The director shall be liable for
the offences occurred during his tenure.

14. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Cross Border Mergers • The Bill provides for Cross Border Mergers which means that a
foreign Company may with due prior approval of the Reserve
Bank of India, merge or amalgamate in to a Company registered
under this Act or vice-versa.
• Payment of consideration to the shareholders of the merged
Company in cash, or in Depository Receipts (DRs) or partly by
cash and DRs.
Account Books/ Audit/ • Company can maintain Books of Account in electronic mode
Auditors • The Bill provides for conduct of internal audit of prescribed
class or classes of companies.
• 5 Year Tenure for Auditors:
- Audit firm or an individual including an LLP to be appointed
for 5 yrs, i.e. to hold office upto the date of the sixth AGM.
- Appointment of auditors for five years shall be subject to
ratification by members at every Annual General Meeting.
Uniform Financial Company or body corporate to adopt uniform financial year i.e.
Year 1st April to 31st March every year except in certain exceptional
cases.
Existing Companies not adopting 1st April to 31st March as
financial year for the purposes of Companies Act to align
themselves with this within two years of commencement of the
Companies Act, 2012.

15. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Serious Fraud • This is a new clause and seeks to provide that the Central
Investigating Office Government shall constitute Serious Fraud Investigation Office
(SFIO) (SFIO).
[Cl. 211] • The SFIO will be headed by a director and will consist of
experts from various disciplines.
• The Central Government shall also appoint a Director in the
SFIO not below the rank of Joint Secretary and may also appoint
such experts and other officers as it considers necessary for
efficient discharge of functions.
Corporate Social • Every company having specified net worth or turnover or net
Responsibility profit during any FY shall constitute the Corporate Social
[Cl. 135] Responsibility Committee of the Board. The composition of the
committee shall be included in the Board's Report.
• The Board shall disclose the content of policy in its report and
place on website, if any of the Company.
• The Board shall endeavour to ensure that atleast two per cent
of average net profits of the Company made during three
immediately preceding financial years shall be spent on such
policy every year. If the company fails to spend such amount the
Board shall give in its report the reasons for not spending.

16. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
E-governance • Maintenance and allowing inspection of documents by
companies in electronic form being allowed for the first time
Auditor’s • Rotation of auditors and audit firms being provided for.
Accountability/ NFRA • Stricter and more accountable role for auditor being retained.
Provisions relating to prohibiting auditor from performing non-
audit services revised to ensure independence and accountability
of auditor.
• Subject to the maximum prescribed number of companies, the
members of a company may resolve that the auditor or audit
firm of such company shall not become auditor in companies
beyond the number as may be specified in such resolution.
• National Advisory Committee on Accounting and Auditing
Standards (NACAAS) proposed to be renamed as National
Financial Reporting Authority (NFRA) with a mandate to ensure
monitoring and compliance of accounting and auditing standards
and to oversee quality of service of professionals associated with
compliance.
• Authority to consider the International Financial Reporting
Standards and other internationally accepted accounting and
auditing policies and standards.
Contd...

17. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
… contd.
• The Authority is also proposed to be empowered with quasi
judicial powers to ensure independent oversight over
professionals.
• Cost Audit: Cost records to be mandated for companies engaged
in production of such goods or rendering of such services as may
be prescribed. The concept of "cost auditing standards" being
mandated.
• Secretariat Audit: Prescribed class of companies would need to
attach with the Board's Report, a Secretarial Audit Report given
by a company secretary in practice.

18. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Managerial • Provisions relating to limits on remuneration provided in the
Remuneration existing Act (11% of net profits) included.
• For companies with no profits or inadequate profits
remuneration shall be payable in accordance with new Schedule
of Remuneration annexed to the Bill and in case a company is
not able to comply with such Schedule, approval of Central
Government would be necessary.
• Individual limits for remuneration enhanced in the Bill vis-a-
vis the existing limits.
• Concept of payment of periodic fees which shall include sitting
fees to directors being included in the Bill.
• Independent Directors (IDs) not to get stock option: IDs not to
get stock option but may get payment of fees and profit linked
commission subject to limits specified in the Bill/rules.
• Central Government may prescribe amount of fees under the
rules.
Mediation and • It is proposed to create and maintain as "Mediation and
Conciliation Panel Conciliation Panel" for facilitating mediation and conciliation
between parties during any proceeding under the proposed
Legislation before the Central Government or Tribunal.

19. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Protection for • Exit option to shareholders in case of dissent to change in
Minority object for which public issue was made.
Shareholders • Specific disclosure regarding effect of merger on creditors, key
managerial personnel, promoters and non-promoter shareholders
is being provided. The Tribunal is being empowered to provide
for exit offer to dissenting shareholders in case of compromise or
arrangement.
• The Board may have a director representing small shareholders
who may be elected in such manner as may be prescribed by
rules.
Investor Protection • Acceptance of deposits from public subject to a more stringent
regime.
• Central Government to have power to prescribe class or classes
of companies which shall not be permitted to allow use of
proxies. The Bill also to have provisions to provide that a person
shall have proxies for such number of members /such shares as
may be prescribed.
• Provisions for Class Action Suits revised to provide minimum
number of persons who may apply for such suits. Safeguards
against misuse of these provisions also being included.

20. NEW CONCEPTS/ TERMS
Details Companies Bill, 2012
Insider Trading • This is a new clause and seeks to prohibit directors or key
[Cl. 195] managerial person of the company to deal in securities of a
company, or counsel, procure or communicate, directly or
indirectly, about any non-public price-sensitive information to
any person.
• This clause further provided for penal provision in case of
contravention.
Investor Protection • Acceptance of deposits from public subject to a more stringent
regime.
• Central Government to have power to prescribe class or classes
of companies which shall not be permitted to allow use of
proxies. The Bill also to have provisions to provide that a person
shall have proxies for such number of members /such shares as
may be prescribed.
• Provisions for Class Action Suits revised to provide minimum
number of persons who may apply for such suits. Safeguards
against misuse of these provisions also being included.

21. HOLDING COMPANY AND SUBSIDIARY
Details Companies Act, 1956 Companies Bill, 2012
Meaning/ No restriction Class or classes of holding
Restrictions in Companies as may be
regard to Subsidiary prescribed shall not have
layers of subsidiaries
beyond such numbers as
may be prescribed [Cl.
2(87)]

22. SHARES - TRANSFER
[S. 111 OF THE 1956 ACT AND CL. 58 OF THE BILL]
Details Companies Act, 1956 Companies Bill, 2012
Transfer of Shares – Securities or other interest of Freely transferable,
Public Company any member freely transferable. however there needs to be
a contract/agreement with
[sub-sections (1) and (2) of regard to the transfer of
section 111] securities which can be
made enforceable as a
contract. [Cl. 58]
SECURITIES – BUY-BACK
Details Companies Act, 1956 Companies Bill, 2012
Restriction – further Where buyback is by Board (10 No offer of buy-back shall
offer of Buy-back per cent of the total paid up be made within
equity capital and free a period of one year
reserves), no further offer of reckoned from the date of
buyback is permissible within the closure of the
one year from the date of last preceding offer of
offer of buyback. [S. 77A] buy-back, if any. [Cl. 68]

23. ACCEPTANCE OF DEPOSITS BY COMPANIES
Details Companies Act, 1956 Companies Bill, 2012
[Cl. 73]
Eligibility – for Public Companies are No Company except Banking
acceptance from permitted to accept deposits Company and such other
public and from public and shareholders Company as may be specified
shareholders in accordance to Companies in this behalf shall invite,
(Acceptance of Deposit) accept or renew deposits
Rules. from the subject to
[Section 58A) fulfillment of certain
conditions. A Company may,
subject to the passing of a
resolution in general meeting
and prescribed rules accept
deposits from its members on
such terms and conditions as
may be agreed upon between
the Company and its
members, subject to the
conditions prescribed:

24. ACCEPTANCE OF DEPOSITS BY COMPANIES
Details Companies Act, 1956 Companies Bill, 2012
Eligibility – for - … contd.
acceptance
from public and The conditions are:
shareholders - statement showing the financial
position of the company, the credit
rating obtained, the total number of
depositors and the amount due
towards deposits in respect of any
previous deposits accepted by the
company
- depositing such sum which shall
not be less than 15 per cent of the
amount of its deposits maturing
during a FY and the FY next
following, and kept in a separate
bank account in a scheduled bank
to be called as deposit repayment
reserve account;

25. ACCEPTANCE OF DEPOSITS BY COMPANIES
Details Companies Act, Companies Bill, 2012
1956
Eligibility – for - … contd.
acceptance - providing deposit insurance in the
from public manner and extent prescribed
and - certifying that the Company has not
shareholders defaulted in the repayment of deposits
or payment of interest
- providing security, if any for the due
repayment of the amount of deposit or
the interest thereon including the
creation of such charge on the property
or assets of the company. However,
where a Company does not secure the
deposits or secures such deposits
partially, then, the deposits shall be
termed as 'unsecured deposits' and
shall be so quoted in every circular,
form, advertisement or in any
document related to invitation or
acceptance of deposits.

26. ACCEPTANCE OF DEPOSITS
Details Companies Act, Companies Bill, 2012
1956
Eligibility – for - … contd.
acceptance from
public and The deposit repayment reserve account
shareholders referred to in clause (c) of sub-section (2) shall
not be used by the company for any purpose
other than repayment of deposits.
No Company except Banking Company and
such other Company as may be specified in
this behalf shall invite, accept or renew
deposits from the public except in the manner
provided.
A Company may, subject to the passing of a
resolution in general meeting and prescribed
rules accept deposits from its members on
such terms and conditions as may be agreed
upon between the Company and its members,
subject to the conditions prescribed:

27. DIVIDEND – DECLARATION & PAYMENT
Details Companies Act, 1956 Companies Bill, 2012
[Section 205]
Declaration of No dividend to be declared or paid A voluntary transfer by Company to be
Dividend - by a Company for any FY out of the made, as considered appropriate before
Transfer of profits of the Company for that year declaration of any dividend. [Cl. 123]
Reserves arrived at after providing for
depreciation except after the
transfer to the reserves of the
Company of such percentage of its
profits for that year, not exceeding
ten per cent.
Declaration in the Dividend to be declared in Dividend to be declared out of the
event of accordance to Companies accumulated profits transferred to reserves
inadequate profits (Declaration of dividend out of in accordance to applicable rules
Reserves) Rules, 1975 with a
maximum rate prescribed as 10 per
cent
Declaration of No restrictions Interim declaration may be declared out of
interim dividend the surplus in P&L Account as well as
– Any restrictions profits of the FY in which dividend is
sought to be declared. Failure in
compliance will bar the Company to
declare dividend during the period of non
compliance

28. BOOKS OF ACCOUNT
Details Companies Act, 1956 Companies Bill, 2012 [Cl. 129]
Consolidated No Provisions The financial statement shall be laid in
Statements the AGM of that FY. In case of
subsidiary companies, the company
shall prepare a consolidated financial
statement of the Company and all
subsidiaries and lay before the AGM.
The Central Government shall have
the power to exempt a class or classes
of companies from any of the
requirement of this section. The clause
also provide the penalty where
company contravenes the provision of
this section.
For the purpose of above, "subsidiary"
shall include 'associate company' and
'joint venture'

29. LOAN AND INVESTMENT BY COMPANY
Details Companies Act, 1956 Companies Bill, 2012
Exemptions [Section 372A] [Cl. 186]
Any loan made, any guarantee given or - Loan made, guarantee given or
any security provided or any investment security provided by a banking
made by - company or an insurance
Banking company, or an insurance company or a housing finance
company, or a housing finance company in Company in the ordinary course
the ordinary course of its business, or a of its business or a company
company established with the object of engaged in the business of
financing industrial enterprises, or of financing of companies or of
providing infrastructural facilities; providing infrastructural
Company whose principal business is the
facilities;
acquisition of shares, stock, debentures or
- To any acquisition (i) made by a
other securities;
non-banking financial company
A private company, unless it is a
subsidiary of a public company; whose principal business is
To investment made in shares allotted in acquisition of securities.
pursuance of clause (a) of sub-section (1) of - Exemption to NBFC shall be in
section 81; respect of its investment and
To any loan made by a holding company to lending activities;
its wholly owned subsidiary; - Acquisition made by a company
To any guarantee given or any security whose principal business is the
provided by a holding company in respect acquisition of securities;
of loan made to its wholly owned - Acquisition of shares allotted in
subsidiary; or pursuance to further issue of
To acquisition by a holding company, by capital
way of subscription, purchases or
otherwise, the securities of its wholly
owned subsidiary.

30. RELATED PARTY TRANSACTIONS
Details Companies Act, 1956 Companies Bill, 2012
Provisions/ scope thereof [Section 297] [Cl. 188]
A company is debarred from entering A Company is debarred from
into: entering into:
- Contracts relating to sale, purchase or -Contracts relating to: sale,
supply of any goods or materials and purchase or supply of any goods
services; or materials; buying/selling
-Contracts relating to underwriting /disposing otherwise any
subscriptions of shares, debentures of a property; leasing of any
company. property; availing/ rendering of
Contracts cover the following specified any services; appointment of
persons:-- Director/Relative of Director any agents for purchase or sale
of a Company; Firm where such of goods, materials, services or
Director/Relative is a partner; Any property; such related party's
other partner of such firm as above; appointment to any office or
Private company where such Director is place of profit in the company,
Director or member its subsidiary or associate
Such transactions are subject to prior company; underwriting
approval by resolution passed by the subscription of any securities/
Board of Directors in a Board Meeting. derivatives of the company.
In case of paid up capital of Company Contracts cover specified
exceeds one crore, prior approval of the persons under Section 2 clause
Regional Director is required. 76 of the Bill defining the term
Related Party.

31. RELATED PARTY TRANSACTIONS
… CONTD.
Details Companies Act, 1956 Companies Bill, 2012
Exemptions are provided in the Such transactions are
case of: subject to prior approval
1.Purchase/ Sale of goods and by resolution passed by
materials: the Board of Directors in
(a) for cash at current Market a Board Meeting. In case
price the paid up capital of the
(b) Also services, the cost of Company/transaction
which does not exceed Rs. 5000 exceeds prescribed limit,
in any year during tenure of prior approval of the
Contract shareholders is required.
2.Transactions by Banking / Exemptions are provided
Insurance Companies in the in the case of transactions
ordinary course of Business. in ordinary course of
business, other than those
which are not an arms
length basis

32. COMPROMISES, ARRANGEMENTS AND
AMALGAMATIONS
Details Companies Act, 1956 Companies Bill, 2012
How this can be To be approved by Majority Voting by Postal Ballot
approved representing 3/4th in value of added
the creditors or members or Approval of High Court
class thereof present and voting (NCLT)
or by proxy. [Clause 230]
Approval of High Court (NCLT)
About the Valuation Valuation report not to be given It now needs to be given
Report to shareholders/ creditors
alongwith notice convening
meeting
Objections against Objection can be made by any Objection to be made only
the purpose shareholder or creditor. Such by:
objection can be made • persons holding more
irrespective of their than 10% shareholding; or
shareholding/ debt outstanding • having outstanding debt
of more than 5% of total
outstanding debt as per
the last audited balance
sheet

33. COMPROMISE, ARRANGEMENT AND
AMALGAMATION
Details Companies Act, 1956 Companies Bill, 2012
Buy back of The scheme can include It can form part of it as per
Securities any buyback of securities the provisions of buyback.
On the Takeover Scheme cannot include a As per the manner
offer Take over offer prescribed. In the case of
listed Companies such offer
has to be as per SEBI
Regulations
Transfer – Listed No specific requirement to Notice needs to be served on
Company with serve notice on Income tax IT department, RBI, SEBI,
Unlisted Company department and other the Stock Exchanges, CCI,
regulatory body Sectoral regulators/
authorities

34. COMPROMISE, ARRANGEMENT AND
AMALGAMATION
Details Companies Act, 1956 Companies Bill, 2012
Merger – Indian No Yes, with prior approval of
Companies with RBI
Foreign Company
Takeover offer Scheme cannot include a It may include in a prescribed
Take over offer manner . In the case of listed
Companies such offer has to
be as per SEBI Regulations
Offer to sell No May sell at the price
(Minority determined in accordance to
Shareholders to applicable rules
Majority
shareholder)

35. COMPROMISE, ARRANGEMENT AND
AMALGAMATION
Details Companies Act, Companies Bill, 2012
1956
Purchase – No specific provision •Acquirer and/ or PAC or person/
Minority group of persons holding 90 per
shareholding by cent or more of the issued equity
Majority capital of the Company by virtue of
shareholder amalgamation, share exchange,
conversion of securities or for any
other reasons, can purchase the
remaining equity shares of the
Company from minority
shareholders at a price determined
by registered valuer
•Minority shareholders may also
offer to the majority shareholders
to purchase their equity
shareholding in the Company at
the price determined by registered
valuer.

36. LOAN TO DIRECTORS
Details Companies Act, Companies Bill, 2012
1956 [S. 295] [Cl. 185]
Provisions • Provisions are •Provisions are applicable only to both
application only to Public and Private Companies subject
Public Companies to the following exceptions:
subject to the following • Managing or whole-time conditions of
exceptions: - Banking service extended by company director,
Companies; Holdings to as part of to all its employees or in
subsidiary Company ; furtherance to any scheme approved by
Private Company; a special resolution of its members.
• Prior approval of the • Company which in the ordinary course
CG is mandatory before of business provides loans ,gives
any Public Company guarantees or securities for the due
directly/indirectly repayment subject to the condition that
makes loan, gives rate of interest is not less than the
guarantee or provides bank rate declared by the Reserve Bank
security to its Directors of India.
or other specified
persons.

37. REGISTERED VALUER
Details Companies Act, 1956 Companies Bill, 20112
[New Provision – Cl.
247]
Provision relating to No provisions prescribed Where valuation is to be
Registered Valuer made under the Act, in
respect of any property,
stocks, shares,
debentures, ,securities or
goodwill or other assets or
net worth of a Company
or its liabilities, such
valuation shall be done by
a registered valuer.

38. REMOVAL OF NAMES OF COMPANIES
FROM THE REGISTER OF COMPANIES
Details Companies Act, Companies Bill, 2012
1956
Grounds [Section 560] [Cl. 248]
A Company may be Reasons for Strike off:
struck off by ROC if • subscribers to the memorandum
it has reasonable have not paid the subscription
cause to believe that money with 180 days from the date
a Company is not of incorporation
carrying on business • Company has failed to commence
or operations its business within one year of its
incorporation
• Company is not carrying on any
business or operation for two
immediately preceding financial
year and has within such period
applied for status of a dormant
Company

39. WINDING-UP
Details Companies Act, Companies Bill, 2012
1956 [Ss. 433 &
434]
Grounds • By Special [Cl. 271]
resolution • Requirement of minimum
• If Company is number of member removed
unable to pay its • Following additional grounds
debt. added:
• Business not i. Management of company
commenced within affairs in fraudulent manner
one year of its ii. Formation of Company for
incorporation or fraudulent and unlawful
suspends its purpose
business for the iii. Persons involved/ concerned
whole year in the formation of Company
• Minimum number guilty of fraud, misfeasance or
of member goes misconduct in connection
below than as therewith.
prescribed i.e. 2 and
7 incase of Pvt. and
Public limited
Company