This document provides an overview of a lecture on the Companies Act 2013 in India. It discusses the objectives and structure of the new Act, highlighting areas of focus like corporate governance, disclosures, accounting standards, and enforcement. The summary introduces the key institutions under the Act like the National Company Law Tribunal, Serious Fraud Investigation Office, and National Financial Reporting Authority established to strengthen corporate regulation and enforcement of the law.

1. Lecture on Companies Act, 2013
Prof. (Dr) Shyam Agarwal

2. Syllabus Components
1. Course Objective, Need of Regulating Mechanism and Legal
Paradigm
2. Sources of Business Law
3. Companies Act, 2013 (CA 2013): Evolution & Structure
4. Company: Meaning, Essential Features
5. Types of Companies and Salient Characteristics
6. Promotion and Formation of a Company (Co)
7. Memorandum of Association (MoA) & Changes
8. Articles of Association (AoA) and Amendment
9. Prospectus and Misstatement in it
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3. Syllabus Components (2)
10. Co Meetings
11. Board of Directors (incl. Independent Directors)
12. Co Directors and Managers
13. Duties of Directors
14. Duties and Accountability of Managers
15. Appointment, Remuneration and allied Matters
16. Company Secretary: Duties and Responsibilities
17. CSR Activities of a Co and its place in overall Structural
Framework
18. Overview of Learnings from CA, 2013.
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4. Course Objective
 Understanding of the Act and
How it influences Business in India.
 Appreciation of - Opportunities,
- Risks and
- Challenges.
 Working on Implications and
Relevance for Managerial Decisions
in tandem with Enterprise Goals.
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5.  Law is the Regulating Mechanism,
- Enforced by the Government, State,
- For Maintenance of Peace and Order,
- by Controlling and Policing Conduct (of Citizens and
Entities)
 Law, Social Institution for ensuring Justice in Society and its
- Role in achieving various Socio-economic Goals with
- Protection of Property and Contractual Rights.
 Business Law furthers the cause of
- Enterprise in terms of higher Profits, while ensuring
- Economic Development and Growth.
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6.  Knowledge of Law; hence a Must and Imperative.
For, ignorance is no Bliss, implying No Excuse and
(May be) Lost Opportunities for Better Outcome.
 Growth of Materialism and Individualism in Life necessitates
Reform in Laws, Rules of Conduct both
- Conceptually and
- Structurally.
 Changes must result in JUSTICE and
ECONOMIC SECURITY and DEVELOPMENT through
LEVEL PLAYING FIELD for
INNOVATIVE IDEAS and MERIT.
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7. LAW (A Taxonomy)
1. Constitutional Law
2. International Law
3. Administrative Law
4. Criminal Law
5. Civil Law
6. Business Law (part of Civil Law Architecture.)
(Mercantile Law or Commercial Law)
Ensures Regulation of Business Transactions on touchstones
like Common Sense, Natural Justice, and principles of
Equity.
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8. Sources of Business Law
1. English Mercantile Law (Anglo-Saxon heritage).
2. Law by Precedents and Judicial Pronouncements.
3. Statutory Laws, enacted by Indian legislatures.
(Not Unwritten laws as in British jurisprudence.)
4. Customary and Trade usage (in practice)
Adopted by Courts, when it is
- Ancient, Reasonable and Certain;
- Definite and Consistent with other customs in place and
- Has Uniform Recognition in ordinary course of Business.
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9. The Companies Act, 2013 (CA 2013): Evolution
Fore-Runners:
Indian Companies Act - 1866,
- 1882,
- 1913,
The Companies Act - 1956, and
- 2013.
“In a time of drastic change, it is the unlearners who inherit the future.
The learned find themselves equipped to live in a world that no longer
exists.”
ERIC HOFFER.
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10. CA, 2013 CA, 1956
 Sections 470 658
(in 29 chapters)
 Schedules 7 15
 New Definitions 33 -
 Provision of
Delegated Legislation 74 % 16 %
Above implies more flexibility with Executive wingof Govt. of
India (GoI) to take quick decisions, ensuring faster
Adaptability for changes in Business eco-system.
 Substantial part of Act is in form of Rules. All Sections, Rules stand
notified, as on date. (in Phases)
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11. Re-enactment of the new CA, 2013: The Objective
1. Bringing flexibility & Adoption of Internationally Accepted
Practices.
2. Self Regulation with more Disclosures.
3. Stringent Punishment for Violation as a Deterrent.
4. Effective Protection for different sections of Society.
5. Innovative Measures in tune with Emerging Realities.
6. Healthy Growth if India Inc.
7. Efficient Enforcement of Law.
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12. CA, 2013: Major Areas of Focus
1. New Concepts
2. Corporate Governance Enhanced
3. Liberalization
4. Disclosures and Accountability
5. Accounts and Audit
6. Investor Protection
7. Tightening Provisions
8. Restructuring
9. Enforcement of Law - New Institutions
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13. CA 2013: New Concepts
1. Introduction of One Person Company
2. Stipulation of Woman director
3. Provision of Class Action Suits
4. Concept of Associate Company
5. Introduction of Registered Valuer
6. Fast Track Merger for holding & Subsidiary Companies
7. Cross Border Merger
8. Sickness redefined (omitted by Insolvency and bankruptcy Code
2016)
9. Use of electronic mode (e-governance): maintenance of
Documents, Records, Registers, Books of accounts etc. in e-Form
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14. CA 2013: Novelties
1. Secretarial Standards & Auditing Standards
2. Secretarial Audit
3. Listed Company
4. Corporate Social Responsibility (CSR)
5. Mediation and Conciliation Panel
6. Special Courts
7. Fraud
8. Association of Experts like Chartered Accountant, Valuer, Cost
Accountant, Engineer, Company Secretary amongst others.
9. Code for Independent Directors. (IDs)
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15. Enhanced Corporate Governance
1. Independent Directors (IDs) – Exhaustive Definition, Code of
Conduct, Performance Evaluation, Separate Meetings of IDs,
Restricted Tenure, Limited Liability etc. such concepts added as
to IDs.
2. Provision to spend at least 2% of Average Net Profit on CSR by
Companies meeting a specific criteria
3. Compulsory rotation of Individual Auditors every 5 yrs & of
Audit firms every 10 yrs. Cap of 20 Cos. for audit by a firm
4. Quorum of General Meeting of a public Company to depend
upon the number of its members.
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16. Enhanced Corporate Governance (Cont..)
5. Restriction on Insider Trading & Forward Dealing by Directors
& Key Managerial Personnel.
6. Consolidated financial statements of all subsidiaries to be laid
before AGM along with financials, Subsidiaries to include
Associate companies & Joint Ventures.
7. For uniformity & better compatibility, Financial year of the
Companies can be from April to March only (exceptions:
Foreign Holding/ Subsidiary subject to Tribunal’s approval).
8. Mandatory Internal & Secretarial Audit for prescribed
Companies
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17. CA 2013: Some Liberal Provisions
1. Bifurcation of Objects clause into main, ancillary & other objects
has been done away with. Only objects to be stated in MoA.
2. No approval from Central Govt. for related party transaction/loan
to whole-time Director / MD - (Section 295, 297 approval has
been done away with).
3. For paying monthly salary to Non-Executive director (Some
Limits) – (Section 309(4) approval has been done away with).
4. Rationalization of process of removing Company name by
ROC.
5. For holding the place of profit by the Director to in Company or
its Subsidiary – (Section 314 approval has been done away with)
6. Summary Procedure for winding up of Companies
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18. CA 2013: Disclosures and Accountability
1. Private placement norms made more stringent.
2. Justification of entering into Related Party Transaction required
to be disclosed in the Directors Report.
3. Verification of registered office address required.
4. Enhanced Disclosures in the Prospectus , source of promoters
contribution is also required to be disclosed.
5. Exit opportunity to dissenting shareholders if the Company
intends to vary the objects as specified in the Prospectus.
6. Rubber Stamp Directors: Absence from Board Meetings for a
consecutive period of 12 months shall make his Office vacant.
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19. CA 2013: Disclosures & Accountability and Audit
7. Duties of Directors towards the Company now prescribed.
8. Immunity to Independent & Non-Executive Directors not being
Promoters. (Liability only if the act occurred with their knowledge
attributable through Board Process).
9. Apart from the Balance Sheet and P&L account, auditors are
required to report on the Cash Flow of the Company.
10. Restriction on Non Audit functions by Auditor. Auditors to
Comply with the Auditing Standards also along with the
Accounting Standards.
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20. CA 2013: National Financial Reporting Authority
1. Monitor & Enforcing Compliance of Accounting & Auditing
Standards.
2. Power to investigate matters of Professional or other
misconduct committed by any member of ICAI.
3. No other Institute or Body shall initiate or continue any
proceeding where NFRA has initiated an investigation.
4. In case of misconduct, power to order penalty of not less than
Rs.1 lakh (Individual) not less than Rs. 10 lakh (Firms).
5. Debarring member or firm from engaging himself or itself from
practice for a period which can extend up to max. 10 years.
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21. CA 2013: Investor Protection
1. Class Action suit empowering minority shareholders.
2. Mandatory Exit Opportunity to the dissenting shareholders in
case of Change of Objects or change in the Prospectus.
3. Shares in respect of which unpaid / unclaimed dividend has been
transferred to IEPF shall also be transferred to IEPF.
4. Person claiming Share / amount in the Unpaid Dividend Account
that got transferred to IEPF may apply to the authority for the
dividend / Shares.
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22. CA 2013: Law Enforcement – Institutional Structure
with Redefined Roles
1. Establishment of National Company Law Tribunal (NCLT) &
Appellate Tribunal.
2. Establishment of Special Courts, Mediation & Conciliation panel
for speedy trial of offences under the Act.
3. Serious Fraud Investigation Office (SFIO) - A separate agency
for investigation of Company related frauds.
4. National Financial Reporting Authority.
5. Investor Education & Protection Fund.
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23. Fraud: Enforcement against,
1. Fraud is defined in CA 2013 to clearly identify the defaulters.
2. Fraud is an Act of Omission, Concealment of Fact or Abuse of
Position (Even with the connivance in any manner) with intent to
Deceive, or Gain undue advantage from or Injure interests of
Company or Shareholders or Creditors or any other person.
(whether or not there is Wrongful Gain or Wrongful Loss.)
3. Stringent Punishment for fraud – Imprisonment max. up to 10
years & fine maximum up to 3 times of amount involved.
4. Imprisonment & twice the prescribed penalty in case of repeated
defaults committed within a span of 3 years.
5. Offences punishable with fine or imprisonment or both to be
compounded only by Special Courts.
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24. Basis CA 2013 CA 1956
OPC One Person can form a One
Person Company (OPC).
One Person can’t form a
company.
Types of Companies (Co) 15 10
Maximum number of
members allowed in
private company
200
(for a private company
other than OPC).
50
Commencement of
Business
A Co having a share capital
(whether public or private)
shall not commence any
business or exercise any
borrowing powers unless a
declaration is filed by a
director with the Registrar .
A company having a share
capital cannot commence
business or exercise
borrowing powers unless it
has complied with long
formalities.
CA 2013 and CA 1956: Comparative Perspective24

25. Basis CA 2013 CA 1956
Registered Office On and from 15th day of its
incorporation.
From earlier of following
two dates:
 Day it begins business,
 30th day after date of its
incorporation.
Notice of change of
registered office address
To be given to Registrar of
Companies (RoC) within 15
days of such change.
To be given to RoC within
30 days of such change.
Service of documents by
electronic mode
Electronics mode for sending
documents to Co recognized
by CA 2013 Act. It also
recognizes “such electronic
or other mode as may be
prescribed” for service of
documents to RoC.
Service by electronic mode
not recognized by the 1956
Act.
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26. Basis CA 2013 CA 1956
Service of documents on
member / RoC by speed
post / Courier
Recognised mode of service
‘Courier’ defined.
Not a recognized mode of
service.
Record of Depository Record of the depository is
the prima facie evidence of
the interest of the beneficial
owner of shares held in
depository form.
No provision in this regard.
Prohibition on issue of
shares at discount
The 2013 Act has prohibited
issue of shares (other than
sweat equity shares) at a
discount. Under the 2013
Act, only sweat equity
shares can be issued at a
discount.
Section 79 of the 1956 Act
permitted issue of shares at
a discount subject to
certain conditions.
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27. Basis CA 2013 CA 1956
Notice of redemption of
redeemable preference
share to ROC.
If Co redeems redeemable
preference shares, notice has
to be given to RoC with an
altered memorandum.
Notice not required to be
given to ROC.
Inspection of registers,
copies of returns etc.
The 2013 Act does not
empower the Co to restrict
right to inspect registers,
copies of indices, returns,
etc.
Section 163: Right of
inspection of registers of
members, debenture
holders etc. shall be subject
to such reasonable
restrictions, as Co may
impose. (Not less than 2
hours in each day are
allowed for inspection.)
Annual General Meeting
(AGM)
Section 96(2) clarifies what
is meant by ‘business hours’
as between 9 am and 6 pm
The term ‘business hours’
was not defined in the
1956 Act.
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28. Basis CA 2013 CA 1956
Notice for general
meetings
Sec 101 permits giving
notice of Co general
meetings through electronic
mode.
No express provision
permitting notice to be
given in electronic mode.
Quorum for general
meetings for public
companies
5 members personally
present if number of
members as on date of
meeting is ≤ 1000.
15 members personally
present if number of
members as on date of
meeting is > 1000, but
≤ 5,000.
30 members personally
present if number of
members as on date of
meeting is > 5,000.
Quorum requirements for
public companies for
general meetings are 5
members personally
present unless the articles
stipulate a larger number.
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29. Basis CA 2013 CA 1956
Proxy
Sec 105 provides that a person
appointed as proxy shall act on
behalf of such no. of members,
≤ 50 and such no. of shares as
may be prescribed.
No such restriction in 1956
Act.
Dividend only from free
reserves
No dividend shall be declared
or paid by a Co from its
reserves other than free
reserves.
No express provisions in this
regard in the 1956 Act.
Whether transfer to reserves
compulsory?
No. A company may, before
declaration of any dividend in
any financial year, transfer its
profits for that financial year as
it may consider appropriate to
reserves of the company.
Yes. Where Co proposes to
declare dividend for any
fiscal (at a rate >10% of paid-
up capital) out of profits for
that year, Co has to transfer to
profits as prescribed in the Co
(Transfer of Profit to
Reserves) Rules 1975.
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30. Basis CA 2013 CA 1956
Notice for Board of
Directors (BoD) Meetings
≥ 7 days notice to be given
for BoD Meetings.
Shorter notice may be given
for BoD meeting to transact
urgent business provided at
least one independent
director, if any, shall be
present at the meeting.
Length of notice period not
mentioned.
Frequency of BoD
meetings
> 120 days shall not
intervene between 2
consecutive BoD Meetings.
Sec 285 provided that a
meeting of its BoD shall be
held at least once in every
3 (calendar) months.
Audit committee Every listed Co and such
other class or classes of Co,
as may be prescribed.
Every public Co having
paid-up capital of
≥ Rs. 5 cr.
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31. Basis CA 2013 CA 1956
Appointment of Managing
Director (MD), whole-
time director or manager -
All companies
No Co shall re-appoint any
person as its MD, whole time
director or manager, ≤ 1year
before expiry of his term.
Any re-appointment, re-
employment or extension of
MD or manager, ≤ 1year
before expiry of his term.
Ratio of remuneration of
each director to the
median employee’s
remuneration
Every listed Co shall
disclose in BoD’s report ratio
of remuneration of each
director to median
employee’s remuneration
and such other details as may
be prescribed.
Such disclosure not
required.
Secretarial audit Mandatory secretarial audit
by a Co Secy in practice for
listed Co and such class of
Co as may be prescribed.
Secretarial audit report to be
annexed to BoD’s report.
No such requirements.
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32. Thank You.
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