2. The Company bill is passed by Lok Sabha on 18-12-
2012.It is organized into 29 chapters, 470
clauses, 658 sections and 7 schedules. A substantial
part of the law will be in form of Rules, to be
prescribed separately.
4. Main points Company Act 1956 Company Bill 2012
Maximum Members in 50 200
Private Company
Object clause in MOA Segregation Required. Division into main,
ancillary and other
objects not required.
5. Main points Company Act 1956 Company Bill 2012
One person Company No Provision Introduced.
Payment of Dividend Mandatory Transfer of Requirement of
certain percentage of Mandatory Transfer
Profit to Reserves. dispensed.
6. Main points Company Act 1956 Company Bill 2012
Declaration of Interim No restrictions. Interim dividend can be
Dividend declared only for surplus
in P&L A/c & Current
year profits.
Rights issue No provisions for offer Provisions created for
of shares to ESOP. offering of shares to
ESOP.
7. Main points Company Act 1956 Company Bill 2012
Acceptances of Deposits Companies permitted to Central government to
raise deposits from prescribe rules for
public. acceptance of deposits
from public, including
category of companies.
Shelf prospectus Only public financial SEBI will prescribe the
institutions, Public classes of companies to
sector banks and file with Registrar.
scheduled banks.
8. Main points Company Act 1956 Company Bill 2012
1st AGM 18 months from date of 9 months from the date of
incorporation. closure of first F.Y
Quorum for meeting Public company Public company
5 members less than 1000 members – 5
members present personally
Private company 1000 to 5000 – 15 members
2 members present present personally
personally More than 5000 – 30
members present personally
Private company
2 members present personally
9. Main points Company Act 1956 Company Bill 2012
Secretarial Standards No such standards To be followed for
preparing minutes
specified by ICSI.
Unpaid or Unclaimed Only unpaid/Unclaimed Unpaid/Unclaimed
dividend. dividend transferred to dividend + shares to be
IEPF. transferred to Investor
Education and Protection
Fund (IEPF) along with
statement containing
details.
10. Main points Company Act 1956 Company Bill 2012
Renamed The National Advisory The National Financial
Committee on Accounting Reporting Authority.(
Standards. accounting and auditing
standards)
Director’s Report No such additional Additional information-
information required. Eg-number of meetings of
Board, company’s policy
on Directors appointment
and remuneration,
particulars of loans,
guarantees or
investments.
11. Main points Company Act 1956 Company Bill 2012
Corporate social No specific Provision Preference to local area.
Responsibility Specific provisions for creating
corporate social responsibility
policy -2% of average profit during
the preceding 3 financial years.
Rotation of No specific Provision For listed companies and other
Auditors companies as may be specified,
individual auditor will be changed
after five years and audit firm after
10 years.
Transition period of 3 years given
for existing companies.
12. Main points Company Act 1956 Company Bill 2012
Board of Directors Maximum 12 Maximum 15
Appointment of women No specific provision Prescribed companies
Director to appoint one woman
director.
13. Main points Company Act 1956 Company Bill 2012
Loan to directors Applicable to only public Applies to public and
companies. Permission private companies.
required from central Companies neednot
government in certain approach central
cases.
government.
Cross Border Mergers Only merger of a foreign Permits merger of
company with an Indian Indian companies with
company permitted. foreign companies in
specified jurisdictions
14. Main points Company Act 1956 Company Bill 2012
Sickness Law Applies only to “Industrial Applies to all Company.
undertaking “.
Mergers of Listed No Specific provisions Permits merger.
Company with Unlisted governing it.
Company
15. Main points Company Act 1956 Company Bill 2012
Depreciation On WDV or SLN On the useful life of the asset.
Prospective effect on the
remaining useful life of the asset
to be charged.
Eg:- Building(other than factory
building)-60 years, general
Furniture and Fittings-10 years
Registered Valuer No such provision. Valuation of property, stocks,
shares, goodwill, or net worth of
company to be done by a
registered valuer appointed by
audit committee or BOD.
16. Main points Company Act 1956 Company Bill 2012
Financial Year Period for which P & L a/c Financial Year will be
is prepared and presented uniform for all
before AGM. Companies i.e April –
March.
Postal Ballot Applies only to public Includes ‘all company’
companies
