Companies Act 2013

Companies Act 2013

An Act to consolidate and amend the law relating to companies.
Citation	Act No. 18 of 2013
Territorial extent	India
Enacted by	Parliament of India
Date assented to	29 August 2013
Date signed	29 August 2013
Date commenced	12 September 2013 (98 sections) 1 April 2014 (184 sections)
Legislative history
Bill	The Companies Bill, 2012
Bill citation	Bill No. 121-C of 2011
Repealing legislation
The Companies Act 1956
Status: In force

The Companies Act 2013 is an Act of the Parliament of India which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company. The 2013 Act is divided into 29 chapters containing 470 sections as against 658 Sections in the Companies Act, 1956 and has 7 schedules.^[1]The Act has replaced The Companies Act, 1956 (in a partial manner) after receiving the assent of the President of India on 29 August 2013. The Act came into force on 12 September 2013 with few changes like earlier private companies maximum number of member was 50 and now it will be 200. A new term of "one person company" is included in this act that will be a private company and with only 98 provisions of the Act notified.^[2]^[3] A total of another 184 sections came into force from 1 April 2014.^[4]

The Ministry of Company Affairs thereafter published a notification for exempting private companies from the ambit of various sections under the Companies Act.^[5]

History

Companies Act 1956 was an Act of the Parliament of India, enacted in 1956, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries.^[6]

New Concepts

One Person Companies (OPC)^[7]
Women Directors
Corporate Social Responsibility
Registered Valuers
Rotation of Auditors
Class Action
Dormant Company
Fast Track Mergers
Serious Fraud Investigation Office

Brief description of new concepts

One Person Company is a company with only one person as a member. That one person will be the shareholder of the company. It avails all the benefits of a private limited company such as separate legal entity, protecting personal assets from business liability, and perpetual succession. One Person Company (OPC) is a Company registered with ONLY ONE PERSON as its shareholder. An OPC is classified as a private company under Companies Act.
Woman Director: Every Listed Company /Public Company with paid up capital of Rs 100 Crores or more / Public Company with turnover of Rs 300 Crores or more shall have at least one Woman Director.
Corporate Social Responsibility Clause (135)^[8] Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
Registered Valuers - Valuation by registered valuers. Clause (247) (1) Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a company or its liabilities under the provision of this Act, it shall be valued by a person having such qualifications and experience and registered as a valuer in such manner, on such terms and conditions as may be prescribed and appointed by the audit committee or in its absence by the Board of Directors of that company.
Class action suits (clause 245) For the first time, a provision has been made for class action suits. It is provided that specified number of member(s), depositor(s) or any class of them, may, if they are of the opinion that the management or control of the affairs of the company are being conducted in a manner prejudicial to the interests of the company or its members or depositors, file an application before the Tribunal on behalf of the members or depositors. Where the members or depositors seek any damages or compensation or demand any other suitable action from or against an audit firm, the liability shall be of the firm as well as of each partner who was involved in making any improper or misleading statement of particulars in the audit report or who acted in a fraudulent, unlawful or wrongful manner. The order passed by the Tribunal shall be binding on the company and all its members, depositors and auditors including audit firm or expert or consultant or advisor or any other person associated with the company.
Dormant Company - Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar for obtaining the status of a dormant company.
Serious Fraud Investigation Office (clause 211) Statutory status to SFIO has been proposed. Investigation report of SFIO filed with the Court for framing of charges shall be treated as a report filed by a Police Officer. SFIO shall have power to arrest in respect of certain offences of the Bill which attract the punishment for fraud. Those offences shall be cognizable and the person accused of any such offence shall be released on bail subject to certain conditions provided in the relevant clause of the Bill.
Fast Track Mergers : The Companies Act, 2013 has separate provisions of fast track merger under Section 233 of Companies Act, 2013. These provisions are notwithstanding with the normal provisions of merger under Section 230 and 232 of this Act. Under fast track merger processes Central Government has the power to sanction all such scheme and there will be no requirement to approach National Company Law Tribunal (powers presently exercised by the High Court).

References

External links

Indian Legislation
Constitution of India (amendments) Indian Penal Code CrPC
In Force
Corruption	Benami Transactions Black Money Corruption Lokpal Mines & Minerals Act 2015 Money Laundering Whistle Blowers
Criminal	Armed Forces (Special Powers) Act Armed Forces Tribunal Act, 2007 Arms Act, 1959 Army Act Criminal Law (Amendment) Act, 2013 Indian Evidence Act Juvenile Justice (Care and Protection of Children) Act, 2015 National Security Act (India) Protection of Women from Domestic Violence Act, 2005 Scheduled Caste and Scheduled Tribe (Prevention of Atrocities) Act, 1989 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Education	National Institutes of Technology Act, 2007 Right of Children to Free and Compulsory Education Act University Grants Commission Act, 1956
Environment	Biological Diversity Act, 2002 Environment Protection Act, 1986 Indian Forest Act, 1927 National Green Tribunal Act Prevention of Cruelty to Animals Act Protection of Plant Varieties and Farmers' Rights Act, 2001 Wildlife Protection Act, 1972 CAMPA bill Air (Prevention and Control of Pollution) Act
Financial	Aadhaar Act Banking Regulation Act, 1949 COFEPOSA Depositories Act Electricity Act Expenditure Tax Act, 1987 Factories Act,1948, India Finance Act (India) Fiscal Responsibility and Budget Management Act, 2003 Foreign Contribution Regulation Act Foreign Exchange Management Act Geographical Indications of Goods (Registration and Protection) Act, 1999 Government Securities Act, 2006 Indian Contract Act, 1872 Indian Stamp Act, 1899 Insolvency and Bankruptcy Code Insurance Act, 1938 Minimum Wages Act 1948 National Rural Employment Guarantee Act, 2005 Negotiable Instruments Act, 1881 Real Estate (Regulation and Development) Act, 2016 Securities Laws (Amendment) Act, 2014 Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 Street Vendors Act, 2014 The Competition Act, 2002 The High Denomination Bank Notes (Demonetisation) Act, 1978 The Income-tax Act, 1961 Urban Land (Ceiling and Regulation) Act, 1976
Healthcare	Central Council of Homoeopathy Act, 1973 Clinical Establishments Act Dentist Act Drugs and Cosmetics Act, 1940 Drugs and Magic Remedies Act Indian Medical Council Act Mental Health Act, 1987 Narcotic Drugs and Psychotropic Substances Act, 1985
Personal	Hindu Adoptions and Maintenance Act (1956) Majority Act (India) Hindu Minority and Guardianship Act Hindu Succession Act, 1956 Special Marriage Act, 1954 The Hindu Marriage Act, 1955 The Muslim Women (Protection of Rights on Divorce) Act 1986
Social	Child Labour (Prohibition and Regulation) Act Consumer Protection Act, 1986 Essential Commodities Act Essential Services Maintenance Act Indecent Representation of Women (Prohibition) Act Interstate Migrant Workmen Act 1979 National Food Security Act, 2013 Pre-Conception and Pre-Natal Diagnostic Techniques Act, 1994 The Prohibition of Child Marriage Act, 2006 The Scheduled Tribes and Other Traditional Forest Dwellers (Recognition of Forest Rights) Act, 2006 Unorganised Workers' Social Security Act
State Laws	Anti-Superstition and Black Magic Act The Bombay Prohibition Act, 1949 Bombay Prohibition (Gujarat Amendment) 2009 Chhattisgarh Food Security Act, 2012 Maharashtra Control of Organised Crime Act The Gujarat Local Authorities Laws (Amendment) Bill, 2009 Puducherry Prevention of Anti-Social Activities Act
State Reorganisation	Chhattisgarh Jharkhand Punjab States Telangana Uttarakhand
Terrorism	Unlawful Activities (Prevention) Act
Transportation	Aircraft Act Motor Vehicles Act, 1988 National Waterways Act, 2016 Inland Vessels Act Metro Railways Act, 1978 Metro Railway Act, 2002
Organisation / Body	Chartered Accountants Act, 1949 Companies Act 2013 Gram Nyayalayas Act, 2008 Indian Trusts Act, 1882 Panchayats (Extension to Scheduled Areas) Act 1996 Reserve Bank of India Act, 1934 Societies' Registration Act The Limited Liability Partnership Act, 2008
Repeal	Repealing and Amending Act, 2015 Repealing and Amending Act, 2016
Other	Delimitation Act Enemy Property Act, 1968 Information Technology Act, 2000 Nuclear Liability Act Representation of the People Act, 1951 Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 Right to Information Act, 2005 State Emblem of India (Prohibition of Improper Use) Act, 2005 The Foreigners Act, 1946
Ordinance	List of Ordinances
Repealed
Pre-Independence	Age of Consent Act, 1891 Criminal Tribes Act Hindu Widows' Remarriage Act, 1856 Official Secrets Act (India) Public Debt Act, 1944
Post-Independence	Anti-Copying Act, 1992 Foreign Exchange Regulation Act Gift Tax Act, 1958 Illegal Migrants (Determination by Tribunal) Act, 1983 Interest Tax Act, 1974 Juvenile Justice (Care and Protection of Children) Act, 2000 Maintenance of Internal Security Act Prevention of Terrorism Act, 2002 Terrorist and Disruptive Activities (Prevention) Act The Gold (Control) Act, 1968 Wealth Tax Act, 1957
Bills
Proposed	Foreign Education Providers Bill, 2013 Geospatial Information Regulation Bill Gujarat Control of Organised Crime Act Indian Institute of Management Bill, 2017 Marriage Laws Amendment Bill Road Transport and Safety Bill Uniform civil code
Lapsed	Women's Reservation Bill

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