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Effective Date Notified by MCA

Section of The Companies

Amendment Act 2017

Section of The Companies Act 2013

Chapter Name

15th August 2018

Section 15 section 73 Chapter v

15th August 2018 Section 16 section 74. Chapter v

15th August 2018 Section 75 Section 366 Chapter xxi

15th August 2018 Section 76 Section 374 Chapter xxi

5th July 2018 Section 20 section 82 Chapter vi

13th June 2018 Section 22 Substitution of new section for section 90 Chapter vii

13th June 2018 Section 24 Omission of section 93 Chapter vii

13th June 2018 Section 25 section 94. Chapter vii

13th June 2018 Section 26 section 96. Chapter vii

13th June 2018 Section 71 Section 216 Chapter xiv

7th may 2018 Clause (i) and clause (xiii) of Section 2

Section 2 Chapter i

7th may 2018 Section 8 Section 26 Chapter iii

7th may 2018 Section 13 section 54. Chapter iv

7th may 2018 Sections 18 Section 77 Chapter vi

7th may 2018 section 19 Section 78 Chapter vi

7th may 2018 Clause (i) and clause (ii) of Section 21

Section 89 Chapter vii

7th may 2018 Clause (iii) and clause (iv) of Section 23

Section 92 Chapter vii

7th may 2018 Sections 30 Section 117 Chapter vii

7th may 2018 Section 31 Section 121 Chapter vii

7th may 2018 Section 33; Section 129 Chapter ix

7th may 2018 Section 39 Section 137 Chapter ix

7th may 2018 Section 40 Section 139 Chapter x

7th may 2018 Section 46 Section 149 Chapter xi



7th may 2018 Sections 54 Section 167 Chapter xi


7th may 2018 Section 56 Section 173 Chapter xii



7th may 2018 Section 61 Substitution of new section for section 185. Loans to directors, etc

Chapter xii


7th may 2018 First proviso to clause (i) of Section 80 and clause (ii) of Section 80

Section 403 Chapter xxiv

7th may 2018 section 83 Section 410 Chapter xxvii

7th may 2018 Section 86 Section 435 Chapter xxviii




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9th February 2018 Section 2 [except clause (i) and clause (xiii)]

Section 2 Chapter i

9th February 2018 section 3 Insertion of new section 3A. Chapter ii

9th February 2018 Section 7 Section 21 Chapter ii

9th February 2018 Section 9 Section 35 Chapter iii

9th February 2018 Section 11 Section 47 Chapter iv



9th February 2018 Section 17 Section 76 A Chapter v

9th February 2018 Section 27 Section 100 Chapter vii



9th February 2018 Section 32 Section 123 Chapter viii

9th February 2018 Section 34 Section 130 Chapter ix



9th February 2018 Section 41 Section 140 Chapter x





9th February 2018 Section 47 Section 152 Chapter xi





9th February 2018 Section 59 Section 180 Chapter xii



9th February 2018 Section 64 Omission of section 194. Chapter xii

9th February 2018 Section 65 Omission of section 195 Chapter xii

9th February 2018 Section 72 Section 223 Chapter xiv

9th February 2018 Section 73 Section 236 Chapter xv

9th February 2018 Section 74 Section 247 Chapter xvii

9th February 2018 Section 77 Section 379 Chapter xxii



9th February 2018 Section 82 Section 409 Chapter xxvii



9th February 2018 Section 90 Section 441 Chapter xxviii

9th February 2018 Section 91 Insertion of new section 446A. Chapter xxviii

9th February 2018 Section 92 Section 447 Chapter xxix

9th February 2018 Section 93 Section 458 Chapter xxix

26th January 2018 Section 1

26th January 2018 Section 4 Section 4 Chapter ii

Chapter Name

Chapter Name

Section of The Companies Act 2013

Chapter i Preliminary Section 2 Chapter ii Incorporation of Company

and Matters Incidental thereto

Insertion of new Section 3A, Section 4,21

Chapter iii Prospectus and Allotment of Securities

Section 26,35

Chapter iv Share Capital and Debenture

Section 47,54,62

Chapter v Acceptance of Deposits by Companies

section 73,74,76A

Chapter vi Registration of Charges section 82,77,78 Chapter vii Management and

Administration Substitution of new section For section 90, Section 92,93, 94,96,89,100,101,110,117,121

Chapter viii Dividend Section 123

Chapter ix Accounts of Company Section 129,130,132, 136,137

Chapter x Auditors Section 139,140,141, 143,147,148

Corporate Law Workbook

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Section - 2 (6)Associate company, in relation to another company, means a company in whish that other company of the company having such inuence and includes a joint venture company.

Explanation. – For the purposes of this clause, “signicant inuence” means control of at least twenty per cent of total share capital, or of business decisions under an agreement; total voting power, or control of or participation in business decisions under an agreement ; the expression “joint venture” means a joint arrangement have rights to the net assets of the arrangements.

As per the Companies (Specication of Denitions Details) Rules, 2014 term total Share Capital, for the purposes of this clause, means the aggregate of the –

(a) Paid-up equity share capital; and(b) Convertible preference share capital;Vide Circular dated 25/06/2014 it has been claried that the shares held by a company in another company in a duciary shall not be counted for the purpose of determining the relationship of associated company.

Section - 2 (28)

(28) Cost accountant means a cost accountant as dened in clause (b) of sub-section (1) of section 2 of the Cost and Work Accountant Act, 1959; “Cost Accountant” means a cost accountant as dened in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and who holds a valid certicate of practice under subsection (1) of section 6 of that Act.

Section - 2 (30)

(30) Debenture includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not;

“Provided that –(a) the instruments referred to in Chapter III – D of the Reserve Bank of India Act, 1934; and(b) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company, shall not be treated as debenture;”

Section - 2 (46)For the purpose of clause 46 of section 2 company shall include body corporate.

Section - 2 (49)Removed

Section - 2 (51)(51) Key managerial personnel, in relation to a company, means –(i) The Chief Executive Ofcer or the managing director or the manager;(ii) The company secretary;(iii) The whole-time director(iv) The Chief Financial Ofcer; and(v) such other ofcer as may be prescribed;However, till now other ofcer has been prescribed.


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(v) such other ofcer, not more than one level below the directors who is in whole-time employment,designated as key managerial personnel by the Board; and(vi) such other ofcer as may be prescribed.

(76) Related Party, with reference to a company, means –(i) a director or his relative;(ii) a key managerial personnel or his relative is a partner;(iii) A rm, in which a director, manager or his relative is a partner;(iv) A private company in which a director or manager or his relative is a member or director;(v) A public company in which a director and manager is a director and holds along with his relatives, more then two per cent of its paid up share capital;(vi) Any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, direction or instructions of a director or manager;(vii) Any persons on whose advice, direction or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, direction or instructions given in a professional capacity;

(viii) Any company which is –(A) A holding, subsidiary or an associate company of such company; or(B) A subsidiary of a holding company to which it is also a subsidiary;

(viii) any body corporate which is -(A) a holding, subsidiary or an associate company of such company;(B) a subsidiary of a holding company to which it is also a subsidiary; or(c) an investing company or the venture of the company.Explanation – For the purpose of this clause, “the investing company or the venture of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate.

This Clause (viii) shall not apply with respect to section 188 to a private company vide Notication No. G.S.R. 464(E) dated 5th June, 2015(ix) Such other person as may be prescribed;

As per Rule 3 given in the Companies (Specication of Denitions Details) Rules, 2014, for the purpose of sub-clause (ix) of clause (76) of section 2 of the Act, a director (other than an independent director) or key managerial personnel of the holding company or his relative with reference to a company, shall be deemed to be a related party.

Section - 2 (85)

(85) Small company means a company, other than a public company,-

(i) paid-up share capital of which does not exceed fty lakh rupees or such higher amount as may be prescribed which shall not be more then ten crore rupees: and

(ii) turnover of which as per its last prot and loss account for immediately preceding nancial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than hundred crore rupees:

Provided that nothing in this clause shall apply to –(a) A holding company or a subsidiary company;(b) A company registered under section 8; or(c) A company or body corporate government by any special Act;



Example: P Ltd. Is a company registered under the company Act, 2013 with paid up capital of Rs. 10 Lakh and turn over 2 crore. According to section 2(85) a small company is a company other than a public company with the paid up of capital not exceeding fty lakh rupees and turnover not exceeding two crore rupees. Since the P Ltd. Is a public company though complying with other requirenebts, it cannot avail the status of a small company;

Section - 2 (91)Turnover means the aggregate value of the realization of amount made from the sale, supply ordistribution of goods or on account of service rendered, or both, by the company during a nancial year; Note: There is in ambiguity in denition. So there is a need for amendment in this denition. Further, thechange in the Companies (Amendment) Bill, 2016.

"turnover" means the gross amount of revenue recognised in the prot and loss account from the sale,supply, or distribution of goods or on account of services rendered, or both, by a company during anancial year;'.

Section - 3AIf at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.".

Section - 4

Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information anddocuments furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period as may be prescribed:

Provided that in case of an application for reservation of name or for change of its name by an existingcompany, the Registrar may reserve the name for a period of sixty days from the date of approval.

Section - 7Instead of afdavit deceleration will be substituted.

Section - 12In terms of section 12 (1) a company shall, within 30 day of its incorporation and at all times thereafter,have a registered ofce capable of receiving and acknowledging all communications and notices asmay be addressed to it.

Section - 21Ofcer Or Employee

Section - 26SECTION 26 : MATTERS TO BE STATED IN PROSPECTUS

(1) According to Section 26 (1) every prospectus issued by or on behalf of a public company either withreference to its formation to its formation or subsequently, or by or no behalf of any persons who is or hasbeen engaged or interested in the formatting of a public company, shall be dated and signed.

(i) "state such information and set out such reports on nancial information as may be specied by theSecurities and Exchange Board in consultation with the Central Government:



Provided that until the Securities and Exchange Board species the information and reports on nancialinformation under this sub-section, the regulations made by the Securities and Exchange Board under theSecurities and Exchange Board of India Act, 1992, in respect of such nancial information or reports onnancial information shall apply.";

Section - 35Cthat, as regards every misleading statement purported to be made by an expert or contained in whatpurports to be a copy of or an extract from a report or valuation of an expert, it was a correct and fairrepresentation of the statement, or a correct copy of, or a correct and fair extract from, the report orvaluation; and he had reasonable ground to believe and did up to the time of the issue of the prospectusbelieve, that the person making the statement was competent to make it and that the said person hadgiven the consent required by sub-section (5) of section 26 to the issue of the prospectus and had notwithdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant'sknowledge, before allotment thereunder.

Section - 42

PRIVATE PLACEMENT / PREFENTIAL ALLOTMENT

Offer of invitation for subscription of securities on private placement

(1) A company may, subject to the provisions of this section, make a private placement of securities.

(2) A private placement shall be made only to a select group of persons who have been identied by theBoard (herein referred to as "identied persons"), whose number shall not exceed fty or such highernumber as may be prescribed [excluding the qualied institutional buyers and employees of the companybeing offered securities under a scheme of employees stock option in terms of provisions of clause (b) ofsub-section (1) of section 62], in a nancial year subject to such conditions as may be prescribed.

(3) A company making private placement shall issue private placement offer and application in such formand manner as may be prescribed to identied persons, whose names and addresses are recorded by the

Provided that the private placement offer and application shall not carry any right of renunciation.

company in such manner as may be prescribed:

Explanation I.—"private placement" means any offer or invitation to subscribe or issue of securities to aselect group of persons by a company (other than by way of public offer) through private placement

Explanation II.—"qualied institutional buyer" means the qualied institutional buyer as dened in theSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,as amended from time to time, made under the Securities and Exchange Board of India Act, 1992.

Explanation III.—If a company, listed or unlisted, makes an offer to allot or invites subscription, or allots, orenters into an agreement to allot, securities to more than the prescribed number of persons, whether thepayment for the securities has been received or not or whether the company intends to list its securities ornot on any recognised stock exchange in or outside India, the same shall be deemed to be an offer to thepublic and shall accordingly be governed by the provisions of Part I of this Chapter.

offercum- application, which satises the conditions specied in this section.

(4) Every identied person willing to subscribe to the private placement issue shall apply in the privateplacement and application issued to such person along with subscription money paid either by cheque or

Provided that a company shall not utilise monies raised through private placement unless allotment ismade and the return of allotment is led with the Registrar in accordance with sub-section (8).

demand draft or other banking channel and not by cash:

(ii) clauses (a), (b) and (d) shall be omitted.



(5) No fresh offer or invitation under this section shall be made unless the allotments with respect to anyoffer or invitation made earlier have been completed or that offer or invitation has been withdrawn or

Provided that, subject to the maximum number of identied persons under sub-section (2), a companymay, at any time, make more than one issue of securities to such class of identied persons as may be

(6) A company making an offer or invitation under this section shall allot its securities within sixty days fromthe date of receipt of the application money for such securities and if the company is not able to allot thesecurities within that period, it shall repay the application money to the subscribers within fteen days fromthe expiry of sixty days and if the company fails to repay the application money within the aforesaid period,it shall be liable to repay that money with interest at the rate of twelve per cent. per annum from the expiryof the sixtieth day:

abandoned by the company:

prescribed.

Provided that monies received on application under this section shall be kept in a separate bank account in

(7) No company issuing securities under this section shall release any public advertisements or utilise anymedia, marketing or distribution channels or agents to inform the public at large about such an issue.

(a) for adjustment against allotment of securities; or

(b) for the repayment of monies where the company is unable to allot securities.

a scheduled bank and shall not be utilised for any purpose other than—

(8) A company making any allotment of securities under this section, shall le with the Registrar a return of allotment within fteen days from the date of the allotment in such manner as may be prescribed, including a complete list of all allottees, with their full names, addresses, number of secur i t ies a l lot ted and such other re levant in format ion as may be prescr ibed.

(9) If a company defaults in ling the return of allotment within the period prescribed under sub--section (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty

(10) Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specied in sub- section (6) to subscribers

(11) Notwithstanding anything contained in sub-section (9) and sub-section (10), any private placement issue not made in compliance of the provisions of sub-section (2) shall be deemed to be a public offer and all the provisions of this Act and the Securities Contracts (Regulation) Act,

-ve lakh rupees.

within a period of thirty days of the order imposing the penalty.

1956 and the Securities and Exchange Board of India Act, 1992 shall be applicable.’.

PROCEDURE IN CASE OF SECURITIES THROUGH PRIVATE PLACEMENT



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