Companies Act - 2013
S.No. | Statement | As per New Act | As per Old Act |
| 1 | Limit of members in private company | 200 | 50 |
| 2 | Definition of "Financial Year" | 1st April - 31st March and Companies are required to change their Financial year within 2 years | Not defined |
| 3 | One Person Company (OPC) | One person private company can be made | No provision |
| 4 | Rotation of independent directors | Mandatory | No provision |
| 5 | Cross Border Merger | Allowed with prior permission of RBI | No provision |
| 6 | Revocation of license of companies under sec. 25 (Charitable companies) | Revocation + Winding Up or Amalgamation | Only Revocation |
| 7 | "Commencement of Business" Applicability | Public + Private Company | Only Public Company |
| 8 | Mode of issue of securities by private company | Private Placement Only | Private Placement + Right Issue/Bonus Shares |
| 9 | Misstatement in prospectus - Liability | If proved that intentions were fraudulent then every person - Directors, Promoters etc. are personally liable without any limitation | Compensation + Loss suffered only |
| 10 | Minimum subscription applicability | To all securities | Only to Shares |
| 11 | Disgorgement of gain - Provision | In case of any gain accumulated by the person by making multiple shares applications in fictitious names | No provision |
| 12 | Issue of Global Depository Receipts (GDR) | Company after passing "Special Resolution" can issue GDR | No provision |
| 13 | Preference share voting rights | No difference between cumulative and non-cumulative preference share voting rights ( except when arrear dividend on cumulative preference shares are accumulated for a period of 2 years) | Different voting rights of cumulative and non-cumulative preference shares |
| 14 | Security premium utilization (u/s 78) for writing off preliminary expenses and premium payable on redemption of preference shares | Particular class of companies prohibited | All companies are allowed |
| 15 | Discount on issue of shares (u/s 79) | Not allowed except for sweat equity shares | Allowed |
| 16 | Issue of redeemable preference shares of beyond 20 years period | Allowed for infrastructure companies subject to annual redemption of particular percentage at the option of preference shareholders | Prohibited |
| 17 | Capital reduction when deposits and interest thereon are unpaid | Not allowed | No provision |
| 18 | Asset charge registration | All charges require registration | 9 types of charges required registration |
| 19 | Default in filing annual return | After 300 days expiry - fine between Rs. 50,000 and Rs. 500,000 payable by company and officer who is in default punishable with imprisonment for 6 months or fine same as the fine stated above for the company | May extend to Rs. 500 for every day of default |
| 20 | Holding of 1st Annual General Meeting (AGM) | Within 9 months of F/Y end only | Within 9 months of F/Y end or within 18 months of the date of incorporation |
| 21 | Business hours of calling AGM | 9 AM - 6 PM | Not defined |
| 22 | AGM on public holiday | Allowed except on National holiday | Prohibited |
| 23 | Voting through electronic means | Allowed for particular class of companies | No provision |
| 24 | Penalty for tampering with minutes | Fine - Rs. 25,000 to Rs. 100,000 Imprisonment - up to 2 years | No provision |
| 25 | Transfer to "General Reserve" (GR) | Not mandatory | Mandatory |
| 26 | Transfer of shares on which dividend is unclaimed to "Investor Education and Protection Fund" (IEPF) | Mandatory | Not mandatory |
| 27 | Maintaining books of account in electronic mode | Allowed | Not allowed |
| 28 | Consolidation of accounts of holding company and subsidiary company | Mandatory | Not mandatory |
| 29 | Rotation of statutory auditors | Individual Auditors - 5 years Audit firm - 10 years Cooling off period - 5 years | - |
| 30 | "Corporate Social Responsibility" (CSR) obligation | Companies with Net Worth - 500 Crores, or Turnover - 1000 Crores, or Net Profit - 5 Crores At least 2% profit to be spent on CSR where profit is calculated by taking average of the profits of the preceding 3 years | No provision |
| 31 | Report of fraud by auditors to "Central Government" (CG) | Inform CG within prescribed time | No provision |
| 32 | Auditors to attend AGM | Obligatory unless otherwise exempted by the company | Entitled to but not obligatory |
| 33 | Accountability of auditors | Fine between Rs. 25,000 and Rs. 500,000 Imprisonment up to 1 year | Fine up to Rs. 100,000 |
| 34 | Woman director for certain class of companies | Required | No provision |
| 35 | Maximum no. of directors | 15 and beyond that after passing Special Resolution (SR) | 12 and beyond that CG approval |
| 36 | Gap between 2 board meeting (BM) | Generally - 120 days OPC - No BM OPC with 2 or more directors - 90 days | 1 BM in every quarter means a gap of 6 months can be made |
| 37 | Insider Trading | Criminal Offense | No provision |
| 38 | Relief from past acts of oppression | Relief available | No relief |
| 39 | Sick Companies Act applicability and basis | Applicability - All companies Basis - Ability to repay debts | Applicability - Only to industrial companies Basis - Deficit Net Worth |
| 40 | Class Action Suits | Shareholders/Depositors can sue company, directors, auditors, advisers and consultants | Shareholders/Depositors can sue only company and directors |
| 41 | Memorandum Object Clause | No classification required | Objects were classified into Main object, Ancillary objects and incidental objects |
| 42 | Penalty for wrong info given to obtain company name | Before Incorporation - Name cancellation with penalty up to Rs. 100,000 and After Incorporation - Directions are given to change name within 3 months or petition is made for winding up of the company | No provision |
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