Corporate Laws and Compliances CMA FINAL CS RAMANDEEP SIR NOVEMBER 2021

799.00 560.00

Companies Bill, 2012 was passed by the Lok Sabha on 18th December 2012 and by the Rajya Sabha on 8th
August, 2013. On receiving the assent of the Hon’ble President of India on August 29, 2013 ,it was notified on
August 30, 2013 as the Companies Act, 2013.
It may be noted that only section 1 of the Companies Act 2013 came into force with effect from 30th August,
2013. As far as remaining provision of this Act is concerned, they shall come into force on such date as central
government (MCA) may, by notification in the Official Gazette, appoint and different dates may be appointed
for brining into force different provision of companies Act, 2013 for instance central government has made 98
sections and part thereof of the companies Act 2013, effective from 12th September 2013. As on 1st April 2014
282 sections, including earlier notified sections, have come into operation out of total 470 sections. the
remaining section of companies Act 2013 , mostly pertaining to areas involving the role of national company
law tribunal has now come into force.
Thus, Companies Act 2013 has replaced the existing 56 years old law, i.e., Companies Act 1956. It moves from
regime of control to that of liberalization or self – regulation.
The Companies Act, 2013 has 470 sections (covered in 29 chapters) and 7 schedules as against 658
sections (covered in 13 parts) and 15 schedules of the companies act, 1956.
It may be noted that the number of sections has been drastically reduced, but at the same time the central
government has been empowered, in number of sections to prescribe various aspects in the form of rules, there
by recognizing the more importance of delegated legislation. It can be said companies Act , 2013 has been
structured on skeleton approach. This has been done for ensuring that the law remains relevant at all times in
the changing economic environment.
Section 1 provides that the companies act, 2013 applies on whole of India and the provisions of the Act shall
apply to the following:-
(1) companies incorporated under this Act or under any previous company law;
(2) insurance companies, except in so far as the said provisions are inconsistent with the provisions of
the Insurance Act, 1938 (4 of 1938) or the Insurance Regulatory and Development Authority Act,
1999 (41 of 1999);
(3) banking companies, except in so far as the said provisions are inconsistent with the provisions of
the Banking Regulation Act, 1949 (10 of 1949);
(4) companies engaged in the generation or supply of electricity, except in so far as the said
provisions are inconsistent with the provisions of the Electricity Act, 2003 (36 of 2003);
(5) any other company governed by any special Act for the time being in force, except in so far as
the said provisions are inconsistent with the provisions of such special Act; and
2 | P a g e
(6) such body corporate, incorporated by any Act for the time being in force, as the Central
Government may, by notification, specify in this behalf, subject to such exceptions, modifications
or adaptation, as may be specified in the notification.
Note:-Companies Act, 2013 is not applicable to unincorporated companies. An unincorporated
company, association or partnership consisting of large number of persons has been declared illegal.
Companies Act, 1956 also applies on whole of India. However, proviso to section 1(3) of the Companies Act
1956 empowers the central government to modify the provision of the act, while applying this Act on the state
of Nagaland. Similarly, sections 620b and 620c of the Companies act 1956 empowers the cg to, modify, or
exempt from, the provisions of the Act, while applying this act on the states of Goa, Daman, Diu and Jammu
and Kashmir respectively. These kind powers of the central government has been taken away by companies act
Thus the 2013 act puts an end to the power of the central government under the 1956 Act to exempt companies
from provisions of companies act based on Regional considerations.
The companies Act, 2013 is administered by Ministry of Corporate Affairs and it has the jurisdiction over the
entire country. Further under the MCA there are seven regional directors, one for each region i.e. north, east ,
west ,South, North-east ,North-West and South-east located in New Delhi, Kolkata , Mumbai, Chennai,
Shillong, Ahmadabad and Hyderabad respectively . All the states lying in one particular region come under the
jurisdiction of regional director of that region. Hence, all the registrar of companies of all the states falling
under one particular region of India Act as sub-ordinate to the regional director of that region.
In addition to aforesaid structure NCLT is also one quasi judicial authority with regard to the companies Act,
2013 it may be noted that the provision of NCLT and all the aspects of companies Act,2013 (such as corporate
restructuring , winding up, sick companies , etc) involving the role of NCLT has now come into force with
effect from 1st June, 2016..
The word ‘company’ is derived from Latin word com= with or together, and panis=bread or meal; and
originally referred to an association of persons who took their meals together.
An association may be an incorporated association or an unincorporated association, an incorporated association
is a single person distinct from individual constituting it, where as unincorporated association is mere collection
or aggregation of individuals.
The incorporated association owes its existence either to a Special Act of Parliament or to a Company
Legislation. The public corporation like life insurance corporation of India and Damodar Valley Corporation
have been brought in to existence through special acts of parliament (usually referred to as statutory
corporation /body/company) , whereas companies like Tata Iron Steel co. ltd, Hindustan lever ltd , etc have

Categories: , ,