• SECTION 2 : following definitions becomes applicable:
1: abridged prospectus
3: alteration
4: appellate tribunal
5: articles
6: associate company
8: authorised capital (new)
9: banking company
10: board of directors or board
11: body corporate or corporation
12: book and paper and book or paper
14: branch office
15: called-up capital (new)
16: charge (new)
17: chartered accountant (new)
18: chief executive officer (new)
19: chief financial officer (new)
20: company
21: company limited by guarantee
22: company limited by shares
24: company secretary
25: company secretary in practice
26: contributory
27: control (new)
28: cost accountant (new)
29: Court (except sub clause iv which talks about Special Court)
30: debenture
32: depository
33: derivative
34: director
35: dividend
36: document
37: employees’ stock option
38: expert (new)
39: financial institution (new)
40: financial statement (new)
43: free reserves
44: global depository receipt (new)
45: government company
46: holding company
49: interested director
50: issued capital (new)
51: key managerial personnel (new)
52: listed company
53: manager
54: managing director
55: member
56: memorandum
57: networth
58: notification (new)
59: officer
60: officer who is in default
61: official liquidator
63: ordinary or special resolution (new)
64: paid up share capital (new)
65: postal ballot (new)
66: prescribed
67: previous company law (except sub clause ix relating to Registration of Companies (Sikkim) Act, 1961
68: private company
69: promoter (new)
70: prospectus
71: public company
72: public financial institution
73: recognised stock exchange
74: register of companies (new)
75: registrar
76: related party
77: relative
78: remuneration
79: schedule
80: scheduled bank
81: securities
82: securities and exchange board
84: share
85: small company (new)
86: subscribed capital (new)
87: subsidiary company or subsidiary (except the proviso and explanation (d))
88: sweat equity shares
89: total voting power
90: tribunal (new)
91: turnover (new)
92: unlimited company (new)
93: voting right (new)
94: whole time director (new)
95: words & expression borrowed from SCRA, SEBI and Depositories Act…
• Section 19: Subsidiary Company not to hold shares in its holding company
• Section 21: Authentication of documents, proceedings and contracts
• Section 22: Execution of Bills of Exchange, etc
• Section 23: Public offer and private placement (except clause (b) of sub section (1) and sub section (2) (New
Provisions)
Section 24: Power of securities and exchange board to regulate issue and transfer of securities etc
• Section 25: Document containing offer of securities for sale to be deemed prospectus [except sub section (3)]
• Section 29: Public offer of securities to be in dematerialised form
• Section 30: Advertisement of prospectus
Section 31: Shelf prospectus
• Section 32: Red herring pr0spectus
• Section 33: Issue of application forms for securities [except sub section (3) which talks about penalty
provisions]
• Section 34: Criminal liability for misstatement in prospectus
Section 35: Civil liability for misstatement in prospectus [except clause (e) of sub section (1)]
• Section 36: Punishment for fraudulently inducing persons to invest money
• Section 37: Action to be taken by affected persons (new provisions)
• Section 38: Punishment for personation for acquisition etc of Securities
• Section 49: Calls on shares of same class to be made on uniform basis
• Section 50: Company to accept unpaid share capital, although not called up
• Section 51: Payment of dividend in proportion to amount paid up
• Section 57: Punishment for personation of shareholder
Section 58: Refusal of registration and appeal against refusal
• Section 59: Rectification of register of members
• Section 60: Publication of authorised, subscribed and paid up capital
• Section 65: Unlimited company to provide for reserve share capital on re-registration
• Section 69: Transfer of certain sums to capital redemption reserve account
• Section 70: Prohibition for Buy Back in certain circumstances[except sub section (2)]
• Section 86: Punishment for contravention of Chapter V relating to acceptance of deposits by companies
• Section 91: Power to close register of members or debenture holders or other security holders
• Section 100: Calling of extra ordinary general meeting [except sub section (6) relating to reasonable expenses
incurred by the requisitionists]
• Section 102: Statement to be annexed with notice
• Section 103: Quorumformeetings
• Section 104: Chairman of meetings
Section 105: Proxies [except 3rd and 4th proviso of sub section (1) and sub section (7)]
• Section 106: Restriction on voting rights
• Section 107: Voting by show of hands
• Section 111: Circulation of Members’ resolution
Section 112: Representation of the President and Governors in meetings
• Section 113: Representation of Corporations at meeting of companies and of creditors [except sub clause (b) of
sub section (1)
• Section 114: Ordinary & Special resolutions
• Section 116: Resolutions passed at adjourned meeting
Section 127: Punishment for failure to distribute dividends within 30 days
• Section 133: Central government to prescribe accounting standards
• Section 161: Appointment of Additional Director, Alternate Director and Nominee Director [except sub
section (2)
• Section 162: Appointment of directors to be voted individually
Section 163: Option to adopt principle of proportional representation for appointment of directors
• Section 176: Defects in appointment of Directors not to invalidate actions taken
• Section 180: Restriction on powers of board
• Section 181: Company to contribute to bonafide and charitable funds etc
Section 182: Prohibitions and Restrictions regarding political contributions
• Section 183: Power of Board and other persons to make contributions to national defence fund etc
• Section 185: Loan to Directors etc
• Section 192: Restriction on non cash transactions involving directors (new provisions)
Section 194: Prohibition on forward dealings in securities of company by director or key managerial
personnel (new provisions)
• Section 195: Prohibition on insider trading of securities (new provisions)
• Section 202: Compensation for loss of office of managing or whole time director or manager
• Section 379: Application of Act to Foreign Companies
Section 382: Display of name etc of Foreign Company
• Section 383: Service on foreign company
• Section 386: Interpretation for purposes of Chapter XXII relating to companies incorporated outside India
[except sub clause (a)]
• Section 394: Annual reports on Government Companies
Section 405: Power of Central Government to direct companies to furnish information or statistics
• Section 407: Definitions under Chapter XXVII relating to NCLT and NCALT
• Section 408: Constitution of NCLT
• Section 409: Qualifications of President and Members of Tribunal
• Section 410: Constitution of Appellate Tribunals
• Section 411: Qualifications of Chairperson and Members of Appellate Tribunal
• Section 412: Selection of Members of Tribunal and Appellate Tribunal
• Section 413: Term of office of President, Chairperson and otherMembers
• Section 414: Salary, Allowances and other terms and conditions of service of members
• Provisions Pertaining to Chapter XXVIII on Special Courts: Section 439, 443, 444, 445 & 446
• Provisions Pertaining to Chapter XXIX-Miscellaneous Section 447 to 453 (pertaining to punishment for
fraud, false statement, false evidence etc)
Section 456: Protection of action taken in good faith
• Section 457: Non disclosure of information in certain cases
• Section 458: Delegation by central government of its powers and functions
• Section 459: Powers of central government or Tribunal to accord approval etc
• Section 460: Condonation of delay in certain cases
• Section 461: Annual reports by central government
• Section 462: Power to exempt a class or classes of companies from provisions of this Act
• Section 463: Power of court to grant relief in certain cases
Section 467: Power to central government to amend schedules
• Section 468: Power of central government to make rules relating winding up
• Section 469: Power to central government to make rules
• Section 470: Power to remove difficulties