Introduction on The Companies Act, 2013 :
The Companies Act, 2013 has been enacted to consolidate and amend the law relating to the companies. The changes in the existing company law (i.e., the Companies Act, 1956) were indispensable due to change in the national and international economic environment and for expansion and growth of economy of our country, the Central Government decided to replace the Companies Act, 1956 with a new legislation to meet the changed national and international economic environment and to further accelerate the expansion and growth of our economy. The new law (i.e., the Companies Act, 2013) is rule based legislation with 470 sections and seven schedules. The entire Act has been divided into 29 chapters. The Companies Act, 2013 aims to improve corporate governance, simplify regulations, strengthen the interests of minority investors and for the first time legislates the role of whistle-blowers. Thus, the enactment making our corporate regulations more contemporary.
Relevant notifications on the Companies Act, 2013: On 12th September, 2013, the Central Government (Ministry of Corporate Affairs) has notified 98 sections of the Companies Act, 2013 effective from the issue date i.e. 12th September, 2013. On 13th September, 2013,the Ministry of Corporate Affairs vide Circular No.15/2013 issued a clarification with a view to facilitate proper administration of the Companies Act, 2013 with respect to the implementation of the sections 2(68), 102 , 133 and 180. On 18th September, 2013, the Ministry of Corporate Affairs vide Circular No. 16/2013 has issued another clarification that with effect from 12th September, 2013, the relevant provisions of the Companies Act, 1956, which correspond to provisions of 98 sections of the Companies Act, 2013 brought into force on 12th September, 2013, shall cease to have effect from that date. The Ministry of Corporate Affairs issued an order on 20th September, 2013 with respect to the removal of difficulties in compliances with the sections 24, 58 and 59 of the Companies Act, 2013.Vide General Circular no. 20/ 2013, the Ministry of Corporate Affairs has issued a clarification with regard to holding of shares or exercising power in a Fiduciary capacity in determining of holding and subsidiary relationship under section 2(87) of the Companies Act, 2013. With the Notification dated 26th March, 2014, the Ministry of Corporate Affairs further notified 183 new sections of the Companies Act, 2013 and Rules there under to be made effective from 1.04.2014(except certain provisions, under chapter XV, XVI, XVIII, XIX, XX, part II chapter XXI, chapter XVII, chapter XXVIII). Most of the existing e – forms were replaced by new e – forms from the said date.
Short title, extent, commencement and application: Statute enacted to consolidate and amend the law relating to the companies may be called the Companies Act, 2013. It extends to the whole of India and came into existence at once from the date of notification in the Official Gazette i.e., from 30th August, 2013, however, the remaining provisions of the Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different provisions of this Act and any reference in any provision to the commencement of this Act shall be taken as a reference to the coming into force of that provision.
The provisions of the Act shall apply to-
• Companies incorporated under this Act or under any previous company law
• Insurance companies(except where the provisions of the said Act are inconsistent with the provisions of the Insurance Act ,1938 or the IRDA Act,1999)
• Banking companies(except where the provisions of the said Act are inconsistent with the provisions of the Banking Regulation Act,1949)
• Companies engaged in the generation or supply of electricity(except where the provisions of the above Act are inconsistent with the provisions of the Electricity Act,2003)
• Any other company governed by any special Act for the time being in force.
• Such body corporate which are incorporated by any Act for time being in force, and as the Central Government may by notification specify in this behalf.
Section 1 of the Companies Act, 2013 has been made flexible with respect to enforceability of various sections on different dates and makes position clear as to application of this Act from 1.04.2014, except certain provisions.