IMPORTANT COMPLIANCES BY A COMPANY UNDER NEW COMPANES ACT, 2013

S. Particulars with Section Effective Date & Description

1 Change in Letter heads, 01.04.2014 Public & [Section 12(3)(c)]: Every company shall get its name, address of its registered office and
Bills etc. Private Company the Corporate Identity Number (CIN) along with telephone number, fax number, if any,
Email and website addresses, if any, printed in all its business letters, billheads, letter
[Section 12(3)(c)]
papers and in all its notices and other official publication

2 Resident Director 01.04.2014 Public & One Director in the Board shall be a person who has stayed in India for a total period of
[Section 149(3)] Private Company not less than 182 days during the previous calendar year. [Section 149 (3)].

3 Board Meetings 01.04.2014 Public & Gap between 2 consecutive board meetings should not be more than 120 days. [Section
Private Company 173 (1)]. 4 months as per Listing Agreement. Minimum 4 meetings in a year (Same
[Section 173(1)]
provision in listing agreement). At-least 7 days’ notice to be given for Board meeting:

4 Further issue of shares 01.04.2014 Public & Now provisions related to preferential issue shall also be applicable on private companies.
[Section-62] Private Company Now a Private Company cannot allot further shares to a new person without complying
section 62.

5 Related Party 1.04.2014 Public & The Company shall not enter into any contract or arrangement with a related party except
Transactions Private Company with the consent of the Board given by a resolution at its meeting, with respect to
specified matters. [Section 188 (1)]. No contract or arrangement shall be entered into with
[Section-188]
Related Party except with the prior approval of the company by a special resolution if paid
up capital is Rs. 10 Crore or more. No member of the company shall vote on such special
resolution, if such member is a related party [Section 188 & Rules 12.14].

6 Corporate Social 01.04.2014 Public The Board of company shall ensure that the company spends, in every financial year, at
Responsibility (CSR) and private least 2% of the average net profits of the company (calculated as per section 198) made
[Section-135 read with company during the three immediately preceding financial years, in pursuance of its CSR Policy.
CSR Rules] (Draft) Corporate Social Responsibility Rules, 2013 already published for public comments,
which shall be applicable from financial year 2014-15 and will come into force on
publication in the official gazette

7 Obligation to indicate 01.04.2014 Public & Every person or Company should mention the DIN in all forms, information or particulars
 DIN Number Private Company which relates to the director or containing any reference of any director while furnishing
the same.
[Section-158]

8 Auditor 01.04.2014 Public & Compulsory rotation of individual Auditors in every 5 years and of audit firm in every 10
Private Company years in listed companies. Cooling off period is 5 years. All private limited companies
[Section-139]
having paid up share capital of rupees 20 Crore or more is bound to follow rotation of
auditor u/s 139(2). A transition period of 3 years from the commencement of the Act,
prescribed to comply with the said provision of the rotation of Auditors.(Section 139).

9 Consolidation of 01.04.2014 Public & All Companies having subsidiaries need to prepare consolidated accounts. Consolidated
Accounts Private Company and standalone financial statements both will be laid down in AGM. Here subsidiary
includes Associates and Joint Ventures.
[Section- 129(3)]

10 Appointment of Internal 01.04.2014 Public & Compulsory appoint of internal auditor or a firm of internal auditors by following
Auditor Private Company companies: Every listed company; Every unlisted public company having- (i) paid up share
capital of 50 Crore rupees or more during the preceding financial year; or (ii) turnover of
[Section-138]
200 crore rupees or more during the preceding financial year; or (iii) outstanding loans or
borrowings from banks or public financial institutions exceeding 100 crore rupees or more
at any point of time during the preceding financial year; or (iv) outstanding deposits of 25
crore rupees or more at any point of time during the preceding financial year; and I. Every
private company having- (i) turnover of 200 rupees or more during the preceding financial
year; or (ii)outstanding loans or borrowings from banks or public financial institutions
exceeding 100 Crore rupees or more at any point of time during the preceding financial
year:

11 Formalities for 01.04.2014 Public & Pre-conditions for appointment of a new director: 1. DIN [Section-152(3)] 2. Declaration in
appointment of Private Company Form DIR-8, that he is not disqualified to be appointed as Director; [Section-152(4)] 3.
Directors [Section- 152] Consent Letter; (Form DIR-2) [Section- 152(5)] 4. Not carrying any disqualification u/s 164

12 Disclosure of Interest by 01.04.2014 Public & In Companies Act, 2013, annual general disclosure of interest is required to be collected in
Directors [Section- Private Company form MBP.1 from all the directors’ u/s 184(1). Further as per section 117(3) and section
184(1)] 179(3)(k) read with rule 8(5), copy of board resolution passed for taking note of disclosure
of interest is required to be filed with ROC in form MGT.14. 14
13 Compulsory 01.04.2014 Public & As per Section 139(2): No listed company or a company of such class as may be prescribed,
Appointment of Private Company shall appoint or re-appoint— (a) an individual as auditor for more than one term of five
Rotational Auditor consecutive years; and (b) an audit firm as auditor for more than two terms of five
[Section-139(2)] consecutive years: Section 139(2) read with Rule 5 of The Companies (Audit and Auditors)
Rules, 2014 (Chapter 10). For the purposes of section 139(2), the class of companies shall
mean the following classes of companies excluding one person companies and small
companies:- (a) all unlisted public companies having paid up share capital of rupees 10
crore or more; (b) all private limited companies having paid up share capital of rupees 20
crore or more; (c) all companies having paid up share capital of below threshold limit
mentioned in (a) and (b) above, but having public borrowings from financial institutions,
banks or public deposits of rupees 50 crores or more

14 Woman Director[Second 01.04.2014 Public & One Director in the Board shall be woman. [Second Proviso to Section 149 (1)]. As per rule
Proviso to Section 149 Private Company 3, every Listed and a Public company having Paid up capital 100 Cr. or more or T.O. 300 Cr.
(1)] or more must appt women director. Note: Not applicable to a Private Company

15 Independent Directors 01.04.2014 Listed & Listed Co.: At least 1/3rd of the total number of Directors to be appointed as IDs. Public
(IDs) [Section 149 (4)] Public Company Co.: At least 2 Directors to be appointed as IDs. As per Rule 4 of The Companies
[Appoint within 1 year (Appointment and Qualification of directors) Rules, 2014, Public co. having: Paid Up
i.e. till 31.03.2015] capital—10 Crore Turnover—100 Crore O/s Loan, Deposit exceeding 50 Crore Note: Not
applicable to a Private Company

16 EGM / Postal Ballot (A) Section 180(1) already notified, which now needs shareholders’ approval through
Special Resolution (previously such approval taken through ordinary resolution) for – (i)
borrowings beyond share capital and free reserves (ii) to sell, lease or otherwise dispose of
(including creation of charge thereon) of any undertaking(s) of the Company. (B)
Appointment of independent Directors (C) Amendment of Articles of Association to
incorporate the changes therein, brought by the Companies Act 2013