Amendment to Section

Subject Matter

Changes Made

2(68) Private Company

Requirement related to minimum paid up share capital of 1 Lakh

Omitted

2(71) Public Company

Requirement related to minimum paid up share capital of 5 Lakh

Omitted

9 Effect of Registration

Requirement of a Common Seal

Omitted

11 Commencement of Business

Declaration by Director

Consequential

12 Registered Office of Company

Engraving of name in Seal

Consequential

22 Execution of Bills of exchange

Power of Attorney to execute on behalf of the company

In case of no Common Seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary

46 Certificate of Shares

Issue of Share Certificate

In case of no Common Seal, the certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary

76A Punishment on Contravention of Section 73 or 76

Insertion of new section

Fine between one crores rupees to ten crore rupees and imprisonment which may extend to seven years with or without fine between 5lakhs to 2 corores

117 Resolutions and Agreements to be filed

Registration of Resolutions/Agreements

Public Inspection of resolutions/agreements so filed shall not be open to public inspection.

123 Declaration of Dividend

Requirement of free reserves

No dividend shall be declared unless carried over previous losses and depreciation are set off against profit of the company for the current year

124 Unpaid Dividend

Transfer to Investor Education and Protection Fund

Unpaid or un-claimed dividend for 7 or more consecutive years shall be transferred to Investor Education and Protection Fund

134 Financial Statements, Boards Report

Attachments to be made to Boards’ Report

Details in respect of frauds reported by auditors u/s 143(12) other than those which are reportable to the Central Government.

143 Power and Duties of auditors and auditing standards

Reporting of fraud by auditor

Two categories have been prescribed based on amount involved-

(a)      Equal or more than prescribed–reporting shall be to central Government.

(b)     Less than prescribed-reporting to audit committee and shall be disclosed in Board’s Report

177 Audit Committee

Term of reference of Audit Committee

Audit Committee may make omnibus approval for related party transactions proposed to be entered

185 Loans to Directors

Exclusions to restrictions on Loans

Loan or guarantee by holding to subsidiary and utilised for principal activities of subsidiary excluded

188 Related Party Transactions

Special Resolution required for transactions exceeding prescribed amount

Requirement of Special resolution done away. Also transactions between holding and wholly owned subsidiary (whose accounts are consolidated with such holding company and placed before the shareholders at the general) taken out of purview of passing of resolution

212 Investigation into affairs of company by Serious Fraud Investigation Office

Cognizable Offences prohibiting release on bail

Relaxation has been given by taking out offences other than covered in section 447

223 Inspectors Report

The authentication of Inspectors report under by Common Seal

Consequential

419 Benches of Tribunal

Constitution of Special Benches for rehabilitation, restructuring, revival of companies

Special Benches not to be constituted for winding up

435 Establishment of Special Courts

Special Courts for speedy trial

Special Courts shall be established/designated only for trial of offences punishable with imprisonment of two years or more and all other offences shall be tried, by a Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or previous company  law

436

Offences triable by special courts

Consequential