COMPANIES BILL, 2012 VS COMPANIES ACT, 1956

SR. NO.	PARTICULARS	COMPANIES BILL, 2012	COMPANIES ACT, 1956
1.	Incorporation of Company	Clause 7(1)(c): Every subscriber to the memorandum and persons named as first directors needs to give affidavit for subscription of shares and eligibility to be appointed as director	No provision for affidavit from subscribers of memorandum
2.	Financial Year	Companies can have a financial year ending on March only.	Section 2(17): Companies can choose a financial year ending either on December or in March.
3.	Maximum no. of Members	Clause 2(68)(ii): Maximum No. of Members can be 200.	Section 3(2)(iii): Maximum No. of members in a private company can be 50.
4.	One Person Company	New Concept of One Man Company Introduced	No Provision
5.	Resident Directors	Clause 149(3): It is mandatory for all companies to have at least one resident director, which is a person who has stayed in India or 182 days or more in the last calendar year.	No Provision
6.	Woman Director	Clause 149(1): For specified classes of organization, it is mandatory to appoint at least one female director.	No Provision
7.	Independent Director	Clause 2(47): Define Independent Director. Clause 149: Every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies.	No provision in Companies Act, 1956 Listing Agreement defines it.
8.	Maximum No. of Directors	Clause 149(1): A company can have a maximum 15 directors but the limit can be increased after obtaining requite approval. A person can hold directorship in a maximum of 20 companies. However, out o the 20 companies, one cannot hold directorship in maximum 15 public companies.	Maximum no. of director can be 12 and a person can become director of 15 public companies
9.	Quorum of general meeting of members	Clause 103 : •      2 members present in person in case of private company •      5 members present in person in case of public company having less than 100 members •      Fifteen members present in person if the company is having 1000 or more members but less than 5000 members •      Thirty members personally present if the company having more than 5000 members on the date of the meeting	Section 174: •      5 members present in person for public companies •      2 persons present in person for private companies
10.	Transfer of Shares	Clause 58(2): Shares of public companies are freely transferrable. However, contract or agreement between 2 or more persons in respect of transfer of securities shall be enforceable as a contract.	Section 111A: Shares of public companies are freely transferrable.
11.	Delivery of duly executed transfer deeds	Clause 56(1): Duly executed transfer deed shall be delivered to the company within 60 days of execution.	Section 108 (1A): Duly executed transfer deeds shall be delivered to the company within 2 months of execution in case of private company and within 12 months of execution or closer of register of members WEE
12.	Issue of Share Certificates	Clause 56(4) : •      Within 2 months of allotment of shares and within 1 month of transfer of securities •      Within 6 months of issue of debentures.	Section 113: •      Within 3 months of allotment and within 2 month of transfer
13.	Issue of Bonus Shares	Clause 63 to deal with bonus shares	No specific section dealt with issue of bonus shares only a reference given in section 205 of bonus shares
14.	Buy Back of Shares	Clause 68(2): No Buy-Back up to period of 1 year from the date of preceding Buy-Back whether approved by BOD or Shareholders.	Section 77A(1): In case of Buy-Back made by BOD (10% of the total paid up equity capital and free reserves), no further offer of buy back is permissible with in a period of 365 days reckoned from the date of the preceding offer of Buy-Back.
15.	Registration of creation  and satisfaction of charge	•      Time limit for registration of charge will be 30 days, registration of charge could be allowed in next 300 days on payment of prescribed fee if the registrar allows on an application made by the company. •      Registration beyond this time limit will require permission of central government under clause 87 (clause 77) •      On failure of the company to register the charge within this 300 days, the charge holder may apply to the registrar for registration of charge.	•      Time limit for registration of creation of charge was 30 days , in next 30 days charge could be registered with fine , delay beyond this 60 days time amounts to default and Condonation of delay required u/s 141
16.	Corporate Social Responsibility	By virtue of Clause 135, the concept of CSR has been introduced. Company having net worth of RS 500 crore or more or turnover of 1000 crore or more or net profit of Rs 5 crore or more during any financial year will have to implement CSR policies.	No provision
17.	Audit	•      The Bill provides for mandatory rotation of auditors every five years. •      Clause 139(2) prescribed that no listed company shall: a)      Appoint an individual as auditor for more than one term of five consecutive years and b)      An audit firm as auditor for more than two terms of five consecutive years.	No such provision for rotation of auditors