Action Points for Listed Companies under Companies Act, 2013

Sl.
No.
Section of
Companies
Act, 2013
Gist of the Provision Present Status of the Company Transition Period Action Plan
1 12(3)(c) Every Company shall get its
Name, Address of the Registered
Office and the Corporate Identity
Number along with telephone
number, fax number, if any, e-
mail and website address, if any,
printed in all business letter
heads, bill heads, letter papers
and in all notices and official
publications.
At present the Company has not
been printing its Corporate Identity
Number on the business letter
heads, bill heads, and letter papers
and in any notice and official
publications.
No transition period. The
provision is applicable
w.e.f. 1st April, 2014.
The Company has to get new
letter heads printed with its
CIN and the same shall be
displayed in all the mentioned
documents going forward.
2 91(1) The Company may close the
Register of Debenture Holders
and other securities for a period
of 45 days in each year. Registers
can be closed for a period of 30
days at a stretch. The Company
has to intimate the Stock
Exchange seven days prior to the
closure of Register.
Under the Companies Act, 1956,
the provision was voluntary and the
same prevails in the Companies
Act, 2013. If a Listed Company
closes its registers, the same has to
be communicated to the Stock
Exchange and also advertised in
newspaper. At present, Company’s
close their Share Transfer Books at
the time of AGM if it is not closed
anytime during the year.
The Company has to close its
Register of Debenture
Holders and other securities,
at least once at the time of
AGM if not closed anytime
during the year.
3 92(2) The Annual Returns of a Listed
Company shall be certified by a
Company Secretary in Practice.
As per Section 159 of the
Companies Act, 1956, the
Company was required to get its
Annual Return certified by a
Company Secretary in Practice.
Section 92 of the Companies Act,
2013 mandates the same. However,
The Company has to continue
getting its Annual Return
certified from a PCS in Form
MGT-8 as per the provisions
of Section 92.

the certification is to be done in a
specific form which is MGT-8.
4 93 Every Listed Company shall file
with the Registrar a return in
respect to the change in the
number of shares held by
promoters and top ten
shareholders of the Company
constituting 2% or more, within
15 days of such change.
This provision did not exist under
the Companies Act, 1956.
However, the company was
required to make disclosures under
the Substantial Acquisition of
Shares and Takeover Regulations,
2011 and SEBI (Prohibition of
Insider Trading Regulations), 1992.
In addition to the disclosures
made under the SEBI
Regulations, Company has to
now make disclosures about
the change in the shareholding
of Promoters and top ten
shareholders to the ROC.
5 101(1) A General Meeting can be called
by giving a Shorter notice
provided 95% of the members
give their consent to hold the
Meeting.
Company could convene an AGM
at a shorter notice if consent of all
the Shareholders was obtained.
the same has been brought down to
95%.
Before convening a General
Meeting at a shorter notice,
the Company has to ensure
that consent of members
holding 95% of the shares is
received.
6 108 Every Listed Company shall
provide to its Members the
facility to exercise their vote at
General Meetings by electronic
means.
The provision did not exist in the
Companies Act, 1956. However,
Ministry vide its circular,
recommended the option of
providing e-Voting facility as a part
of Green Revolution.
The Company has to tie up
with NSDL or CDSL for
providing e-voting
connectivity and the facility
has to be given to
Shareholders from the
forthcoming Annual General
Meeting.
prepare a report on each Annual
General Meeting to the effect that
the Meeting was convened, held
and conducted as per the
provisions of the Act and file the
same with Registrar of
Companies were filing the report
with Madras Stock Exchange under
Claus 35A of the Listing
Agreement.
The Company has to file a
report with Registrar of
Companies within 30 days
from the conclusion of the
ensuing Annual General
Meeting.

Companies within 30 days from
the date of Annual General
Meeting.
8 129(3) A Company having subsidiaries
and associate companies shall
prepare consolidated accounts in
addition to the stand-alone
financial statements and the same
shall be laid down before the
members.
Listed Companies were mandated
by Clause 32 of the Listing
Agreement to prepare Consolidated
Financial Statements.
Companies having
subsidiaries shall continue
consolidating the accounts of
the subsidiaries with their
own.
appoint an Internal Auditor or a
firm of Internal Auditors who
may or may not be an employee
of the Company and who shall
either be a Chartered Accountant
or a Cost Accountant.
CARO specified the criteria for
appointment of Internal Auditors
and Companies meeting the criteria
specified in CARO appointed an
Internal Auditor.
Six months from the date
of notification of this
Section i.e. w.e.f.
01.04.2014.
If the Company has an
Internal Auditor, it can
continue with the same
Auditor. His appointment
should be approved by the
Board. Companies not having
an Internal Auditor have to
decide on appointing one.
appoint an audit firm as auditor
for one term of five years and not
more than two consecutive terms
or an individual for one term of 5
years.
The provision in regard to rotation
of Auditors did not exist in the
Companies Act, 1956.
3 years from the
commencement of this
Act i.e. w.e.f. 01.04.2014.
Companies in which the Audit
Firm has been doing the audit
can be appointed for a period
of one year at a time and can
continue to audit the accounts
of the Company till the
Financial Year 2016-17. The
last appointment shall be in
the AGM held during the year
2017.
11 149 (1) Every Listed Company shall have
at least one Woman Director on
the Board of the Company.
One year from the date of
commencement of the Act
i.e. w.e.f. 01.04.2014 but
according to Listing
Companies not having a
Woman Director on their
Board have to appoint one on
or before 30.09.2014.

Agreement the transition
period is limited up to
30.09.2014.
12 149(3) Every Company shall have a
Resident Director who has stayed
in India for a period of 182 days
in Previous calendar Year.
Companies not having a
Resident Director on their
Board have to appoint one at
the earliest.
13 149 (4) Every Listed Company shall have
at least one-third of the total
number of Directors as
Independent Directors and
Managing Director, Whole-time
Director & Nominee Director
shall not be treated as
Independent Director.
Clause 49 of the Listing Agreement
mandated Listed Companies to
have an optimum combination of
Executive and Non-Executive
Directors with at least 50% of the
Board comprising of Independent
Directors.
i.e. w.e.f. 01.04.2014 but
according to Listing
Agreement the transition
period is limited up to
30.09.2014.
Companies following the
composition as per Clause 49
of the Listing Agreement can
continue to do so and the
companies which do not have
the optimum combination as
per the Act and Listing
Agreement can take
appropriate steps to set right
the same.
14 165 A Director can hold directorship
in maximum of 20 Companies
out of which he can be a Director
of 10 Public Companies.
These numbers includes Private
Companies & Alternate
Directorship also.
Companies Act, 1956, person was
allowed to act as Director in
maximum 15 companies and while
reckoning the limit of 15, Private
Companies, Section 25 Companies,
Unlimited Companies and Alternate
Directorships were excluded.
commencement of this
Act.
Companies having Directors
who are holding Directorships
in more than 20 companies in
total and 10 public companies
have to request them to
choose the Companies on
which they wish to be on the
Board and relinquish the
office of Director in other
Companies.
15 167(b) Every Director shall mandatorily
attend one Board Meeting out of
all the Board Meetings held
during twelve calendar months.
As per the provisions of the
Companies Act, 1956, a Director
could absent himself from all the
Meetings of the Board after seeking
Leave of Absence.
Companies have to ensure
that the Directors attend at
least one Meeting of the
Board out of all the Meetings
held during 12 calendar

months.
16 168 The resigning Director should file
the e-form DIR 11 with the ROC
within 30 days from the date of
resignation.
The provision was not specified
under the Companies Act, 1956 and
therefore the Company was not
required to follow it.
The Company has to ensure
that the resigning Director
intimates his resignation to
ROC in the specified form.
17 173(2) The Board Members has the right
to participate in the Board
meetings through Video
Conferencing or Audio Visual
means.
Ministry vide its circular, provided
for the option of attending meetings
through Video Conferencing or
Audio Visual means as a part of
Green Revolution.
The Company has the option
to offer video conferencing
for attending the Board
Meeting.
18 177(1) Every Listed Company shall
constitute an Audit Committee
which should consist of a
minimum of three Directors and
majority of the Directors should
be independent.
As per the provisions of Section
292A of the Companies Act, 1956,
every Public Company having a
paid up share capital of Rs. 5
Crores or more was required to
constitute an Audit Committee.
Also Clause 49 of the Listing
Agreement mandated every Listed
Company to constitute an Audit
Committee.
i.e. w.e.f. 01.04.2014.
Companies shall continue
with the existing Audit
Committee and alter the terms
of reference in accordance
with the provisions of the Act
and in accordance with the
revised Clause 49, once the
same becomes effective w.e.f.
01.10.2014.
establish a Vigil Mechanism for
Directors and employees to report
genuine concerns such as fraud,
mal-practices to the Audit
Committee of the Company.
No such provision existed in the
provided companies to set up a
Whistle Blower Policy although the
same was not mandatory.
No transition period
specified. The provision is
applicable w.e.f. 1st April,
2014.
Companies already having a
Whistle Blower Policy can
continue with the same.
Companies which have not
adopted the Vigil Mechanism
shall frame a policy at the
earliest in accordance with the
provisions of this section.The
same should be uploaded in

the website of the Company
for Listed Companies
constitute a Nomination and
Remuneration Committee which
shall comprise of three or more
non-executive Directors out of
which at least one-half shall be
Independent Directors.
provided companies to set up a
Remuneration Committee although
the same was not mandatory.
2014.
Companies already having a
Remuneration Committee can
continue with the same after
altering the name and
companies not having the
same shall constitute one at
the earliest in accordance with
the provisions of this section.
However, Companies have to
make sure that all directors in
the remuneration committee
are non-executive directors in
accordance with the revised
Listing Agreement
21 178(3&4) Every Listed Company shall
formulate a policy relating to the
remuneration of Directors, Key
Managerial Personnel and other
employees and recommend the
same to the Board.
companies having an Remuneration
Committee were formulating the
same.
2014.
Companies having a
Remuneration Policy can
continue with the same after
aligning it in accordance with
the provisions of the section
and Companies not having a
Remuneration Policy shall
constitute one at the earliest.
22 185 The company cannot grant loans,
book debts, guarantees to any of
its Directors or any other persons
in whom the Directors are
interested.
Companies Act, 1956, Companies
were allowed to give loans to its
Directors after obtaining prior
approval of Central Government.
2014.
Company has to ensure that it
does not grant any loans to its
Directors. The Company can
extend loan facility to its
Managing Director and
Whole-time Director if it is
part of the service extended
by the Company to all its

employees and pursuant to
any scheme approved by the
Members by way of special
Resolution.
23 186 Companies cannot make
investment through more than 2
layers of Investment Companies.
As per the provisions of Section
372A of the Companies Act, 1956,
companies were allowed to make
investments up to the limit of 60%
of paid up share capital and free
reserves or 100% of free reserves
after obtaining Board’s approval.
The Company could make
investments in excess of the
specified limits after obtaining the
approval of Shareholders in
General Meeting by way of Special
Resolution.
2014.
The Company should ensure
that it does not make
investments beyond two
lawyers of Investment
Companies.
24 196(2) A Company cannot appoint its
MD, WTD or Manager for a term
exceeding 5 Years at a time
Section 269 of the Companies Act,
1956 governed the appointment of
Managing Director and it did not
clearly specify the term for
appointment.
2014.
Company has to ensure and
limit the term of Managing
Director and Whole-time
Director to five years at a
time.
25 203 Every Listed Company shall have
the following Key Managerial
Personnel:
1. Managing Director, or
CEO or Manager and in
their absence a Whole-
time Director;
2. Company Secretary; and
3. Chief Financial Officer
2014.
Company shall ensure and
appoint persons to the
designated positions at the
earliest.

annex with its Board’s Report a
Secretarial Audit Report given by
a Company Secretary in whole
time practice.
The provision providing for
Secretarial Audit did not exist in
the Companies Act, 1956.
However, Companies voluntarily
opted for Secretarial Audit.
There is lack of clarity
and few companies are
complying with the
provision of this section
w.e.f. the financial year
ended on 31.03.14 and
few companies are taking
a stand that it shall be
applicable w.e.f. the
financial year ending on
31.03.15.
Management of the Company
shall have to take a call on the
applicability of the provisions
relating to Secretarial Audit
and accordingly comply with
the provisions of this section.

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