Difference between Section 42 and Section 62 of the Companies Act 2013

Section 42  provides  for  all  securities  whereas  section 62  is  deals  with  only Shares

As  per  Section 2 ( 81)   "securities" means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);

(h) “securities” include— (i) shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate;
[(ia) derivative
(ib) units or any other instrument issued by any collective investment scheme to the investors in such schemes;]
[(ic)security receipt as defined in clause (zg) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;]
 [(id) units or any other such instrument issued to the investors under any mutual fund scheme;]
(ii) Government securities; (iia) such other instruments as may be declared by the Central Government to be securities; and (iii) rights or interest in securities;

Private  placement  means any offer of securities or invitation to subscribe securities to a select group of persons
 

Wherease  Section 62  shares  can  be  offered  to  existing  or  new  persons  or  employees  or  conversion  of  debt  into  shares

Section 42  separate  bank  account to  be  opened  whereas  no  such  condition  exist  in  Section 62 

While  conversion of debt  into  shares  we  need  to take  care  Section 192    The  necessary  disclosure  has  to be given

The  penalty  clause  has  provided  in  Section 42  but no  such  clause  we  need  to refer  section 450  where  it  provides  that  Punishment where no specific penalty or punishment is provided

Extra ordinary General meeting

The  question  of  conducting  Extra  ordinary  General  meeting  debated  here.

In  Companies  Act  1956,  there  was   no  restriction  that  the  EGM  can  be  held  within  the  same  city  where  registered  office is   situate  or  within  India or  anywhere  in  the  world    This  is  applicable  for  all  companies  including  listed  companies.

Now  in  the  Present  Companies  Act  2013,  they  have  amended  the  same  and  also  put   restriction.  MCA  might  have  consider  restriction  only  for  listed  company  not  for  unlisted  company.

What  is  the  restriction?

Explanation  to  Rule  18  of  Companies  provides  are  as  follows

Explanation.- For the purpose of this rule, it is hereby declared that the extra ordinary general meeting shall be held at a place within India.

The  word  shall  used  here  means  it  is  mandatory  for  all  companies  mandatorily  to  convene  Extra  ordinary  General  Meeting  only  in  India

There  is  no  possibility  for  shareholders  who  reside  outside  India  and  they  have  to  personally  present.  If  suppose  not  personally  present,  they  board  to  decide  adjournment  and  also   convene  the  adjourned  meeting

Conclusion:   EGM   shall  be  held  at a  place  within  India  not  outside  India.

Format of new explanatory statement mandated u/s 102 of the Companies Act, 2013 wef 12th Sep 2013

Note:

1.      A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A PROXY AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2.      Shareholders are requested to immediately notify the Company of any change in their address.

3.      Explanatory Statement pursuant to the provisions of section 102 of the Companies Act, 2013 for material facts related to Special Business is annexed herewith.

 

Annexure to the Notice

Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 in respect of the special business

Item No. 1:

These Changes are in view with the change in main objects of the Company which has included in its fold the work to act as  business correspondent/business facilitator of scheduled commercial bank for fulfillment of Financial Inclusion Plan, to develop, market and make arrangement of bill collection of various Companies, Public Sector Enterprises and Corporates and other outfits; to develop, manage and market retail outlets for bill collection, commodity marketing, online ticketing, online tourism booking etc., prepaid mobile recharge and trading of various commodities.

It is most apt that the name of the Company should reflect the changed main object of the Company and hence the resolution for change of name is proposed.

The Registrar of Companies, West Bengal has confirmed vide their communication dated 12.11.2013, that the new name is available for registration under section 20 of the Companies Act, 1956, and subject to the resolution being passed, an application will be made to the Registrar of Companies for approval to the change of name under section 21 of the Act.

If the change of name is approved, the share certificates already issued will be called back and will be exchanged with the new one bearing the changed name. The old share certificates will be cancelled.

The nature of concern or interest, financial or otherwise of:

(i)                 Every director: No financial interest; the interest is only to the extent of shareholding because the directors are also the shareholders of the Company.

(ii)               KMP – Not Applicable.

(iii)             Relatives of the Directors: No interest, financial or otherwise.

It is to be noted that this resolution does not relate to or affects any other Company.

The Board recommends the passing of this resolution by way of special resolution.

Place:                                                                                 By order of the Board

Registered Office:

Date: 18.11.2013                    

Companies Act 2013

Companies Bill enacted into law

K.R. SRIVATS

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NEW DELHI, AUG 30:  

The Companies Bill 2013 has received Presidential assent. President Pranab Mukherjee gave his assent to this Bill today, informed sources said.

With this move, India has now got a new company law that has replaced the erstwhile Companies Act 1956.

The Corporate Affairs Ministry is expected to in the next few weeks come up with draft rules for public comments.

(This article was published on August 30, 2013)

Companies Act 2013

Dear Professional Colleagues,

Finally, the president has also given his assent to the Companies Act 2013 on 29th Aug 2013. Now, the next task is to frame the rules and regulations which is going to take lot of time. The new companies Act without the rules and regulations is incomplete . We hope that the same shall be in place before the end of this financial year.  

 

For details of the section wise provisions , you may refer the following link :

http://www.taxmann.com/companylaws/companies-acts.aspx