Register of Contracts - Companies Act 2013 Vs 1956 - A Comparison

Register of Contracts under Companies Act 2013 Vs 1956 - An analysis

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One of the register to be maintained through out the life time of the Company !!

Entries of the Register to be authenticated by CS or person authorized by Board....

Within how many days the Contracts need to be entered?

Please read ...

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Section 189 of the Companies Act 2013 requires every company to maintain a register of contracts or arrangements. This section 189 is in the place of section 301 of the Companies Act 1956.

	Section 189 – 2013 Act	Section 301 – 1956 Act
Maintenance of Register Applicability	To all contracts or arrangements to which sub section 2 of section 184 or section 188 applies.	To all contracts or arrangements to which section 297 or section 299 applies.
Sub section 2 of section 184 of 2013 Act
i) Any director of a company who has interest directly or indirectly in any contract or arrangement a)      with any body corporate in which such director in association with any other director, holds more than two percent of shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or b)     with a firm or other entity in which, such director is a partner, owner or member, as the case may be.
Section 188 of 2013 Act  Related party transactions
Section 297 of 1956 Act
i) If a director of the company or his relative, a firm in which such director or relative is a partner, any other partner in such a firm, or a private company of which the director is a member or director,  enters into any contract with the company a)      for the sale, purchase or supply of any goods, materials or services; or b)     for underwriting the subscription of any shares in, or debentures of, the company
Section 299 of 1956 Act Any director, who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the company, shall disclose the nature of his concern or interest.

   

	Section 189 – 2013 Act	Section 301 – 1956 Act
Particulars to be entered	Prescribed in Form No.12.4	Particulars as spelt in section 301(1)
Time period within which the entries to be made	Section silent	i) Within 7 days of the Board Meeting in case of a contract or arrangement which requires board’s approval. ii) In any other case, within 30 days of the receipt of the details of such contract or arrangement at the registered office.
Authentication	Entries shall be made in chronological order and shall be authenticated by the Company Secretary or by any other person authorized by the Board.	No provision
Board’s consent	Register shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.	Register shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.
Preservation of Register	The Register shall be preserved permanently and shall be kept in the custody of the Company Secretary or any other person authorized by the Board.	No provision
Registered to be maintained `	At the Register office	At the Registered office
Inspection	Open for inspection at such office during business hours and extracts may be taken therefrom, and copies thereof as may be required by any member shall be furnished by the company to such extent, in such manner, and on payment of such fees as may be prescribed.	Open for inspection at such office, and extracts may be taken therefrom and copies thereof may be required, by any member of the company to the same extent, in the same manner, and on payment of the same fee, as in the case of register of members of the company and the provisions of section 163 shall apply accordingly.

	Section 189 – 2013 Act	Section 301 – 1956 Act
Placing before AGM	The Register of Contracts or Arrangements should be produced at the commencement of every AGM and shall remain open and accessible during the continuance of the meeting to any person having the right to attend the meeting.	No provision.
Non Applicability	i) To any contract or arrangement for the sale, purchase or supply of any goods and materials or the cost of such services does not exceed Rs. 5 lacs in the aggregate in any year; or ii) to any contract or arrangement by a banking company for the collection of bills in the ordinary course of its business.	i) To any contract  or arrangement for the sale, purchase or supply of any goods, materials or services, if the value  does not exceed Rs.1000/- in the aggregate in any year; or ii) to any contract or arrangement by a banking company for the collection of bills in the ordinary course of its business.
Penalty	Every director who fails to comply with the provisions shall be punishable with a penalty of Rs.25000/-	Every officer of the company who is in default shall be punishable with fine which may extend to Rs.5000/-

CS Balaji G

Company Secretary