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Highlights of the Corporate Amendment Bill, 2026 in respect of the Companies Act, 2013
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Highlights of the Corporate Amendment Bill, 2026 in respect of the Companies Act, 2013

Section Topic Amendment
New Section 12A Website, email address disclosure Certain classes of companies shall maintain a website, email address, and other modes of communication as may be prescribed. These details shall be intimated to the ROC in the prescribed format.
20 Service of Documents Some prescribed documents shall be sent to the members of prescribed ch class or classes of companies. only through electronic mode.
26 Issue of prospectus Penalty of Rs. 2 lacs to Company and every knowing party – when prospectus is issued in contravention of provisions of the Act.
42 Private Placement Word securities inserted for shares. Private placement offer can be given to holders of any scheme linked to the value of the share capital of the Company, along with ESOPs. Intention is to recognise additional instruments such as Restricted Stock Units and Stock Appreciation Rights.
New sec 43A Share capital of company under International Financial Services Centre. New provisions in respect of the share capital of a Company, set up and incorporated in the International Financial Services Centre (IFSC) are introduced. Such a company may maintain its share capital in permitted foreign currency. Taking into account the nature of companies set up in the IFSC jurisdiction, such provisions are being included through a new section 43A.
62 Further issue of shares The right issue offer can be extended to holders of any scheme linked to the value of the share capital of the Company along with ESOPs. Again this is to recognise instruments such as Restricted Stock Units and Stock Appreciation Rights in addition to ESOPs.
68 Buy Back of shares
  • Some classes of companies will be allowed a different % of buy back.
  • 25 % or such other per cent., as the case may be, will be its total paid-up equity capital, that can be bought back, in that financial year;
  • Some classes of companies will be allowed two buy-backs in a year. Second buy-back to be made after 6 months of closure of the earlier offer. (Debt free Companies)
  • Declaration of solvency to be filed for the purposes of buy back need not be in the form of an affidavit.
77 Registration of charges Registration of charges is allowed within 120 days with additional fees instead of earlier 60 days.
96 Annual General Meeting
  • AGM can be held physically, or through video conferencing or other audio-visual means, either wholly or partly.
  • AGM to be held physically at least once in every three years
99 Punishment for AGM default
  • The company and every officer of the company who is in default will be liable to a penalty of one lakh rupees, and in case of continuing default, with a further penalty of five thousand rupees for each day. Subject to a maximum of 2 lacs for a Company and Rs.50,000 for officer in default.
  • Amendment is to decriminalise the offence.
100 Extra Ordinary General Meeting
  • EOGM can be held physically, or through video conferencing or other audio-visual means, either wholly or partly.
  • Requisitions meeting, if so, requisitioned by a specific number of members, can be held in hybrid mode.
101 Notice of EOGM If EOGM is to be conducted wholly through video conferencing or other audio-visual means – notice of at least 7 days can be given.
125 (2) IEPF one more category to be transferred to IEPF has been added – the amount in respect of shares bought back and extinguished, remaining unpaid or unclaimed for seven or more years;
131 Voluntary revision of financials Application to NCLT can be made to revise the financials of three immediately preceding financial years. Word immediately inserted.
132, new sections 132A to 132K National Financial Reporting Authority. (NFRA) Various amendments strengthening the powers of NFRA by elevating it to a full-fledged body corporate. It expands NFRA’s powers, introducing mandatory auditor registration (Section 132A) and providing it with enhanced enforcement, investigation, and regulatory powers, making it a “super regulator” for the auditing profession.
134 Financial Statements, Board report Board to give comments on the Board report on every qualification, reservation, or adverse remark, or disclaimer made by the Auditor on

  • financial transactions
  • matters that have any adverse effect on the functioning of the company
  • matters relating to the maintenance of accounts
135 Corporate Social Responsibility
  • Applicability criteria – net profit of Rs. 10 crores or such sum as may be prescribed
  • Unspent CSR on ongoing projects can be transferred to a special bank account within 90 days from close of F. Y.
  • NO separate committee if CSR spending does not exceed Rs. 1 crore
139 Auditors There might be a defined class of companies that do not require statutory auditors.
141 Qualification of auditors A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant. Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company.

Every partner of the firm shall be a person who has been registered with a statutory institute or body established under a law in India having powers of such registration.

The last proviso moots the idea of a multi-disciplinary body having CA, CS, Cost accountants, and other professionals.
144 Auditor not to Render Certain Services Restrictions on Auditors to provide non-audit services to the company, or its holding company, or subsidiary
147 (1) Punishment for contravention of sec 139 to 146 New provisions specifying different penalty under sections – 139, 140, 141, 142, and 146 are added replacing earlier provisions.
148 Cost Auditor When a firm is to be appointed as Cost Auditor – every partner of the firm shall be a person who is registered with a statutory institute or body established under a law in India. Here also, multidisciplinary body envisaged.

Certain offences under this section are being decriminalised by specifying a penalty for non-compliance.
149 Independent Director Counting tenure of independent Director – any period during which an independent director has served as an additional director of the company, shall be included in his tenure as an independent director.
154 Director Identification Number (DIN) Provisions in respect of deactivation, cancellation and surrender have been inserted. A person needs to have a valid Director Identification Number during the entire term of his functioning as director in any company. Director will not be able to function if DIN is deactivated or cancelled.
161 Additional Director Term of additional Director – up to the date of the next general meeting or up to a period of three months from the date of his appointment, whichever is earlier. It is not till next AGM like earlier provisions.
164 Disqualification for the appointment of Director New clauses of Disqualifications introduced. Following persons can’t be appointed as Directors :

  • Auditor, secretarial Auditor, cost auditor, registered valuer, insolvency professional of the Company/holding co/subsidiary co. during immediately preceding 3 financial years or during the current F Y
  • He has not been assessed by the Board to be a fit and proper person
  • Director will be disqualified for reappointment in the Company or appointment in a new Company in case of non filing of financials and annual return for any continuous period of 2 years, and he will vacate the office.
165 Number of Directorships Central Govt may lower the number of Directorships (than 20) for different classes of Companies and different classes of Directors.
167 Vacation of office of Director If Directors becomes disqualified by virtue of non-filing of financials, he will vacate from every Company, including the Company which has made default in filing – after 6 months from date of disqualification or upon expiry of his tenure, whichever is earlier.
173 Board meetings OPS, Small co, Dormant Co – only one meeting in a calendar year. No period gap defined for next meetings.
184 Disclosure of Interest by Director No disclosure is required every year at first BM of the financial year. Disclosure by the Director is to be given in first BM as and when there is any change in disclosure already made.
185 Loan to Director/Company Loan to LLP where the Director of the Company or a relative of a Director is a partner is prohibited.
186, 189 Penalty for non-maintenance of certain Registers Separate penalty section added for non-maintenance of the register of loans and investments and non-maintenance of the register of contracts.
new Section 203A KMP
  • Procedure for resignation of a whole-time KMP, who is not a director, has been introduced. Similar to the resignation of Director.
  • Intimation of resignation submitted to the Company. Then Board to intimate ROC. Effective date of resignation will be date of notice to the company or date specifically mentioned in letter, whichever is later.
  • KMP will be liable for defaults during his tenure.
204 Secretarial Audit
  • The word “company secretary in practice”, substituted by “secretarial auditor”.
  • An individual Secretarial audit must be a PCS. If a firm to be appointed as secretarial Auditor, majority of parters of the firm should be PCS. Every partner of the firm shall be a person who has been registered with a statutory institute or body established under a law in India having powers of such registration.
  • Intention of amendment – Multi- disciplinary firms may conduct secretarial audits.
206 Inspection, Inquiry, and Investigation
  • Instead of fine, penalty has been prescribed for a company which fails to furnish any information or explanation or produce any document required under this section
  • Amendment seeks to decriminalise offences under section 206
230, 232, 233, new section 233A Mergers and Amalgamations
  • A compromise or merger under the Act is not allowed when the liquidation process under the Insolvency and Bankruptcy Code, 2016 has been initiated.
  • Fast track mergers will require at least 75% approval by value of shares or outstanding creditors who are present and voting in their respective meetings. (instead of 90 %)
  • Appointment of Liquidator will not be required for a scheme in respect of the transfer or division of the undertaking of the company.
  • Shares held in a company’s own name or in the name of a trust in case of mergers -prior to the Companies Act, 2013, must be disposed of or cancelled within three years of the commencement of amendment Act. Such shares shall be cancelled and extinguished by the company in a prescribed manner and it shall deemed to be reduction of capital.
242 Registered Valuer Register valuer defined as who (a) has such qualifications and experience as may be specified by regulations by the Valuation Authority; (b) is a member of a recognised valuers’ organisation; and (c) holds a valid certificate of registration as a valuer.”;
248 Striking off Company from Register of Companies Additional criteria inserted for striking off -In the preceding 2 financial years and the current year, the Company

  • Has not carried our business operations
  • has not made any significant accounting transaction
  • has not filed financial statements or annual returns that were due to be filed for two consecutive financial years preceding the previous financial year
  • appeal against striking off Order can be submitted to the Regional Director or Tribunal. Earlier, it was only Tribunal.

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