The changes in the 2013 Act have far-reaching implications that are set to significantly change the manner in which corporate operate in India. In this publication, we have encapsulated the major changes as compared to the 1956 Act and the potential implications of these changes. We have also included, where relevant, the provisions of the draft rules, which have been issued by the Ministry of Corporate Affairs (MCA) till date for public comments. Such inclusions have been highlighted with an apteryx at the end of the sentence. However, please note that these are only draft rules and will undergo changes before being notified. The new law replaces the previous Companies Act of 1956 and aims to better regulate companies in India, improve corporate governance and to prevent corporate fraud. The new law is a culmination of a historic opportunity to update and modernize corporate law in India. As with many laws in India, most of the issues with the new law are in its implementation. The new law grants extensive rule-making power to the MCA to implement the new law. Many of the provisions in the Rules are illogical, unnecessarily restrictive and overly prescriptive. The Rules applicable to capital structuring and distribution of profits illustrate the point.