CIRCULAR/NOTIFICATION/ORDER
PASSED
UNDER
COMPANIES ACT- 2013
"Everything is easy, if you are crazy about it And
Nothing is easy, when you are lazy about it."
|
S. NO.
|
Date of Circular
|
Title of Circular/Noti/Rule/Order
|
Section / Rule
|
Gist Of Circular
|
|
CIRCULAR
| ||||
|
1.
|
June 10, 2014
|
Non Requirement of PAN by foreign
director or subscriber
|
-
|
A Foreign National who shall be a
subscriber/promoter, and does not possess PAN shall submit a declaration in
the said regard as an attachment to Form INC-7
|
|
2.
|
June 11, 2014
|
Clarification for filling of form
INC-27 for conversion of Company from Public to Private
|
14(1)(2)
|
The corresponding provisions of
Companies Act, 1956shall remain in force till corresponding provisions of
Companies Act, 2013are notified. Power of Central Government will be vest
into the ROC.
|
|
3.
|
June 18, 2014
|
Clarifications with regard to
provisions of Corporate Social Responsibility.
|
135
|
Complete Circular No.
General Circular No. 21/2014
|
|
4.
|
June 25, 2014
|
Clarification with regard to
holding of shares in a fiduciary capacity by associate company
|
2(26)
|
Shares held by a company in
another company in a 'fiduciary
capacity' shall not be counted for
the purpose of determining the relationship of 'associate company'
under section 2(6) of the
Companies Act, 2013
|
|
5.
|
June 26, 2014
|
Clarification on applicability of
requirement for resident
Director.
|
149(3)
|
Companies incorporated after
30.9.2014 need to have the
resident director from the date of
incorporation itself
|
|
6.
|
June 27, 2014
|
Clarification with regards to us
of the words “Commodity Exchange” in a Company
|
Name
approval
|
Use of the word " Commodity
Exchange" may be allowed only where a "No Objection
Certificate" from the Forward Markets Commission is furnished by the
applicant
|
|
7.
|
July 9, 2014
|
Clarification On Form MGT-14
Through STP Mode
|
|
All cases except for change of
Name, change of object, resolution for further issue of capital and
conversion of companies will be STP Mode.
|
|
8.
|
July 17, 2014
|
Clarification on matter relating
to Related Party Transaction
|
188
|
No need of fresh approval for the
related Party transactions entered u/s 297 until the expiry of original term
of such contract.
|
|
9.
|
October 14, 2014
|
Refund of deposits under Section
160 of the Companies Act, 2013
|
8
|
The Board of directors of a
section 8 company is to decide as to whether the deposit made by or on behalf
of the person failing to secure more than twenty-five percent of the valid
votes is to be forfeited or refunded
|
|
10.
|
October 14, 2014
|
Clarification on matter relating
to Consolidated Financial Statement
|
|
In the CFS, the company would need
to give all disclosures relevant for CFS only.
|
|
11.
|
February 11, 2015
|
Extension of time for filing of
Notice of Appointment of Cost Auditor in Form CRA-2
|
|
Last date of filing of Form CM-2
without any penalty/late fee is hereby extended upto 31st March.2015
|
|
12.
|
March 3, 2015
|
Clarification relating to filing
of e-form DIR-I1 & DIR-12 under the
Companies Act, 2013-
|
|
The Registrar of Companies within
their respective jurisdictions are authorized, on request from the
stakeholders, and after due examination, to allow any one of the resigned
director who was an authorized signatory Director for the purpose of filing
DIR-12 only along with additional fees, as applicable and
subject to compliance of other
provisions of Companies Ac! 2013.
|
|
13.
|
March 10, 2015
|
Clarification with regard to loans
and advances to employees
|
185, 186
|
loans and/or advances made by the
companies to their employees, other
than the managing or whole time directors (which is governed by section 185)
are not governed by the requirements of section 186 of the Companies Act,
2013
Condition: if such loans/advances
to employees are in accordance with the conditions of service applicable to
employees and are also in accordance with the remuneration policy, in cases
where such policy is required to be formulated
|
|
14.
|
March 30, 2015
|
Clarification regarding
applicability of Companies (Acceptance of Deposits Rules, 20l4
|
74(2)
|
Amounts received by private
companies prior to 1st April,
2Ol4 shall not be treated as
'deposits' under the Companies Act,2013 and Companies (Acceptance of
Deposits) Rules, 2014 subject to the condition that
relevant private company shall
disclose, in the notes to its financial statement for the financial year
commencing on or after 1st April, 2014 the figure of such amounts and the
accounting head in which such amounts have been shown in the financial
statement.
Any renewal or acceptance of fresh
deposits on or after 1st April, 2014 shall, however, be in accordance with
the provisions of Companies Act, 20 13 and rules made there under
|
|
15.
|
April 9, 2015
|
Clarification under sub-Section
186(7)
|
186 (7)
|
It is hereby clarified that in
cases where the effective yield (effective rate of return) on tax free bonds
is greater than the prevailing yield of one year, three year, five year or
Ten year government Security closest to the tenor of the loan, there is
no violation of sub-section(7) of
section 186 of the Companies Act, 2013
|
|
16.
|
April 10, 2015
|
Remuneration to Managerial Person
under Schedule) II of the
Companies Act, 1956 -
,
|
Schedule- V
|
Remuneration paid by Listed
Companies and their subsidiaries without approval of Central Government in
excess of the limit of para II para (C) of such schedule in the managerial
personnel met the conditions specified therein.
It is clarified that a managerial
person referred above may continue to receive remuneration for his remaining
term in accordance with terms and conditions approved by company as per
relevant provisions of Schedule XIII of earlier Act even if the part of
his/her tenure falls after 1st April, 2014.
|
|
|
NOTIFICATION
| |||
|
17.
|
May 21, 2014
|
Delegation of power of DIN
|
153 & 154
|
The powers and functions of the Central
Government in respect of allotment of Director Identification Number under
Sections 153 and 154 of the said Act to the Regional Director, Joint
Director, Deputy Director or Assistant Director posted in the office of
Regional Director at Noida.
|
|
18.
|
July 25, 2014
|
Meaning of ‘such class of
companies” in Second Proviso of section 203(1)
|
203(1)
|
Public Company having paid-up
Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 100 crore
or more which are engaged in multiple businesses and have appointed CEO for
such business shall be class of
Companies in Second Proviso of section 203(1).
|
|
19.
|
August 6, 2014
|
In Schedule VII, after item (x),
the following item and entry shall be inserted, namely:-
|
Schedule VII
|
“(xi) slum area development
Explanation.— For the purposes of
this item, the term ‘slum area’ shall mean any area declared as such
by the Central Government or any
State Government or any other competent authority under any law
for the time being in force.”
|
|
20.
|
August 29, 2014
|
Amendment To Schedule II Of The
Said Act
|
Schedule II
|
In part ‘A’ in paragraph 3, for
sub-paragraph (i) the following sub-paragraph shall be substituted.
For paragraph 4 para substituted
|
|
21.
|
October 24, 2014
|
Amendments to Schedule VII of the
said
Act
(i)
In item (i)
(ii)
In item (iv),
|
Schedule VII
|
after the words “and sanitation”,
the words “including contribution to the Swatch Bharat Kosh set-up by the
Central Government for the promotion of sanitation” shall be inserted;
after the words “and water”, the
words “including contribution to the Clean Ganga Fund setup by the Central
Government for ejuvenation of river Ganga;” shall be inserted
|
|
22.
|
January 12, 2015
|
Authorization to officer for Issue
notice for Multiple DIN
|
155
|
The Central Government hereby
authorizes the following officers in the office of Regional Director
(Northern Region) at Noida for the purposes of filing complaint under section
159 of the said Act in respect of offences under section 155 of the said Act
|
|
23.
|
March 24, 2015
|
Adjudicating Officer
|
454
|
The Central Government hereby
appoints following Registrar of Companies as adjudicating officer for the
purposes of this Act in respect of jurisdictions indicated against each
Registrar
|
|
24.
|
March 31, 2015
|
Place of keeping and inspection of
registers, return etc.
|
94(5)
|
the Central Government hereby
delegate to the Regional
Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmadabad, Hyderabad and Shilling& the powers and
Functions vested under sub section (5) of section 94 of the Companies Act,
2013, subject to the condition that the Central Government may revoke such
delegation of powers or may itself
exercise the powers under the said sub-section, it in its opinion such a
course of action is necessary in the
Public interest.
|
|
|
RULES
| |||
|
25.
|
June 9, 2014
|
Companies (Appointment and
Remuneration of Managerial Personnel)
Amendment Rules, 2014
|
203(1)
|
Appointment
of Company Secretaries in companies not covered under rule 8:
A company other than a company
covered under rule 8 which has a paid up share capital of five crore rupees
or more shall have a whole-time company secretary
|
|
26.
|
June 12, 2014
|
**Companies (Meetings and Powers
of Board) Amendment Rules, 2014.
|
Section- 177, 178
Rule 6
|
Public
Companies covered under this
rule which were not required to constitute Audit Committee
under section 292A of the
Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee,
Nomination and remuneration Committee within one year from the commencement
of these rules or appointment of independent directors by them, whichever is
earlier
|
|
27.
|
June 12, 2014
|
Companies (Declaration and Payment
of Dividend) Amendment Rules 2014
|
Rule 3 sub rule 5
|
No company shall declare dividend
unless carried over previous losses and depreciation not provided in previous
year or years are set off against profit of the Company of the current year.
|
|
28.
|
June 18, 2014
|
**Companies (Share Capital and
Debentures) Amendment Rules, 2
|
Registered Valuer
|
Till a registered valuer is
appointed in accordance with the provisions of the Act, the valuation report
shall be made by an independent merchant banker who is registered with the
Securities and Exchange Board of India or an independent Chartered Accountant
in practice having a minimum experience of ten years.
The price of shares or other
securities to be issued on preferential basis shall not be less than the
price determined on the basis of valuation report of a registered valuer
|
|
29.
|
June 30, 2014
|
Companies (Prospectus and
Allotment of Securities) Amendment
Rules, 2014
|
Rule 14 sub- rule 2 (a)
|
in case of an offer or invitation
for non-convertible debentures referred to in the second proviso, made within
a period of six months from the date of commencement of these rules, the
special resolution referred to in the second proviso may be passed within the
said period of six months from the date of commencement of these rules
|
|
30.
|
August 14, 2014
|
(Meetings of Board and its Powers)
Second Amendment Rules, 2014
|
188
|
Provisions
of Transaction Limit of Relate Party Transaction have been changed.
|
|
31.
|
September 18, 2014
|
Companies (Appointment and
Qualification of
Directors) Amendment Rules, 2014
|
Rule – 6, 9
|
In case the name of a person does
not have a last name, then his or her father’s or grandfather’s surname shall
be mentioned in the last name along with the declaration in Form No. DIR-3A.
|
|
32.
|
October 14, 2014
|
Companies (Audit and Auditors)
Amendment Rules, 2014
|
143(3)(i)
Rule- 10A
| |
This message has been truncated.
May 22 at 8:21 PM
[Attachment(s) from Nitesh More included below]
CIRCULAR/NOTIFICATION/ORDER
PASSED
UNDER
COMPANIES ACT- 2013
"Everything is easy, if you are crazy about it And
Nothing is easy, when you are lazy about it."
|
S. NO.
|
Date of Circular
|
Title of Circular/Noti/Rule/Order
|
Section / Rule
|
Gist Of Circular
|
|
CIRCULAR
| ||||
|
1.
|
June 10, 2014
|
Non Requirement of PAN by foreign
director or subscriber
|
-
|
A Foreign National who shall be a
subscriber/promoter, and does not possess PAN shall submit a declaration in
the said regard as an attachment to Form INC-7
|
|
2.
|
June 11, 2014
|
Clarification for filling of form
INC-27 for conversion of Company from Public to Private
|
14(1)(2)
|
The corresponding provisions of
Companies Act, 1956shall remain in force till corresponding provisions of
Companies Act, 2013are notified. Power of Central Government will be vest
into the ROC.
|
|
3.
|
June 18, 2014
|
Clarifications with regard to
provisions of Corporate Social Responsibility.
|
135
|
Complete Circular No.
General Circular No. 21/2014
|
|
4.
|
June 25, 2014
|
Clarification with regard to
holding of shares in a fiduciary capacity by associate company
|
2(26)
|
Shares held by a company in
another company in a 'fiduciary
capacity' shall not be counted for
the purpose of determining the relationship of 'associate company'
under section 2(6) of the
Companies Act, 2013
|
|
5.
|
June 26, 2014
|
Clarification on applicability of
requirement for resident
Director.
|
149(3)
|
Companies incorporated after
30.9.2014 need to have the
resident director from the date of
incorporation itself
|
|
6.
|
June 27, 2014
|
Clarification with regards to us
of the words “Commodity Exchange” in a Company
|
Name
approval
|
Use of the word " Commodity
Exchange" may be allowed only where a "No Objection
Certificate" from the Forward Markets Commission is furnished by the
applicant
|
|
7.
|
July 9, 2014
|
Clarification On Form MGT-14
Through STP Mode
|
|
All cases except for change of
Name, change of object, resolution for further issue of capital and
conversion of companies will be STP Mode.
|
|
8.
|
July 17, 2014
|
Clarification on matter relating
to Related Party Transaction
|
188
|
No need of fresh approval for the
related Party transactions entered u/s 297 until the expiry of original term
of such contract.
|
|
9.
|
October 14, 2014
|
Refund of deposits under Section
160 of the Companies Act, 2013
|
8
|
The Board of directors of a
section 8 company is to decide as to whether the deposit made by or on behalf
of the person failing to secure more than twenty-five percent of the valid
votes is to be forfeited or refunded
|
|
10.
|
October 14, 2014
|
Clarification on matter relating
to Consolidated Financial Statement
|
|
In the CFS, the company would need
to give all disclosures relevant for CFS only.
|
|
11.
|
February 11, 2015
|
Extension of time for filing of
Notice of Appointment of Cost Auditor in Form CRA-2
|
|
Last date of filing of Form CM-2
without any penalty/late fee is hereby extended upto 31st March.2015
|
|
12.
|
March 3, 2015
|
Clarification relating to filing
of e-form DIR-I1 & DIR-12 under the
Companies Act, 2013-
|
|
The Registrar of Companies within
their respective jurisdictions are authorized, on request from the
stakeholders, and after due examination, to allow any one of the resigned
director who was an authorized signatory Director for the purpose of filing
DIR-12 only along with additional fees, as applicable and
subject to compliance of other
provisions of Companies Ac! 2013.
|
|
13.
|
March 10, 2015
|
Clarification with regard to loans
and advances to employees
|
185, 186
|
loans and/or advances made by the
companies to their employees, other
than the managing or whole time directors (which is governed by section 185)
are not governed by the requirements of section 186 of the Companies Act,
2013
Condition: if such loans/advances
to employees are in accordance with the conditions of service applicable to
employees and are also in accordance with the remuneration policy, in cases
where such policy is required to be formulated
|
|
14.
|
March 30, 2015
|
Clarification regarding
applicability of Companies (Acceptance of Deposits Rules, 20l4
|
74(2)
|
Amounts received by private
companies prior to 1st April,
2Ol4 shall not be treated as
'deposits' under the Companies Act,2013 and Companies (Acceptance of
Deposits) Rules, 2014 subject to the condition that
relevant private company shall
disclose, in the notes to its financial statement for the financial year
commencing on or after 1st April, 2014 the figure of such amounts and the
accounting head in which such amounts have been shown in the financial
statement.
Any renewal or acceptance of fresh
deposits on or after 1st April, 2014 shall, however, be in accordance with
the provisions of Companies Act, 20 13 and rules made there under
|
|
15.
|
April 9, 2015
|
Clarification under sub-Section
186(7)
|
186 (7)
|
It is hereby clarified that in
cases where the effective yield (effective rate of return) on tax free bonds
is greater than the prevailing yield of one year, three year, five year or
Ten year government Security closest to the tenor of the loan, there is
no violation of sub-section(7) of
section 186 of the Companies Act, 2013
|
|
16.
|
April 10, 2015
|
Remuneration to Managerial Person
under Schedule) II of the
Companies Act, 1956 -
,
|
Schedule- V
|
Remuneration paid by Listed
Companies and their subsidiaries without approval of Central Government in
excess of the limit of para II para (C) of such schedule in the managerial
personnel met the conditions specified therein.
It is clarified that a managerial
person referred above may continue to receive remuneration for his remaining
term in accordance with terms and conditions approved by company as per
relevant provisions of Schedule XIII of earlier Act even if the part of
his/her tenure falls after 1st April, 2014.
|
|
|
NOTIFICATION
| |||
|
17.
|
May 21, 2014
|
Delegation of power of DIN
|
153 & 154
|
The powers and functions of the Central
Government in respect of allotment of Director Identification Number under
Sections 153 and 154 of the said Act to the Regional Director, Joint
Director, Deputy Director or Assistant Director posted in the office of
Regional Director at Noida.
|
|
18.
|
July 25, 2014
|
Meaning of ‘such class of
companies” in Second Proviso of section 203(1)
|
203(1)
|
Public Company having paid-up
Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 100 crore
or more which are engaged in multiple businesses and have appointed CEO for
such business shall be class of
Companies in Second Proviso of section 203(1).
|
|
19.
|
August 6, 2014
|
In Schedule VII, after item (x),
the following item and entry shall be inserted, namely:-
|
Schedule VII
|
“(xi) slum area development
Explanation.— For the purposes of
this item, the term ‘slum area’ shall mean any area declared as such
by the Central Government or any
State Government or any other competent authority under any law
for the time being in force.”
|
|
20.
|
August 29, 2014
|
Amendment To Schedule II Of The
Said Act
|
Schedule II
|
In part ‘A’ in paragraph 3, for
sub-paragraph (i) the following sub-paragraph shall be substituted.
For paragraph 4 para substituted
|
|
21.
|
October 24, 2014
|
Amendments to Schedule VII of the
said
Act
(i)
In item (i)
(ii)
In item (iv),
|
Schedule VII
|
after the words “and sanitation”,
the words “including contribution to the Swatch Bharat Kosh set-up by the
Central Government for the promotion of sanitation” shall be inserted;
after the words “and water”, the
words “including contribution to the Clean Ganga Fund setup by the Central
Government for ejuvenation of river Ganga;” shall be inserted
|
|
22.
|
January 12, 2015
|
Authorization to officer for Issue
notice for Multiple DIN
|
155
|
The Central Government hereby
authorizes the following officers in the office of Regional Director
(Northern Region) at Noida for the purposes of filing complaint under section
159 of the said Act in respect of offences under section 155 of the said Act
|
|
23.
|
March 24, 2015
|
Adjudicating Officer
|
454
|
The Central Government hereby
appoints following Registrar of Companies as adjudicating officer for the
purposes of this Act in respect of jurisdictions indicated against each
Registrar
|
|
24.
|
March 31, 2015
|
Place of keeping and inspection of
registers, return etc.
|
94(5)
|
the Central Government hereby
delegate to the Regional
Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmadabad, Hyderabad and Shilling& the powers and
Functions vested under sub section (5) of section 94 of the Companies Act,
2013, subject to the condition that the Central Government may revoke such
delegation of powers or may itself
exercise the powers under the said sub-section, it in its opinion such a
course of action is necessary in the
Public interest.
|
|
|
RULES
| |||
|
25.
|
June 9, 2014
|
Companies (Appointment and
Remuneration of Managerial Personnel)
Amendment Rules, 2014
|
203(1)
|
Appointment
of Company Secretaries in companies not covered under rule 8:
A company other than a company
covered under rule 8 which has a paid up share capital of five crore rupees
or more shall have a whole-time company secretary
|
|
26.
|
June 12, 2014
|
**Companies (Meetings and Powers
of Board) Amendment Rules, 2014.
|
Section- 177, 178
Rule 6
|
Public
Companies covered under this
rule which were not required to constitute Audit Committee
under section 292A of the
Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee,
Nomination and remuneration Committee within one year from the commencement
of these rules or appointment of independent directors by them, whichever is
earlier
|
|
27.
|
June 12, 2014
|
Companies (Declaration and Payment
of Dividend) Amendment Rules 2014
|
Rule 3 sub rule 5
|
No company shall declare dividend
unless carried over previous losses and depreciation not provided in previous
year or years are set off against profit of the Company of the current year.
|
|
28.
|
June 18, 2014
|
**Companies (Share Capital and
Debentures) Amendment Rules, 2
|
Registered Valuer
|
Till a registered valuer is
appointed in accordance with the provisions of the Act, the valuation report
shall be made by an independent merchant banker who is registered with the
Securities and Exchange Board of India or an independent Chartered Accountant
in practice having a minimum experience of ten years.
The price of shares or other
securities to be issued on preferential basis shall not be less than the
price determined on the basis of valuation report of a registered valuer
|
|
29.
|
June 30, 2014
|
Companies (Prospectus and
Allotment of Securities) Amendment
Rules, 2014
|
Rule 14 sub- rule 2 (a)
|
in case of an offer or invitation
for non-convertible debentures referred to in the second proviso, made within
a period of six months from the date of commencement of these rules, the
special resolution referred to in the second proviso may be passed within the
said period of six months from the date of commencement of these rules
|
|
30.
|
August 14, 2014
|
(Meetings of Board and its Powers)
Second Amendment Rules, 2014
|
188
|
Provisions
of Transaction Limit of Relate Party Transaction have been changed.
|
|
31.
|
September 18, 2014
|
Companies (Appointment and
Qualification of
Directors) Amendment Rules, 2014
|
Rule – 6, 9
|
In case the name of a person does
not have a last name, then his or her father’s or grandfather’s surname shall
be mentioned in the last name along with the declaration in Form No. DIR-3A.
|
|
32.
|
October 14, 2014
|
Companies (Audit and Auditors)
Amendment Rules, 2014
|
143(3)(i)
Rule- 10A
| |
This message has been truncated.
May 22 at 8:21 PM
[Attachment(s) from Nitesh More included below]
CIRCULAR/NOTIFICATION/ORDER
PASSED
UNDER
COMPANIES ACT- 2013
"Everything is easy, if you are crazy about it And
Nothing is easy, when you are lazy about it."
|
S. NO.
|
Date of Circular
|
Title of Circular/Noti/Rule/Order
|
Section / Rule
|
Gist Of Circular
|
|
CIRCULAR
| ||||
|
1.
|
June 10, 2014
|
Non Requirement of PAN by foreign
director or subscriber
|
-
|
A Foreign National who shall be a
subscriber/promoter, and does not possess PAN shall submit a declaration in
the said regard as an attachment to Form INC-7
|
|
2.
|
June 11, 2014
|
Clarification for filling of form
INC-27 for conversion of Company from Public to Private
|
14(1)(2)
|
The corresponding provisions of
Companies Act, 1956shall remain in force till corresponding provisions of
Companies Act, 2013are notified. Power of Central Government will be vest
into the ROC.
|
|
3.
|
June 18, 2014
|
Clarifications with regard to
provisions of Corporate Social Responsibility.
|
135
|
Complete Circular No.
General Circular No. 21/2014
|
|
4.
|
June 25, 2014
|
Clarification with regard to
holding of shares in a fiduciary capacity by associate company
|
2(26)
|
Shares held by a company in
another company in a 'fiduciary
capacity' shall not be counted for
the purpose of determining the relationship of 'associate company'
under section 2(6) of the
Companies Act, 2013
|
|
5.
|
June 26, 2014
|
Clarification on applicability of
requirement for resident
Director.
|
149(3)
|
Companies incorporated after
30.9.2014 need to have the
resident director from the date of
incorporation itself
|
|
6.
|
June 27, 2014
|
Clarification with regards to us
of the words “Commodity Exchange” in a Company
|
Name
approval
|
Use of the word " Commodity
Exchange" may be allowed only where a "No Objection
Certificate" from the Forward Markets Commission is furnished by the
applicant
|
|
7.
|
July 9, 2014
|
Clarification On Form MGT-14
Through STP Mode
|
|
All cases except for change of
Name, change of object, resolution for further issue of capital and
conversion of companies will be STP Mode.
|
|
8.
|
July 17, 2014
|
Clarification on matter relating
to Related Party Transaction
|
188
|
No need of fresh approval for the
related Party transactions entered u/s 297 until the expiry of original term
of such contract.
|
|
9.
|
October 14, 2014
|
Refund of deposits under Section
160 of the Companies Act, 2013
|
8
|
The Board of directors of a
section 8 company is to decide as to whether the deposit made by or on behalf
of the person failing to secure more than twenty-five percent of the valid
votes is to be forfeited or refunded
|
|
10.
|
October 14, 2014
|
Clarification on matter relating
to Consolidated Financial Statement
|
|
In the CFS, the company would need
to give all disclosures relevant for CFS only.
|
|
11.
|
February 11, 2015
|
Extension of time for filing of
Notice of Appointment of Cost Auditor in Form CRA-2
|
|
Last date of filing of Form CM-2
without any penalty/late fee is hereby extended upto 31st March.2015
|
|
12.
|
March 3, 2015
|
Clarification relating to filing
of e-form DIR-I1 & DIR-12 under the
Companies Act, 2013-
|
|
The Registrar of Companies within
their respective jurisdictions are authorized, on request from the
stakeholders, and after due examination, to allow any one of the resigned
director who was an authorized signatory Director for the purpose of filing
DIR-12 only along with additional fees, as applicable and
subject to compliance of other
provisions of Companies Ac! 2013.
|
|
13.
|
March 10, 2015
|
Clarification with regard to loans
and advances to employees
|
185, 186
|
loans and/or advances made by the
companies to their employees, other
than the managing or whole time directors (which is governed by section 185)
are not governed by the requirements of section 186 of the Companies Act,
2013
Condition: if such loans/advances
to employees are in accordance with the conditions of service applicable to
employees and are also in accordance with the remuneration policy, in cases
where such policy is required to be formulated
|
|
14.
|
March 30, 2015
|
Clarification regarding
applicability of Companies (Acceptance of Deposits Rules, 20l4
|
74(2)
|
Amounts received by private
companies prior to 1st April,
2Ol4 shall not be treated as
'deposits' under the Companies Act,2013 and Companies (Acceptance of
Deposits) Rules, 2014 subject to the condition that
relevant private company shall
disclose, in the notes to its financial statement for the financial year
commencing on or after 1st April, 2014 the figure of such amounts and the
accounting head in which such amounts have been shown in the financial
statement.
Any renewal or acceptance of fresh
deposits on or after 1st April, 2014 shall, however, be in accordance with
the provisions of Companies Act, 20 13 and rules made there under
|
|
15.
|
April 9, 2015
|
Clarification under sub-Section
186(7)
|
186 (7)
|
It is hereby clarified that in
cases where the effective yield (effective rate of return) on tax free bonds
is greater than the prevailing yield of one year, three year, five year or
Ten year government Security closest to the tenor of the loan, there is
no violation of sub-section(7) of
section 186 of the Companies Act, 2013
|
|
16.
|
April 10, 2015
|
Remuneration to Managerial Person
under Schedule) II of the
Companies Act, 1956 -
,
|
Schedule- V
|
Remuneration paid by Listed
Companies and their subsidiaries without approval of Central Government in
excess of the limit of para II para (C) of such schedule in the managerial
personnel met the conditions specified therein.
It is clarified that a managerial
person referred above may continue to receive remuneration for his remaining
term in accordance with terms and conditions approved by company as per
relevant provisions of Schedule XIII of earlier Act even if the part of
his/her tenure falls after 1st April, 2014.
|
|
|
NOTIFICATION
| |||
|
17.
|
May 21, 2014
|
Delegation of power of DIN
|
153 & 154
|
The powers and functions of the Central
Government in respect of allotment of Director Identification Number under
Sections 153 and 154 of the said Act to the Regional Director, Joint
Director, Deputy Director or Assistant Director posted in the office of
Regional Director at Noida.
|
|
18.
|
July 25, 2014
|
Meaning of ‘such class of
companies” in Second Proviso of section 203(1)
|
203(1)
|
Public Company having paid-up
Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 100 crore
or more which are engaged in multiple businesses and have appointed CEO for
such business shall be class of
Companies in Second Proviso of section 203(1).
|
|
19.
|
August 6, 2014
|
In Schedule VII, after item (x),
the following item and entry shall be inserted, namely:-
|
Schedule VII
|
“(xi) slum area development
Explanation.— For the purposes of
this item, the term ‘slum area’ shall mean any area declared as such
by the Central Government or any
State Government or any other competent authority under any law
for the time being in force.”
|
|
20.
|
August 29, 2014
|
Amendment To Schedule II Of The
Said Act
|
Schedule II
|
In part ‘A’ in paragraph 3, for
sub-paragraph (i) the following sub-paragraph shall be substituted.
For paragraph 4 para substituted
|
|
21.
|
October 24, 2014
|
Amendments to Schedule VII of the
said
Act
(i)
In item (i)
(ii)
In item (iv),
|
Schedule VII
|
after the words “and sanitation”,
the words “including contribution to the Swatch Bharat Kosh set-up by the
Central Government for the promotion of sanitation” shall be inserted;
after the words “and water”, the
words “including contribution to the Clean Ganga Fund setup by the Central
Government for ejuvenation of river Ganga;” shall be inserted
|
|
22.
|
January 12, 2015
|
Authorization to officer for Issue
notice for Multiple DIN
|
155
|
The Central Government hereby
authorizes the following officers in the office of Regional Director
(Northern Region) at Noida for the purposes of filing complaint under section
159 of the said Act in respect of offences under section 155 of the said Act
|
|
23.
|
March 24, 2015
|
Adjudicating Officer
|
454
|
The Central Government hereby
appoints following Registrar of Companies as adjudicating officer for the
purposes of this Act in respect of jurisdictions indicated against each
Registrar
|
|
24.
|
March 31, 2015
|
Place of keeping and inspection of
registers, return etc.
|
94(5)
|
the Central Government hereby
delegate to the Regional
Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmadabad, Hyderabad and Shilling& the powers and
Functions vested under sub section (5) of section 94 of the Companies Act,
2013, subject to the condition that the Central Government may revoke such
delegation of powers or may itself
exercise the powers under the said sub-section, it in its opinion such a
course of action is necessary in the
Public interest.
|
|
|
RULES
| |||
|
25.
|
June 9, 2014
|
Companies (Appointment and
Remuneration of Managerial Personnel)
Amendment Rules, 2014
|
203(1)
|
Appointment
of Company Secretaries in companies not covered under rule 8:
A company other than a company
covered under rule 8 which has a paid up share capital of five crore rupees
or more shall have a whole-time company secretary
|
|
26.
|
June 12, 2014
|
**Companies (Meetings and Powers
of Board) Amendment Rules, 2014.
|
Section- 177, 178
Rule 6
|
Public
Companies covered under this
rule which were not required to constitute Audit Committee
under section 292A of the
Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee,
Nomination and remuneration Committee within one year from the commencement
of these rules or appointment of independent directors by them, whichever is
earlier
|
|
27.
|
June 12, 2014
|
Companies (Declaration and Payment
of Dividend) Amendment Rules 2014
|
Rule 3 sub rule 5
|
No company shall declare dividend
unless carried over previous losses and depreciation not provided in previous
year or years are set off against profit of the Company of the current year.
|
|
28.
|
June 18, 2014
|
**Companies (Share Capital and
Debentures) Amendment Rules, 2
|
Registered Valuer
|
Till a registered valuer is
appointed in accordance with the provisions of the Act, the valuation report
shall be made by an independent merchant banker who is registered with the
Securities and Exchange Board of India or an independent Chartered Accountant
in practice having a minimum experience of ten years.
The price of shares or other
securities to be issued on preferential basis shall not be less than the
price determined on the basis of valuation report of a registered valuer
|
|
29.
|
June 30, 2014
|
Companies (Prospectus and
Allotment of Securities) Amendment
Rules, 2014
|
Rule 14 sub- rule 2 (a)
|
in case of an offer or invitation
for non-convertible debentures referred to in the second proviso, made within
a period of six months from the date of commencement of these rules, the
special resolution referred to in the second proviso may be passed within the
said period of six months from the date of commencement of these rules
|
|
30.
|
August 14, 2014
|
(Meetings of Board and its Powers)
Second Amendment Rules, 2014
|
188
|
Provisions
of Transaction Limit of Relate Party Transaction have been changed.
|
|
31.
|
September 18, 2014
|
Companies (Appointment and
Qualification of
Directors) Amendment Rules, 2014
|
Rule – 6, 9
|
In case the name of a person does
not have a last name, then his or her father’s or grandfather’s surname shall
be mentioned in the last name along with the declaration in Form No. DIR-3A.
|
|
32.
|
October 14, 2014
|
Companies (Audit and Auditors)
Amendment Rules, 2014
|
143(3)(i)
Rule- 10A
| |
This message has been truncated.
May 22 at 9:15 PM
[Attachment(s) from Nitesh More moreassociate@gmail.com [Indian-CA] included below]
CIRCULAR/NOTIFICATION/ORDER
PASSED
UNDER
COMPANIES ACT- 2013
"Everything is easy, if you are crazy about it And
Nothing is easy, when you are lazy about it."
|
S. NO.
|
Date of Circular
|
Title of Circular/Noti/Rule/Order
|
Section / Rule
|
Gist Of Circular
|
|
CIRCULAR
| ||||
|
1.
|
June 10, 2014
|
Non Requirement of PAN by foreign
director or subscriber
|
-
|
A Foreign National who shall be a
subscriber/promoter, and does not possess PAN shall submit a declaration in
the said regard as an attachment to Form INC-7
|
|
2.
|
June 11, 2014
|
Clarification for filling of form
INC-27 for conversion of Company from Public to Private
|
14(1)(2)
|
The corresponding provisions of
Companies Act, 1956shall remain in force till corresponding provisions of
Companies Act, 2013are notified. Power of Central Government will be vest
into the ROC.
|
|
3.
|
June 18, 2014
|
Clarifications with regard to
provisions of Corporate Social Responsibility.
|
135
|
Complete Circular No.
General Circular No. 21/2014
|
|
4.
|
June 25, 2014
|
Clarification with regard to
holding of shares in a fiduciary capacity by associate company
|
2(26)
|
Shares held by a company in
another company in a 'fiduciary
capacity' shall not be counted for
the purpose of determining the relationship of 'associate company'
under section 2(6) of the
Companies Act, 2013
|
|
5.
|
June 26, 2014
|
Clarification on applicability of
requirement for resident
Director.
|
149(3)
|
Companies incorporated after
30.9.2014 need to have the
resident director from the date of
incorporation itself
|
|
6.
|
June 27, 2014
|
Clarification with regards to us
of the words “Commodity Exchange” in a Company
|
Name
approval
|
Use of the word " Commodity
Exchange" may be allowed only where a "No Objection
Certificate" from the Forward Markets Commission is furnished by the
applicant
|
|
7.
|
July 9, 2014
|
Clarification On Form MGT-14
Through STP Mode
|
|
All cases except for change of
Name, change of object, resolution for further issue of capital and
conversion of companies will be STP Mode.
|
|
8.
|
July 17, 2014
|
Clarification on matter relating
to Related Party Transaction
|
188
|
No need of fresh approval for the
related Party transactions entered u/s 297 until the expiry of original term
of such contract.
|
|
9.
|
October 14, 2014
|
Refund of deposits under Section
160 of the Companies Act, 2013
|
8
|
The Board of directors of a
section 8 company is to decide as to whether the deposit made by or on behalf
of the person failing to secure more than twenty-five percent of the valid
votes is to be forfeited or refunded
|
|
10.
|
October 14, 2014
|
Clarification on matter relating
to Consolidated Financial Statement
|
|
In the CFS, the company would need
to give all disclosures relevant for CFS only.
|
|
11.
|
February 11, 2015
|
Extension of time for filing of
Notice of Appointment of Cost Auditor in Form CRA-2
|
|
Last date of filing of Form CM-2
without any penalty/late fee is hereby extended upto 31st March.2015
|
|
12.
|
March 3, 2015
|
Clarification relating to filing
of e-form DIR-I1 & DIR-12 under the
Companies Act, 2013-
|
|
The Registrar of Companies within
their respective jurisdictions are authorized, on request from the
stakeholders, and after due examination, to allow any one of the resigned
director who was an authorized signatory Director for the purpose of filing
DIR-12 only along with additional fees, as applicable and
subject to compliance of other
provisions of Companies Ac! 2013.
|
|
13.
|
March 10, 2015
|
Clarification with regard to loans
and advances to employees
|
185, 186
|
loans and/or advances made by the
companies to their employees, other
than the managing or whole time directors (which is governed by section 185)
are not governed by the requirements of section 186 of the Companies Act,
2013
Condition: if such loans/advances
to employees are in accordance with the conditions of service applicable to
employees and are also in accordance with the remuneration policy, in cases
where such policy is required to be formulated
|
|
14.
|
March 30, 2015
|
Clarification regarding
applicability of Companies (Acceptance of Deposits Rules, 20l4
|
74(2)
|
Amounts received by private
companies prior to 1st April,
2Ol4 shall not be treated as
'deposits' under the Companies Act,2013 and Companies (Acceptance of
Deposits) Rules, 2014 subject to the condition that
relevant private company shall
disclose, in the notes to its financial statement for the financial year
commencing on or after 1st April, 2014 the figure of such amounts and the
accounting head in which such amounts have been shown in the financial
statement.
Any renewal or acceptance of fresh
deposits on or after 1st April, 2014 shall, however, be in accordance with
the provisions of Companies Act, 20 13 and rules made there under
|
|
15.
|
April 9, 2015
|
Clarification under sub-Section
186(7)
|
186 (7)
|
It is hereby clarified that in
cases where the effective yield (effective rate of return) on tax free bonds
is greater than the prevailing yield of one year, three year, five year or
Ten year government Security closest to the tenor of the loan, there is
no violation of sub-section(7) of
section 186 of the Companies Act, 2013
|
|
16.
|
April 10, 2015
|
Remuneration to Managerial Person
under Schedule) II of the
Companies Act, 1956 -
,
|
Schedule- V
|
Remuneration paid by Listed
Companies and their subsidiaries without approval of Central Government in
excess of the limit of para II para (C) of such schedule in the managerial
personnel met the conditions specified therein.
It is clarified that a managerial
person referred above may continue to receive remuneration for his remaining
term in accordance with terms and conditions approved by company as per
relevant provisions of Schedule XIII of earlier Act even if the part of
his/her tenure falls after 1st April, 2014.
|
|
|
NOTIFICATION
| |||
|
17.
|
May 21, 2014
|
Delegation of power of DIN
|
153 & 154
|
The powers and functions of the Central
Government in respect of allotment of Director Identification Number under
Sections 153 and 154 of the said Act to the Regional Director, Joint
Director, Deputy Director or Assistant Director posted in the office of
Regional Director at Noida.
|
|
18.
|
July 25, 2014
|
Meaning of ‘such class of
companies” in Second Proviso of section 203(1)
|
203(1)
|
Public Company having paid-up
Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 100 crore
or more which are engaged in multiple businesses and have appointed CEO for
such business shall be class of
Companies in Second Proviso of section 203(1).
|
|
19.
|
August 6, 2014
|
In Schedule VII, after item (x),
the following item and entry shall be inserted, namely:-
|
Schedule VII
|
“(xi) slum area development
Explanation.— For the purposes of
this item, the term ‘slum area’ shall mean any area declared as such
by the Central Government or any
State Government or any other competent authority under any law
for the time being in force.”
|
|
20.
|
August 29, 2014
|
Amendment To Schedule II Of The
Said Act
|
Schedule II
|
In part ‘A’ in paragraph 3, for
sub-paragraph (i) the following sub-paragraph shall be substituted.
For paragraph 4 para substituted
|
|
21.
|
October 24, 2014
|
Amendments to Schedule VII of the
said
Act
(i)
In item (i)
(ii)
In item (iv),
|
Schedule VII
|
after the words “and sanitation”,
the words “including contribution to the Swatch Bharat Kosh set-up by the
Central Government for the promotion of sanitation” shall be inserted;
after the words “and water”, the
words “including contribution to the Clean Ganga Fund setup by the Central
Government for ejuvenation of river Ganga;” shall be inserted
|
|
22.
|
January 12, 2015
|
Authorization to officer for Issue
notice for Multiple DIN
|
155
|
The Central Government hereby
authorizes the following officers in the office of Regional Director
(Northern Region) at Noida for the purposes of filing complaint under section
159 of the said Act in respect of offences under section 155 of the said Act
|
|
23.
|
March 24, 2015
|
Adjudicating Officer
|
454
|
The Central Government hereby
appoints following Registrar of Companies as adjudicating officer for the
purposes of this Act in respect of jurisdictions indicated against each
Registrar
|
|
24.
|
March 31, 2015
|
Place of keeping and inspection of
registers, return etc.
|
94(5)
|
the Central Government hereby
delegate to the Regional
Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmadabad, Hyderabad and Shilling& the powers and
Functions vested under sub section (5) of section 94 of the Companies Act,
2013, subject to the condition that the Central Government may revoke such
delegation of powers or may itself
exercise the powers under the said sub-section, it in its opinion such a
course of action is necessary in the
Public interest.
|
|
|
RULES
| |||
|
25.
|
June 9, 2014
|
Companies (Appointment and
Remuneration of Managerial Personnel)
Amendment Rules, 2014
|
203(1)
|
Appointment
of Company Secretaries in companies not covered under rule 8:
A company other than a company
covered under rule 8 which has a paid up share capital of five crore rupees
or more shall have a whole-time company secretary
|
|
26.
|
June 12, 2014
|
**Companies (Meetings and Powers
of Board) Amendment Rules, 2014.
|
Section- 177, 178
Rule 6
|
Public
Companies covered under this
rule which were not required to constitute Audit Committee
under section 292A of the
Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee,
Nomination and remuneration Committee within one year from the commencement
of these rules or appointment of independent directors by them, whichever is
earlier
|
|
27.
|
June 12, 2014
|
Companies (Declaration and Payment
of Dividend) Amendment Rules 2014
|
Rule 3 sub rule 5
|
No company shall declare dividend
unless carried over previous losses and depreciation not provided in previous
year or years are set off against profit of the Company of the current year.
|
|
28.
|
June 18, 2014
|
**Companies (Share Capital and
Debentures) Amendment Rules, 2
|
Registered Valuer
|
Till a registered valuer is
appointed in accordance with the provisions of the Act, the valuation report
shall be made by an independent merchant banker who is registered with the
Securities and Exchange Board of India or an independent Chartered Accountant
in practice having a minimum experience of ten years.
The price of shares or other
securities to be issued on preferential basis shall not be less than the
price determined on the basis of valuation report of a registered valuer
|
|
29.
|
June 30, 2014
|
Companies (Prospectus and
Allotment of Securities) Amendment
Rules, 2014
|
Rule 14 sub- rule 2 (a)
|
in case of an offer or invitation
for non-convertible debentures referred to in the second proviso, made within
a period of six months from the date of commencement of these rules, the
special resolution referred to in the second proviso may be passed within the
said period of six months from the date of commencement of these rules
|
|
30.
|
August 14, 2014
|
(Meetings of Board and its Powers)
Second Amendment Rules, 2014
|
188
|
Provisions
of Transaction Limit of Relate Party Transaction have been changed.
|
|
31.
|
September 18, 2014
|
Companies (Appointment and
Qualification of
Directors) Amendment Rules, 2014
|
Rule – 6, 9
|
In case the name of a person does
not have a last name, then his or her father’s or grandfather’s surname shall
be mentioned in the last name along with the declaration in Form No. DIR-3A.
|
|
32.
|
October 14, 2014
|
Companies (Audit and Auditors)
Amendment Rules, 2014
|
143(3)(i)
Rule- 10A
| |
This message has been truncated.
May 22 at 8:21 PM
[Attachment(s) from Nitesh More moreassociate@gmail.com [ThaneCAs] included below]
CIRCULAR/NOTIFICATION/ORDER
PASSED
UNDER
COMPANIES ACT- 2013
"Everything is easy, if you are crazy about it And
Nothing is easy, when you are lazy about it."
|
S. NO.
|
Date of Circular
|
Title of Circular/Noti/Rule/Order
|
Section / Rule
|
Gist Of Circular
|
|
CIRCULAR
| ||||
|
1.
|
June 10, 2014
|
Non Requirement of PAN by foreign
director or subscriber
|
-
|
A Foreign National who shall be a
subscriber/promoter, and does not possess PAN shall submit a declaration in
the said regard as an attachment to Form INC-7
|
|
2.
|
June 11, 2014
|
Clarification for filling of form
INC-27 for conversion of Company from Public to Private
|
14(1)(2)
|
The corresponding provisions of
Companies Act, 1956shall remain in force till corresponding provisions of
Companies Act, 2013are notified. Power of Central Government will be vest
into the ROC.
|
|
3.
|
June 18, 2014
|
Clarifications with regard to
provisions of Corporate Social Responsibility.
|
135
|
Complete Circular No.
General Circular No. 21/2014
|
|
4.
|
June 25, 2014
|
Clarification with regard to
holding of shares in a fiduciary capacity by associate company
|
2(26)
|
Shares held by a company in
another company in a 'fiduciary
capacity' shall not be counted for
the purpose of determining the relationship of 'associate company'
under section 2(6) of the
Companies Act, 2013
|
|
5.
|
June 26, 2014
|
Clarification on applicability of
requirement for resident
Director.
|
149(3)
|
Companies incorporated after
30.9.2014 need to have the
resident director from the date of
incorporation itself
|
|
6.
|
June 27, 2014
|
Clarification with regards to us
of the words “Commodity Exchange” in a Company
|
Name
approval
|
Use of the word " Commodity
Exchange" may be allowed only where a "No Objection
Certificate" from the Forward Markets Commission is furnished by the
applicant
|
|
7.
|
July 9, 2014
|
Clarification On Form MGT-14
Through STP Mode
|
|
All cases except for change of
Name, change of object, resolution for further issue of capital and
conversion of companies will be STP Mode.
|
|
8.
|
July 17, 2014
|
Clarification on matter relating
to Related Party Transaction
|
188
|
No need of fresh approval for the
related Party transactions entered u/s 297 until the expiry of original term
of such contract.
|
|
9.
|
October 14, 2014
|
Refund of deposits under Section
160 of the Companies Act, 2013
|
8
|
The Board of directors of a
section 8 company is to decide as to whether the deposit made by or on behalf
of the person failing to secure more than twenty-five percent of the valid
votes is to be forfeited or refunded
|
|
10.
|
October 14, 2014
|
Clarification on matter relating
to Consolidated Financial Statement
|
|
In the CFS, the company would need
to give all disclosures relevant for CFS only.
|
|
11.
|
February 11, 2015
|
Extension of time for filing of
Notice of Appointment of Cost Auditor in Form CRA-2
|
|
Last date of filing of Form CM-2
without any penalty/late fee is hereby extended upto 31st March.2015
|
|
12.
|
March 3, 2015
|
Clarification relating to filing
of e-form DIR-I1 & DIR-12 under the
Companies Act, 2013-
|
|
The Registrar of Companies within
their respective jurisdictions are authorized, on request from the
stakeholders, and after due examination, to allow any one of the resigned
director who was an authorized signatory Director for the purpose of filing
DIR-12 only along with additional fees, as applicable and
subject to compliance of other
provisions of Companies Ac! 2013.
|
|
13.
|
March 10, 2015
|
Clarification with regard to loans
and advances to employees
|
185, 186
|
loans and/or advances made by the
companies to their employees, other
than the managing or whole time directors (which is governed by section 185)
are not governed by the requirements of section 186 of the Companies Act,
2013
Condition: if such loans/advances
to employees are in accordance with the conditions of service applicable to
employees and are also in accordance with the remuneration policy, in cases
where such policy is required to be formulated
|
|
14.
|
March 30, 2015
|
Clarification regarding
applicability of Companies (Acceptance of Deposits Rules, 20l4
|
74(2)
|
Amounts received by private
companies prior to 1st April,
2Ol4 shall not be treated as
'deposits' under the Companies Act,2013 and Companies (Acceptance of
Deposits) Rules, 2014 subject to the condition that
relevant private company shall
disclose, in the notes to its financial statement for the financial year
commencing on or after 1st April, 2014 the figure of such amounts and the
accounting head in which such amounts have been shown in the financial
statement.
Any renewal or acceptance of fresh
deposits on or after 1st April, 2014 shall, however, be in accordance with
the provisions of Companies Act, 20 13 and rules made there under
|
|
15.
|
April 9, 2015
|
Clarification under sub-Section
186(7)
|
186 (7)
|
It is hereby clarified that in
cases where the effective yield (effective rate of return) on tax free bonds
is greater than the prevailing yield of one year, three year, five year or
Ten year government Security closest to the tenor of the loan, there is
no violation of sub-section(7) of
section 186 of the Companies Act, 2013
|
|
16.
|
April 10, 2015
|
Remuneration to Managerial Person
under Schedule) II of the
Companies Act, 1956 -
,
|
Schedule- V
|
Remuneration paid by Listed
Companies and their subsidiaries without approval of Central Government in
excess of the limit of para II para (C) of such schedule in the managerial
personnel met the conditions specified therein.
It is clarified that a managerial
person referred above may continue to receive remuneration for his remaining
term in accordance with terms and conditions approved by company as per
relevant provisions of Schedule XIII of earlier Act even if the part of
his/her tenure falls after 1st April, 2014.
|
|
|
NOTIFICATION
| |||
|
17.
|
May 21, 2014
|
Delegation of power of DIN
|
153 & 154
|
The powers and functions of the Central
Government in respect of allotment of Director Identification Number under
Sections 153 and 154 of the said Act to the Regional Director, Joint
Director, Deputy Director or Assistant Director posted in the office of
Regional Director at Noida.
|
|
18.
|
July 25, 2014
|
Meaning of ‘such class of
companies” in Second Proviso of section 203(1)
|
203(1)
|
Public Company having paid-up
Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 100 crore
or more which are engaged in multiple businesses and have appointed CEO for
such business shall be class of
Companies in Second Proviso of section 203(1).
|
|
19.
|
August 6, 2014
|
In Schedule VII, after item (x),
the following item and entry shall be inserted, namely:-
|
Schedule VII
|
“(xi) slum area development
Explanation.— For the purposes of
this item, the term ‘slum area’ shall mean any area declared as such
by the Central Government or any
State Government or any other competent authority under any law
for the time being in force.”
|
|
20.
|
August 29, 2014
|
Amendment To Schedule II Of The
Said Act
|
Schedule II
|
In part ‘A’ in paragraph 3, for
sub-paragraph (i) the following sub-paragraph shall be substituted.
For paragraph 4 para substituted
|
|
21.
|
October 24, 2014
|
Amendments to Schedule VII of the
said
Act
(i)
In item (i)
(ii)
In item (iv),
|
Schedule VII
|
after the words “and sanitation”,
the words “including contribution to the Swatch Bharat Kosh set-up by the
Central Government for the promotion of sanitation” shall be inserted;
after the words “and water”, the
words “including contribution to the Clean Ganga Fund setup by the Central
Government for ejuvenation of river Ganga;” shall be inserted
|
|
22.
|
January 12, 2015
|
Authorization to officer for Issue
notice for Multiple DIN
|
155
|
The Central Government hereby
authorizes the following officers in the office of Regional Director
(Northern Region) at Noida for the purposes of filing complaint under section
159 of the said Act in respect of offences under section 155 of the said Act
|
|
23.
|
March 24, 2015
|
Adjudicating Officer
|
454
|
The Central Government hereby
appoints following Registrar of Companies as adjudicating officer for the
purposes of this Act in respect of jurisdictions indicated against each
Registrar
|
|
24.
|
March 31, 2015
|
Place of keeping and inspection of
registers, return etc.
|
94(5)
|
the Central Government hereby
delegate to the Regional
Directors at Mumbai, Kolkata,
Chennai, Noida, Ahmadabad, Hyderabad and Shilling& the powers and
Functions vested under sub section (5) of section 94 of the Companies Act,
2013, subject to the condition that the Central Government may revoke such
delegation of powers or may itself
exercise the powers under the said sub-section, it in its opinion such a
course of action is necessary in the
Public interest.
|
|
|
RULES
| |||
|
25.
|
June 9, 2014
|
Companies (Appointment and
Remuneration of Managerial Personnel)
Amendment Rules, 2014
|
203(1)
|
Appointment
of Company Secretaries in companies not covered under rule 8:
A company other than a company
covered under rule 8 which has a paid up share capital of five crore rupees
or more shall have a whole-time company secretary
|
|
26.
|
June 12, 2014
|
**Companies (Meetings and Powers
of Board) Amendment Rules, 2014.
|
Section- 177, 178
Rule 6
|
Public
Companies covered under this
rule which were not required to constitute Audit Committee
under section 292A of the
Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee,
Nomination and remuneration Committee within one year from the commencement
of these rules or appointment of independent directors by them, whichever is
earlier
|
|
27.
|
June 12, 2014
|
Companies (Declaration and Payment
of Dividend) Amendment Rules 2014
|
Rule 3 sub rule 5
|
No company shall declare dividend
unless carried over previous losses and depreciation not provided in previous
year or years are set off against profit of the Company of the current year.
|
|
28.
|
June 18, 2014
|
**Companies (Share Capital and
Debentures) Amendment Rules, 2
|
Registered Valuer
|
Till a registered valuer is
appointed in accordance with the provisions of the Act, the valuation report
shall be made by an independent merchant banker who is registered with the
Securities and Exchange Board of India or an independent Chartered Accountant
in practice having a minimum experience of ten years.
The price of shares or other
securities to be issued on preferential basis shall not be less than the
price determined on the basis of valuation report of a registered valuer
|
|
29.
|
June 30, 2014
|
Companies (Prospectus and
Allotment of Securities) Amendment
Rules, 2014
|
Rule 14 sub- rule 2 (a)
|
in case of an offer or invitation
for non-convertible debentures referred to in the second proviso, made within
a period of six months from the date of commencement of these rules, the
special resolution referred to in the second proviso may be passed within the
said period of six months from the date of commencement of these rules
|
|
30.
|
August 14, 2014
|
(Meetings of Board and its Powers)
Second Amendment Rules, 2014
|
188
|
Provisions
of Transaction Limit of Relate Party Transaction have been changed.
|
|
31.
|
September 18, 2014
|
Companies (Appointment and
Qualification of
Directors) Amendment Rules, 2014
|
Rule – 6, 9
|
In case the name of a person does
not have a last name, then his or her father’s or grandfather’s surname shall
be mentioned in the last name along with the declaration in Form No. DIR-3A.
|
|
32.
|
October 14, 2014
|
Companies (Audit and Auditors)
Amendment Rules, 2014
|
143(3)(i)
Rule- 10A
|
For the financial years commencing
on or after 1st April, 2015, the report of the auditor shall state about
existence of adequate internal financial controls system and its operating
effectiveness
Auditor of a company may voluntarily
include the statement referred to in this rule for the financial year
commencing on or after 1st April, 2014 and ending on or before 31st March,
2015
|
|
33.
|
October 14, 2014
|
Companies (Accounts) Amendment
Rules, 2014
|
Rule 6
|
Consolidation of financial
statement doesn’t allow for the financial year commencing from the 1st day of April, 2014 and ending on the
31st March, 2015
in
case of a company which does not have a subsidiary or subsidiaries but has
one or more associate companies or joint ventures or both, for the
consolidation of financial statement in respect of associate companies or
joint ventures or both
|
|
34.
|
December 21, 2014
|
Companies (Cost Records and Audit)
Rules, 2014
|
148
|
-Applicability of Cost Records.
-Applicability of Cost Audit
-Particular relating to the items
of
Costs to be included in the Books of
Accounts.
|
|
35.
|
January 16, 2015
|
Companies (Accounts) Amendment
Rules, 2015
|
128(1)
|
If Company want to maintain books
of accounts and other relevant papers on place other then registered office
in India, then the company will file within 7 days of decision taken by Board
of Director required to file form AOC-5 with ROC.
|
|
36.
|
January 19, 2015
|
Companies (Appointment and
Qualification of Directors) Amendment Rules, 2015
|
|
In case a company has already
filed Form DIR-12 with the Registrar under rule 15, a foreign director of
such company resigning from his office may authorize in writing a practicing
chartered accountant or cost accountant in practice or company secretary in
practice or any other resident director of the company to sign Form DIR-11
and file the same on his behalf intimating the reasons for the resignation
|
|
37.
|
February 24, 2015
|
Companies (Registration Offices
and Fees) Amendment Rules, 2015
|
|
Any further information or
documents called for, in respect of application or e-form or document, filed
electronically with the Ministry of Corporate Affairs shall be furnished in
Form No. GNL-4 as an addendum”
|
|
38.
|
March 18, 2015
|
Companies (Share Capital and
Debentures)
Amendment Rules, 2015
|
|
In the Companies (Share Capital
and Debenture) Rules, 2014 many rules substituted
|
|
39.
|
March 19, 2015
|
Companies (Management and
Administration) Amendment Rules. 2015
|
Rule 20
|
Amendment in Rules of “Voting Through Electronic Means”
|
|
40.
|
March 18, 2015
|
Companies (Meetings of Board and
its Powers)
Amendment Rules, 2015
|
Rule 8
|
Item
numbers (3)' (5),
(6)' (7), (8) and (9) and the entries relating thereto shall be
omitted
|
|
41.
|
March 31, 2015
|
Companies (Acceptance of Deposits)
Amendment Rules, 2015
|
Rules
|
Companies may accept deposits
without deposit insurance contract till the 31st March, 2016 or till the
availability of a deposit insurance product, whichever is earlier.
· Every
eligible company shall obtain, at least once in a year, credit rating for
deposits accepted by it in the manner specified herein below and a copy of
the rating shall be sent to the Registrar of companies along with the return
of deposits in Form DpT_3;
· if
a company receives any amount by way of subscriptions to any shares, stock,
bonds or debentures before the 1st April,2014 and disclosed in the
balance sheet for the financial year ending on or before the 31st March,2014 against which the allotment is
pending on the 31st arch,2015, the company shall, by the 1st June
2015, either return such amounts to the persons from whom these were
received or allot shares, stock, bonds or debentures or comply with these
rules."
|
|
42.
|
May 1, 2015
|
Companies (Incorporation)
Amendment Rules, 2015
|
Rules
|
Integrated Process of
Incorporation of Company by e-form 29.
Availment of PAN and TAN through
Form 7 or INC-29.
|
|
|
ORDER
| |||
|
43.
|
June 2, 2014
|
Companies (Removal of
Difficulties) Second Order, 2014
|
73(4)
|
The Company Law Board shall
exercise the jurisdiction, powers, authority and functions under subsection
(4) of Section 73 of the Companies Act, 2013.
(Until tribunal is constitute)
|
|
44.
|
June 2, 2014
|
Companies (Removal of
Difficulties) Third Order, 2014
|
2(41)
|
The Company Law Board shall
exercise the jurisdiction, powers, authority and functions under Clause 41 of
Section 2.
(Until tribunal is constitute)
(Different Financial Year for
Company or Body corporate, which is holding or Subsidiary of a company
incorporated outside India)
|
|
45.
|
June 6, 2014
|
Companies (Removal of
Difficulties) Fourth Order, 2014
|
74(2)
|
The Company Law Board shall
exercise the jurisdiction, powers, authority and functions under subsection
(2) of Section 74 of the Companies Act, 2013.
(Until tribunal is constitute)
|
|
46.
|
July 9, 2014
|
Companies (Removal of
Difficulties) Fifth Order, 2014
|
2(76)(v)
|
A public Company in which a
director or manager is a director [“and holds”] along with his relatives,
more than two percent of its paid-up share capital.
|
|
47.
|
July 24, 2014
|
Companies (Removal of
Difficulties) Sixth Order, 2014
|
2(76)(iv)
|
A private company in which a
director or manager [“or his relative”] is a member or director
|
|
48.
|
September 4, 2014
|
Companies (Removal of
Difficulties) Seventh Order, 2014
|
139(5)(7)
|
“In the case of a Government
company or any other company owned or controlled, directly or
indirectly, by the Central
Government, or by any State Government or Governments, or partly by the
Central Government and partly by one or more State Governments, the
Comptroller and Auditor- General of India shall appoint the auditor under
sub-section (5) or sub-section (7) of Section 139 and direct such auditor the
manner in which the accounts of the company are required to be audited and”.
|
DELEGATION OF POWERS TO REGIONAL
DIRECTOR:
Following powers are delegated to Regional
Director under Companies Act, 2013. Ministry by circular dated: 21st May,
2014 circular No. F. No. 1/6/2014-CL.-V.
|
S. No.
|
Sections
|
Particular of Section
|
|
|
1.
|
8(4)(i)
|
A Company registered
under this section shall not alter the provisions of its Memorandum or
Articles except with the previous approval of the Central Government.
|
Non- profit
organization
|
|
2.
|
8(6)
|
|
|
|
3.
|
13(4), (5)
|
Shifting of Register
office of Company from One State to another.
|
Registered Office
|
|
4.
|
16
|
Power of
Rectification of Name
|
Rectification of Name
|
|
5.
|
87
|
Condonation
of Delay of Creation, Modification and Satisfaction of Charge.
|
Rectification of
Charge
|
|
6.
|
111(3)
|
The Central
Government, by order, declares that the right conferred by this section is
being abused to secure needless publicity for defamatory matter.
|
Circulation of
member’s Resolution
|
|
7.
|
140(1)
|
Removal of Auditor by
Passing of Special Resolution
|
Removal of Auditor
|
|
8.
|
399(1)(i)
|
In relation to the
documents delivered to the registrar with a prospectus only during the 14
days begin inning with the date of publication of prospectus; and at other
times, only with the permission of the Regional Director.
|
Prospectus
|
|
9.
|
153 & 154
|
Allotment of Director
Identification Number
|
DIN
|
DELEGATION OF POWERS TO REGISTRAR OF COMPANIES:
Following powers are delegated to Regional
Director under Companies Act, 2013. Ministry by circular dated: 21st May,
2014 circular No. F. No. 1/6/2014-CL.-V.
|
S. No.
|
Sections
|
Particular of Section
|
|
|
1.
|
4(2)
|
The name stated in the
MOA shall not be such that its use by the Company in undesirable in the
opinion of the Central Government.
|
Memorandum
|
|
2.
|
8(1)
|
Permission
for Incorporation of Non Profitable Company
|
Non Profitable Company
|
|
3.
|
8(4)(i)
|
The Company shall not
Alter AOA except with the previous approval of the Central Government.
|
Alteration in AOA
|
|
4.
|
8(5)
|
Satisfaction of
Central Government for registration of company as Non Profitable company
|
Non Profitable Company
|
|
5.
|
13(2)
|
Name approval for Incorporation
and Name approval for Change of Name
|
Alteration in
Memorandum
|
(FEES ON APPLICATIONS AND PETITIONS):
In
the Company Law Board (Fees on Applications and Petitions) Rules, 1991, in the
Schedule, after serial number 33 the following shall be inserted, namely
|
“34
|
2(41)
of the Companies Act, 2013
|
Allowing any period other than April to March as financial year.
|
5,000
|
|
35
|
58 and 59 of the Companies Act, 2013
|
Rectification of register of members
|
500
|
|
36
|
73(4) of the Companies
Act, 2013 read
with
section 76
|
Directing the company
to pay the sum due or for
any loss or damage
incurred as a result of such non-payment.
|
100
|
|
37
|
74(2) of the Companies Act, 2013
|
Allow further time as
considered reasonable to the company to repay the deposit.
|
5,000
|
(CERTIFICATIO NOF EFORMS):
These
rules may be called the Companies (Registration Offices and Fees) Amendment
Rules, 2014. They shall come into force with effect from the 28th day of April,
2014.
|
PROVISIONS
|
FORM NO.
|
|
The following e-forms filed by companies, other than one person
companies and small companies, under sub-rule (1) of rule 9, shall be
pre-certified by the Chartered Accountant or the Company Secretary or as the
case may be the Cost Accountant, in whole-time practice, namely:-
|
INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT-
14,DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1, NDH-1,
NDH-2, NDH-3;
|
|
optional pre-certification by the Chartered Accountant or the Company
Secretary or as the case may be the Cost Accountant, in whole-time practice
|
GNL-1
|
|
Certification by Auditors of the company
|
DPT-3
|
|
Certification by a Company Secretary in whole-time practice
|
MGT-10
|
|
Certification by a Chartered Accountant in whole-time practice
|
AOC-4
|
|
This form shall be filed along with attestation of photograph, identity
proof and proof of residence of the applicant by the Chartered Accountant or
the Company Secretary or as the case may be the Cost Accountant, in
whole-time
practice
|
E-form DIR-3
|
