1. Amendment to Schedule VII of the Companies Act, 2013 pertaining to Activities to be undertaken under Corporate Social Responsibility.
The Ministry of Corporate affairs has vide Notification dated 24th October 2014 made the following amendment to the said Schedule:
(i) In item (i) after the words “and sanitation” the words “including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation” is inserted
(ii) In item (iv) after the words ”and water” the words including contribution to the Clean Ganga Fund set up by the Central Govt. for the rejuvenation of river Ganga “ is inserted.
2. Amendment to Companies ( Accounts) Rules 2014
The Ministry of Corporate Affairs has on 14th October 2014 issued a notification to amend the Companies (Accounts) Rules 2014, whereby:
The following proviso is inserted after the existing proviso ” Provided further that nothing in this rule shall apply in respect of the preparation of Consolidated Financial statement by an wholly-owned subsidiary, other than a wholly owned subsidiary whose immediate parent is a Company incorporated outside India.
Provided also that nothing contained in this rule shall, subject to any other law or regulation, apply 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, as the case may be.”
3. Clarification on matters relating to the Companies ( Cost Records and Audit ) Rules 2014.
The Ministry of Corporate Affairs has vide General Circular No. 42/2014 dated 12th November 2014 made clarification about Rules 5(1) and 6(2) of the Companies (Cost records and Audit) Rules 2014 pertaining to the maintenance of cost records and filing of the notice of appointment of Cost Auditor in Form CRA-2 since there has been a delay in the availability of the said form. The date of filing of the CRA-2 without penalty/late fee has been extended to 31st January 2015. Further, it is clarified that Companies that have filed the Form 23C for the year 2014-15, need not file the fresh CRA 2 for the financial year 2014-15.
4. Issue of Foreign Currency Convertible Bonds (FCCBs and Foreign Currency Bonds (FCBs) – Clarifications regarding applicability of provisions of Chapter III of the Companies Act, 2013
The Ministry of Corporate Affairs has issued clarifications vide Circular No. 43/2014 dated 13th November,2e 2014, for applicability of provisions of Chapter III of the Companies Act, 2013 (Act) to the issue of Foreign Currency Convertible Bonds (FCCBs) and Foreign Currency Bonds (FCBs) by Indian companies exclusively to persons resident outside India in accordance with applicable sectoral regulatory provisions, in consultation with Ministry of Finance and SEBI.
The issue of FCCBs and FCBs by companies is regulated by the Ministry of Finance’s regulations contained in Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism) Scheme, 1993 (Scheme) and Reserve Bank of India through its various directions/regulations. It is, accordingly, clarified that unless otherwise provided in the said Scheme or the directions/regulations issued by Reserve Bank of lndia, provisions of Chapter III of the Act shall not apply to an issue of a FCCB or FCB made exclusively to persons resident outside India in accordance with the above mentioned regulations.
5. Extension for Company Law Settlement Scheme 2014
The Ministry of Corporate Affairs has issued clarifications vide General Circular No. 44/2014, Dated: 14.11.2014, that it has further extended the COMPANY LAW SETTLEMENT SCHEME, 2014 (CLSS-2014) upto 31st December, 2014.
The Ministry has vide General Circular No. 41/2014, issued clarification u/s. 164(2) of the Companies Act 2013. It has clarified that disqualification of Directors pursuant to Clause 164(2) (a) of the Companies Act, 2013 will be applicable for only prospective defaults in case of Companies who have filed Balance Sheets and Annual Returns on or after 01.04.2014 but before the CLSS -2014 came into force i.e., 15.08.2014
6. Extension of time for holding Annual General Meeting (AGM) u/s. 96(1) of the Companies Act, 2013 – Companies registered in State of Jammu and Kashmir.
The Ministry of Corporate Affairs has issued clarifications vide Circular No. 45/2014 dated 18th November 2014, that in view of the exceptional circumstances, advised the Registrar of Companies Jammu & Kashmir to exercise the powers conferred on him under third proviso to section 96(1) of Companies Act 2013 to grant extension of time upto 31st December 2014 to those companies registered in the state of Jammu and Kashmir who could not hold their AGM’s (other than the first AGM0 within the stipulated time.
7. Right of persons other than retiring directors to stand for directorship – Refund of deposit u/s. 160 of the Companies Act, 2013 in certain cases.
The Ministry of Corporate Affairs has vide General Circular No. 38/2014, dated 14th October 2014 issued the clarification that for Companies registered u/s. 8 of the Companies Act, 2013 (corresponding to section 25 of Companies Act, 1956), the manner in which the amount of deposit of Rs. 1 lakh received by them under sub-section (1) of section 160 of the Companies Act, 2013 (Act) is to be handled if the depositor fails to secure more than 25 % of the total valid votes. Since the law is silent in the matter, 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 25 % of the valid votes is to be forfeited or refunded
8. Amendment to the Companies( Audit and Auditors) Rules, 2014
The Ministry of Corporate Affairs has vide Notification dated 14th October 2014 amended the Companies (Audit and Auditors) Rules, 2014, by inserting after Rule 10, the following
“10A. For the purposes of Clause (i) of sub-section (3) of section 143, 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: Provided that 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.”
9. Clarification on matters relating to Consolidated Financial Statement.
The Ministry of Corporate Affairs has vide General Circular No. 39/2014 dated 14th October 2014 issued clarification on matters relating to manner of presentation of notes in Consolidated Financial Statements to be prepared under Schedule III to the Companies Act, 2013 (Act). It is clarified that Schedule III to the Act read with the applicable Accounting Standards does not envisage that a company while preparing its CFS merely repeats the disclosures made by it under stand-alone accounts being consolidated. In the CFS, the company would need to give all disclosures relevant for CFS only.
10. Change of Forms
E-form DIR-3C, replacing e-form DIN-3 has been introduced by MCA for filing. This form is for intimating DIN of Directors to ROCs. Some of the companies were facing issues in filing of the forms due to non-availability of signatory details of the Directors in MCA portal. In this regard, Companies which do not have any of their Directors/Signatory details registered in the MCA21 system and who are desirous of filing DIR-3 Form are advised to get atleast one authorised signatory registered by contacting the concerned Registrar of Companies. ROCs have been requested by the MCA to allow entry of details from their offices also.
b) Form ADT-1 (Information to the Registrar by Company for appointment of Auditor, erstwhile Form 23B) is available for filing w.e.f 20th Oct 2014. ADT-1 should not be filed as attachment to Form GNL-2.
11. Amendment to Company Law board (Fees on Applications and Petitions) Rules, 1991
In exercise of the powers conferred by section 642 read with sub-section (2) of section 637A of the Companies Act, 1956 (1 of 1956) and the removal of difficulty Orders issued by the Central Government u/s. 470 of the Companies Act, 2013, the Central Government has vide notifica- tion dated 3rd November 2014 amended the Company Law Board (Fees on Applications and Petitions) Rules, 1991 whereby 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
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Allowing
any period other than April to March as financial year.
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5,000
|
|
35
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58 and 59 of the
Companies Act, 2013
|
|
|
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36
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73(4) of the
Companies Act, 2013 read with
section 76
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Rectification of register
of
members
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500
|
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37
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74(2) of the
Companies Act, 2013
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Directing
the company to pay the sum due or for any loss or damage incurred as a result
of such non-payment.
|
100
|
|
|
74(2) of the
Companies Act, 2013
|
Allow
further time as considered reasonable to the company to repay the deposit.
|
5,000
|
12. Companies (Central government’s) general Rules and Forms Amendment Rules, 2014
The Ministry of Corporate Affairs has vide Notification dated 7th November, 2014 made an amendment to the Companies (Central Government’s) General Rules and cations and Petitions) Rules, 1991, in the Schedule, after serial number 33 the following shall be inserted, namely:
Forms, 1956, whereby in Rule 12A, for the brackets and words “(Accounts) in the Department of Company Affairs”, the words “in the Ministry of Corporate Affairs” are substituted.
