{"id":435,"date":"2015-11-02T07:25:58","date_gmt":"2015-11-02T07:25:58","guid":{"rendered":"http:\/\/caindelhiindia.com\/blog\/?p=435"},"modified":"2021-07-07T13:14:44","modified_gmt":"2021-07-07T13:14:44","slug":"companies-amendment-act-2015-amendments-at-a-glance-2","status":"publish","type":"post","link":"https:\/\/www.caindelhiindia.com\/blog\/companies-amendment-act-2015-amendments-at-a-glance-2\/","title":{"rendered":"COMPANIES (AMENDMENT) ACT 2015 \u2013 AMENDMENTS AT A GLANCE."},"content":{"rendered":"

COMPANIES (AMENDMENT) ACT 2015 \u2013 AMENDMENTS AT A GLANCE.<\/strong><\/p>\n

\u00a0\u00fc\u00a0\u00a0This Act shall come into force on 26th May, 2015<\/p>\n

\u00fc\u00a0\u00a0Details Of Amendment<\/span><\/strong>: The proposed amendments deal with\u00a0related party transactions, fraud reporting by auditors, public inspection of Board resolutions, responsibilities of audit committee, restrictions on bail, making common seal optional, requirement for minimum paid-up share capital, strength of benches for hearing winding up cases, jurisdiction of special courts to try offences).<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Sr. No.<\/strong><\/td>\nSECTION<\/strong><\/td>\nPREVIOUSLY<\/strong><\/td>\nNOW<\/strong><\/td>\n<\/tr>\n
1<\/strong><\/td>\n2(68)<\/td>\nPrivate Company required \u201cMinimum Paid up Share Capital of Rs 100,000\/-\u201c<\/td>\nNo requirement of Minimum Paid Up Capital.<\/td>\n<\/tr>\n
2<\/strong><\/td>\n2(71)<\/td>\nPublic Company required \u201cMinimum Paid up Share Capital of Rs 500,000\/-\u201c<\/td>\nNo requirement of Minimum Paid Up Capital.<\/td>\n<\/tr>\n
3<\/strong><\/td>\n9, 12 and 223<\/td>\nAffixation of Common Seal is Mandatory<\/td>\nUse of Common Seal is now optional. (Not Mandatory)<\/td>\n<\/tr>\n
4<\/strong><\/td>\n11<\/td>\nCommencement of Business<\/td>\nNo requirement of Commencement of Business Certificate.\u00a0Such section shall be omitted.<\/strong><\/td>\n<\/tr>\n
5<\/strong><\/td>\n22<\/td>\nExecution of Bills of Exchange<\/td>\nUse of Common Seal is now optional. (Not Mandatory). If company doesn\u2019t have common seal the authorization under sub section (2) of Section 22 shall be made\u00a0by two director or by a director and the Company Secretary<\/strong>, wherever the company has appointed a Company Secretary.<\/td>\n<\/tr>\n
6<\/strong><\/td>\n46<\/td>\nIssue of Share Certificate(46(1):<\/span><\/strong>\u00a0A share certificate issue under the common seal of Company (Clause substituted)<\/td>\nUse of Common Seal is\u00a0now optional<\/strong>. (Not Mandatory) If company doesn\u2019t have common seal then\u00a0signed by two Directors or by a director and Company secretary<\/strong>\u00a0(if any)<\/td>\n<\/tr>\n
7<\/strong><\/td>\n76A<\/td>\nThis was not in the Act.<\/td>\nNew Section 76A inserted<\/strong>\u00a0after Section 76 for punishment for deposits accepted in violation of the provisions of the said Act.(Bare Act language of Section 76A given at the end)<\/strong>.<\/td>\n<\/tr>\n
8<\/strong><\/td>\n117(3)(g)<\/td>\nPublic can inspect the form MGT-14 filed by the Companies as per section 179(3) for the Board Resolution.<\/td>\nPublic can\u2019t inspect<\/strong>\u00a0form MGT-14 filed for the purposes mentioned in section 179(3). MGT-14 (filed for the purpose of Section 179(3), Board Resolution) will not be available for public inspection on MCA portal.<\/td>\n<\/tr>\n
9<\/strong><\/td>\n123(1)<\/td>\nThis was not in the Act.<\/td>\nAfter the third proviso of 123(1), the following proviso is inserted.\u00a0Proviso:<\/span><\/strong>\u00a0No 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 for the current year.<\/td>\n<\/tr>\n
10<\/strong><\/td>\n124(6)<\/td>\n\u201cUnpaid or unclaimed dividend has been transferred under sub-section (5) Substituted<\/td>\n(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0for the words, brackets and figure \u201cunpaid or unclaimed dividend has been transferred under sub-section (5) shall also be\u201d, the words \u201cdividend has not been paid or claimed for seven consecutive years or more(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0after the proviso, the following explanation shall be inserted, namely:<\/strong>\u2014\u201cExplanation.\u2014 In case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund.<\/td>\n<\/tr>\n
11<\/strong><\/td>\n134(3)<\/td>\nNot Earlier in the Act.<\/td>\nAfter Clause \u201cc\u201d following clause (ca) is inserted: Details in respect of frauds reported by auditors under sub-section (12) of section 143\u00a0\u201cother than those which are reportable to the Central Government\u201d.<\/strong><\/td>\n<\/tr>\n
12<\/strong><\/td>\n143(12)<\/td>\nThe Act requires that if the auditor of a company has reason to believe that an offence of fraud has been committed against the company, by its employees, he must report the matter to the central government within a time period and in a manner prescribed<\/td>\nNotwithstanding anything contained in this section, if any auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees,\u00a0the auditor shall report the matter to the central government within such time and in such manner as may be prescribed<\/span>:Provided that in case of a\u00a0fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within<\/span>\u00a0such time and in such manner as may be prescribed:Provided further that the companies whose auditors have reported frauds under subsection 12 to the Audit Committee or the Board but not reported to the Central Government, shall disclosed details about\u00a0such frauds in the Board Report in such manner as may be prescribed.<\/span><\/td>\n<\/tr>\n
13<\/strong><\/td>\n117(4)(iv)<\/td>\nEvery Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia include (iv) approval or any subsequent modification of transaction of the Company with Related Party.<\/td>\nAfter 117(4)(iv)\u00a0following proviso added:<\/strong>Provided that the Audit Committee may make omnibus approval for related party transaction proposed to be entered into by the company subject to such conditions as may be prescribed\u201d.<\/td>\n<\/tr>\n
14<\/strong><\/td>\n185<\/td>\nNot Earlier in the Act. Bare Act Language of Section 185(1)(b): A company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loan an interest in charged at a rate not less than the bank rate declared by the RBI.<\/td>\nAfter clause (b) Sub Section (1) of Section 185\u00a0following clause and proviso added:<\/span><\/strong>(c) Any loan made by a Holding Company to its Wholly own Subsidiary Company or any guarantee given or security provided by a Holding Company in respect of any loan made to its wholly own subsidiary Company,(d) Any guarantee given or security provided by a Holding Company in respect of Loan made by any Bank or FINANCIAL institution to its subsidiary CompanyProvided that the loan made under clauses (c) and (d) are utilized by the subsidiary company for its principal business activity.<\/span><\/td>\n<\/tr>\n
15<\/strong><\/td>\n188(1)<\/td>\nEarlier Special Resolution was required. (As per the previous system, the companies with a paid up capital of Rs 10 crore or more were required to get shareholders\u2019 nod through a special resolution in case of related party transactions)<\/td>\nFor the word \u201cSpecial Resolution\u201d the word \u201cResolution\u201d is substituted under the Act.Now Ordinary resolution will work.<\/strong><\/td>\n<\/tr>\n
16<\/strong><\/td>\n188(1)<\/td>\nNot Earlier in the Act.<\/td>\nNot required to follow provision of Section 188. After the third proviso of Section 188(1)\u00a0the following proviso inserted:<\/span><\/strong>Provided also that that the requirement of passing the resolution under the first proviso shall not be applicable for transactions entered between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and have been placed before the shareholders for their approval.<\/td>\n<\/tr>\n
17<\/strong><\/td>\n212(6)<\/td>\nInvestigation into affairs of Company by Serious Fraud Investigation office. Here provided Bail restriction for many sections.<\/td>\nThe bail restrictions to apply only for offence relating to fraud u\/s 447<\/td>\n<\/tr>\n
18<\/strong><\/td>\n419(4)<\/td>\nIn Section 419(4) winding up was mentioned.<\/td>\nThe\u00a0word WINDING UP<\/strong>\u00a0shall be\u00a0omitted<\/strong>.<\/td>\n<\/tr>\n
19<\/strong><\/td>\n435<\/td>\nEstablishment of Special Courts Establishment of Special Courts. The Central Govt. may for the purpose of providing speedy (Trial of offences under this Act), established or designate as many Special Courts as may be necessary.<\/td>\nFor the Words \u201cTrial of Offences under This Act\u201d, The words \u201cTrial of offences punishable under this Act with imprisonment with 2 years or more\u201d is substituted<\/strong>.After Sub Clause (1) the\u00a0following proviso is inserted<\/span>:\u201cProvided that all other offences shall be tried, as the case may be by a metropolitan Magistrate or a Judicial Magistrate of the first class having jurisdiction to try any offence under this Act or under any pervious Company Law.<\/td>\n<\/tr>\n
20<\/strong><\/td>\n436<\/td>\nOffence exercised by special courts Section 436(1)(a)<\/td>\nFor the words \u201call offences under this Act\u201d, the words, brackets and figures \u201call offences specified under sub-section (1) of section 435\u2033 shall be substituted\u00a0Section 435(1) given below<\/span><\/strong>.<\/td>\n<\/tr>\n
21<\/strong><\/td>\n462<\/td>\nSubsection (2,3 and 4 of Section 462) shall be substituted.<\/td>\nSubstituted language of Section 462(2),(3) and (4) given below.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
    \n
  1. \u201c76A. Punishment for contravention of section 73 or section 76:<\/span><\/strong><\/li>\n<\/ol>\n

    Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the matter or the conditions prescribed under section 73 or section 76 or rules made there under or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made there under or such further time as may be allowed by the Tribunal under Section 73,-<\/p>\n

    (a) The company shall, in addition to the payment of the amount t of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and<\/p>\n

    (b) Every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both.<\/p>\n

    Provided that if it is proved that the officer of the company who is in default, has contravened such provisions Knowingly or willfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.\u201d<\/p>\n

      \n
    1. \u201c435 (1). Establishment of Special Courts.<\/span><\/strong><\/li>\n<\/ol>\n

      The Central Govt. may for the purpose of providing speedy (Trial of offences punishable under this Act with imprisonment with 2 years or more\u201d is substituted), established or designate as many Special Courts as may be necessary.<\/p>\n

      \u00a0\u201cProvided that all other offences shall be tried, as the case may be by a metropolitan Magistrate or a Judicial Magistrate of the first class having jurisdiction to try any offence under this Act or under any pervious Company Law.\u201c<\/p>\n

        \n
      1. 462: Power to exempt class or classes of companies from provisions of this Act:<\/span><\/strong><\/li>\n<\/ol>\n

        (2) A copy of every notification proposed to be issued under sub-section(1), shall be laid in draft before each House of Parliament, while it is in session, for a total period of 30 days, and if, both Houses agree in disapproving the issue of notification or both Houses agree in making any modification in the notification, the notification shall not be issued or, as the case may be, shall be issued only in such modified from as may be agreed upon by both the Houses.<\/p>\n

        (3) In reckoning any such period of 30 days as is referred to in sub-section (2), no account shall be taken of any period during which the House referred to in sub-section(2) is prorogued or adjourned for more than for consecutive days.<\/p>\n

        (4) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament.<\/p>\n

        The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; Hope the information will assist you in your Professional\u00a0endeavors. For query or help, contact:info@caindelhiindia.com<\/a>\u00a0or call at\u00a0011-23343333<\/p>\n","protected":false},"excerpt":{"rendered":"

        COMPANIES (AMENDMENT) ACT 2015 \u2013 AMENDMENTS AT A GLANCE. \u00a0\u00fc\u00a0\u00a0This Act shall come into force on 26th May, 2015 \u00fc\u00a0\u00a0Details Of Amendment: The proposed amendments deal with\u00a0related party transactions, fraud reporting by auditors, public inspection of Board resolutions, responsibilities of audit committee, restrictions on bail, making common seal optional, requirement for minimum paid-up share capital, …<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_mi_skip_tracking":false,"_monsterinsights_sitenote_active":false,"_monsterinsights_sitenote_note":"","_monsterinsights_sitenote_category":0,"footnotes":""},"categories":[647,1],"tags":[566,501,572,545,561,541,537,562,560,538],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/posts\/435"}],"collection":[{"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/comments?post=435"}],"version-history":[{"count":3,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/posts\/435\/revisions"}],"predecessor-version":[{"id":2294,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/posts\/435\/revisions\/2294"}],"wp:attachment":[{"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/media?parent=435"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/categories?post=435"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.caindelhiindia.com\/blog\/wp-json\/wp\/v2\/tags?post=435"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}