Companies(Appointment and Qualification of Directors) Amendment Rules, 2017

The Amendment Rules shall come into force from the date of publication of this notification in the Official Gazette i.e. 5th July, 2017.

As per the Notification, amendment is made in Rule 4 of Companies(Appointment and Qualification of Directors) Rules, 2014. The earlier Rule 4 shall be numbered as sub rule(1) and after sub-rule (1) as so renumbered, the following sub-rule shall be inserted namely:-

The following classes of unlisted public company shall not be covered under sub-rule (1), namely:-

(a) a joint venture;

(b) a wholly owned subsidiary; and

(c) a dormant company as defined under section 455 of the Act

Through this notification, exemptions have been granted to certain classes of companies from appointment of Independent Director on the Board of the Company.

Further, In the principal rules, in the Annexure, for Physical Form DIR-5 (Application for surrender of Director Identification Number) an e-form DIR-5 shall be substituted.

Rule 4 of Companies(Appointment and Qualification of Directors) Rules, 2014 after Amendment:

Rule 4: Number of Independent Directors

(1) The following class or classes of companies shall have at least two directors as        independent directors

  1. the Public Companies having paid up share capital of ten Crore rupees or more; or
  2. the Public Companies having turnover of one hundred Crore rupees or more; or
  3. the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty Crore rupees:

Provided that in case a company covered under this rule is required to appoint a higher number of independent directors due to composition of its audit committee, such higher number of independent directors shall be applicable to it:

Provided further that any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later:

Provided also that where a company ceases to fulfil any of three conditions laid down in sub-rule (1) for three consecutive years, it shall not be required to comply with these provisions until such time as it meets any of such conditions;

Explanation. – For the purposes of this rule, it is here by clarified that, the paid up share capital or turnover or outstanding loans, debentures and deposits, as the case may be, as existing on the last date of latest audited financial statements shall be taken into account:

Provided that a company belonging to any class of companies for which a higher number of independent directors has been specified in the law for the time being in force shall comply with the requirements specified in such law.

(2) The following classes of unlisted public company shall not be covered under sub-rule (1), namely:-

  (a) A joint venture;

(b) A wholly owned subsidiary; and

(c) A dormant company as defined under section 455 of the Act.

For Detailed Analysis Please watch my YouTube Video on this Topic at: https://youtu.be/yl1ljtr1RHI 

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The blog is based on author’s personal views and the author does not take any responsibility of the same.

Companies (Audit and Auditors) Second Amendment Rules, 2017

Following rules are made by the Central Government to further amend the Companies (Audit and Auditors) Rules, 2014, namely:—

In Rule 5, clause (b) of the Companies (Audit and Auditors) Rules, 2014 the word “twenty”, will be replaced by the word “fifty”.

This notification shall come into effect on the date of their publication in the Official Gazette. (i.e w.e.f. 22nd June, 2017.)

It implies that;

From now on, the provisions of section 139(2) of the Companies Act, 2013 i.e. [related to Rotation of auditor] shall be applicable on all Private Companies having paid up share capital of Rupees Fifty Crore or more instead of Rupees Twenty Crores or more.

All other class of Companies as mentioned in Rule 5 of the Companies (Audit and Auditors) Rules, 2014 shall remain the same.

For more details:

Refer http://egazette.nic.in/WriteReadData/2017/176824.pdf

Withdrawal of Circular on “TRANSFER OF SHARES TO IEPF AUTHORITY” by MCA

Ministry of Corporate Affairs (MCA) has withdrawn General circular No. 3/2017 dated 27.04.2017 regarding “Transfer of shares to IEPF Authority” vide General Circular No.05/2017 dated 16.05.2017.

 

For Detailed information: http://www.mca.gov.in/Ministry/pdf/Circular_16052017.pdf

 

 

 

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The author of this blog does not take any responsibility of the same.

AMENDMENT TO SCHEDULE III OF THE COMPANIES ACT, 2013

Ministry of Corporate Affairs has carried out further amendments to Schedule III of the Companies Act, 2013 with effect from the date of publication of this notification in the Official Gazette.

In Companies Act, 2013, in Schedule III, in Division I, in Part I under the heading “General instructions for preparation of Balance Sheet” in paragraph 6 a new clause has been inserted which requires every company to disclose the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 as prescribed in Table given there.

For Detailed Information: http://mca.gov.in/Ministry/pdf/AmendmentinScheduleIII_Notification31032017.pdf

 

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The author of this blog does not take any responsibility of the same.

​THE COMPANIES (AUDIT AND AUDITORS) AMENDMENT RULES, 2017

MCA has notified the Companies (Audit and Auditors) Amendment Rules, 2017 which shall come into force on the date of their publication in the Official Gazette i.e. 30-03-2017.

The amendment are being made to put additional responsibility on the shoulders of the Statutory Auditors to check, report and provide requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016.

For Detailed Information:

http://mca.gov.in/Ministry/pdf/ScannedCompaniesAuditandAuditorsRules_31032017.pdf

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The author of this blog does not take any responsibility of the same.

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) (Amendment) Rules, 2017

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) (Amendment) Rules, 2017 has been notified to amend the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. These Amendment Rules shall come into force from the 28th February, 2017.  [F.No.05/23/2016-IEPF][28th February 2017].

For details, refer the links below:

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) (Amendment) Rules, 2017 http://www.iepf.gov.in/IEPF/pdf/IEPF_Refund_Amendment_Rules_03032017.pdf

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,- http://www.mca.gov.in/Ministry/pdf/Rules_06092016.pdf

  

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The author of this blog does not take any responsibility of the same.

Companies (Transfer of Pending Proceedings) Amendment Rules, 2017

The Companies (Transfer of Pending Proceedings) Amendment Rules, 2017 has been notified further to amend the Companies (Transfer of Pending Proceedings) Rules, 2016. These Amendment Rules shall come into force on the date of their publication in the Official Gazette. [F. No. 1/5/2016-CL-V – Dated 28-2-2017]

The Amendment provides that:

In the proviso of Sub-Rule (1) of Rule 5 of the Companies (Transfer of Pending Proceedings) Rules, 2016, the words “six months” shall be substituted in place of the words “sixty days”.

It implies that:

The Petitions relating to winding up on the ground of inability to pay debts, pending before a High Court, where the petition have not been served to the concerned respondent, shall be transferred to the Benches of the NCLT in accordance with their territorial jurisdiction. However, the concerned petitioner shall be required to submit the requisite information; including details of the proposed insolvency professional, within 6 months (instead of 60 days) of the Notification, failing which, the petition would abate.

The Companies (Transfer of Pending Proceedings) Amendment Rules, 2017- http://www.mca.gov.in/Ministry/pdf/CoTransferofProcedingsAmdtRules_01032017.pdf

The Companies (Transfer of Pending Proceedings) Rules, 2016-http://www.mca.gov.in/Ministry/pdf/CompaniesTransferofPending_08122016.pdf

 

Disclaimer: The entire content of this document have been prepared as per the information existing at the time of the preparation. The author of this blog does not take any responsibility of the same.