Company AMendment Act - 2015 - Series - 82

DIVESH GOYAL
Practicing Company Secretary

GOYAL DIVESH& ASSOCIATES
Mob: +918130757966
csdiveshgoyal@gmail.com
THE COMPANIES (AMENDMENT) ACT, 2015

SERIES NO
82
GOYAL DIVESH & ASSOCIATES,

New Delhi: The RAJYA SABHA on 13th May 2015 passed the Companies
(Amendment) Bill, 2014, which provides for severe punishment for those raising
illegal deposits from the public.
The LOK SABHA in 2014 passed the Companies (Amendment) Bill, 2014, after
Corporate Affairs Minister Arun Jaitley told the house that some of the original
provisions were only posing hurdles to doing business in the country.
The Companies (Amendment) Bill received the assent of the President on the 25th
May, 2015 and published in official Gazette of India on 26th May, 2015 and became
THE COMPANIES (AMENDMENT) ACT, 2015.
Provisions of Point 1 to 12 and 15 to 23 shall come into force from 29thg

May, 2015.
The proposed amendments deal with related 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.
The Cabinet, chaired by Prime Minister Narendra Modi, had approved the 23
proposed changes in various provisions of the new Companies Act, 2013, which came
into force with effect from April 1, 2014.
Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions
DIVESH GOYAL
Mob: +918130757966

SECTION
EARLIER PROVISION
Private Company required
Minimum Paid up Share
Capital of Rs 100,000/-
Public Company required
Minimum Paid up Share
Capital of Rs 500,000/-
Affixation of Common Seal
is Mandatory
PROVISIONS AFTER AMENDMENT

No requirement of Minimum Paid Up
Capital.
11
Commencement of Business
No requirement of Commencement of
Business Certificate.
Such section shall be omitted.
22
Execution
Exchange
Use of Common Seal is now optional. (Not

Mandatory)
2 (68)
2 (71)
9, 12 and
223
of
Bills
of
46
Issue of Share Certificate
76A
(46(1): A share certificate

issue under the common seal
of Company
{Clause substituted)
This was not in the Act.
117(3)(g)
Public can inspect the form

MGT-14
filed
by
the
Companies as per section
179(3)
for
the
Board
Resolution.
No requirement of Minimum Paid Up

Capital.
Mandatory)
If company doesnt have common seal the

authorization under sub section (2) of
Section 22 shall be made by two director or
by a director and the Company Secretary,
wherever the company has appointed a
Company Secretary.
Mandatory)
If company doesnt have common seal then
signed by two Directors or by a director and
Company secretary (if any)
New Section 76A inserted after 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)
Public cant inspects form MGT-14 filed for
the purposes mention in section 179(3).
{MGT-14 (filed for purpose of Section 179(3),
Board Resolution) will not available for
DIVESH GOYAL
Mob: +918130757966
public inspection on MCA portal.}
123(1)
This was not in the Act.
After the third proviso of 123(1), the

following proviso is inserted.
Proviso, 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 for the current year.
124(6)
Unpaid or unclaimed
dividend has been transferred
under sub-section (5)
Substituted
(i) for the words, brackets and figure unpaid

or unclaimed dividend has been transferred
under sub-section (5) shall also be, the
words dividend has not been paid or
claimed for seven consecutive years or more
(ii) after the proviso, the following
explanation shall be inserted, namely:
134(3)
143(12)
Not Earlier in the Act.
The 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
Explanation. 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..
After Clause c following clause (ca) is
inserted:
Details in respect of frauds reported by
auditors under sub-section (12) of section 143
other
other than those which are reportable to the
Central Government
Notwithstanding 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, the auditor shall report the
matter to the central government within
such time and in such manner as may be
prescribed:
DIVESH GOYAL
Mob: +918130757966
Provided that in case of a fraud 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 such time
and in such manner as may be prescribed:
117(4)(iv)
185
Every 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
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.
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
such frauds in the Board Report in such
manner as may be prescribed.
After 117(4)(iv) following proviso added:
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
After clause (b) Sub Section (1) of Section

185 following clause and proviso added:
(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 Company
Provided that the loan made under clauses
(c) and (d) are utilized by the subsidiary
company for its principal business activity.
DIVESH GOYAL
Mob: +918130757966
188(1)
Earlier Special Resolution was

required. If company cross
the threshold limit.)
For the word Special Resolution the word

Resolution is substituted under the Act.
Now Ordinary resolution will work.
188(1)
Not required to follow provision of Section

188. After the third proviso of Section 188(1)
the following proviso inserted:
212(6)
419(4)
435
436
Investigation into affairs of

Company by Serious Fraud
Investigation office
Here provided Bail restriction
for many sections.
In Section 419(4) winding up
was mentioned
Establishment 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.
Offence Triable by special

courts Section 436(1)(a)
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
The bail restrictions to apply only for
offence relating to fraud u/s 447;
The word WINDING UP shall be omitted.

For the Words Trial of Offences under
This
Act,
The
words
Trial of offences punishable under this Act

with imprisonment with 2 years or more is
substituted.
After Sub Clause (1) the following proviso is
inserted:
Provided 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.
For the words "all offences under this Act",
the words, brackets and figures "all offences
specified under sub-section (1) of section 435"
shall be substituted
DIVESH GOYAL
Mob: +918130757966

Subsection {2,3 and 4 of

Section
462)
shall
be
substituted.
462
Section 435(1) given below.

Substituted language of Section 462(2),(3)
and (4) given below.
76A. Punishment for contravention of section 73 or section 76:

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,(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
(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.
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.
435 (1). Establishment of Special Courts.
The Central Govt. may for the purpose of providing speedy (Trial of offences punishable under
this Act with imprisonment with 2 years or more is substituted), established or designate as
many Special Courts as may be necessary.
DIVESH GOYAL
Mob: +918130757966
Provided 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.
462: Power to exempt class or classes of companies from provisions of this Act:
(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.
(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.
(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:.

Company AMendment Act - 2015 - Series - 82

Uploaded by

Copyright:

Available Formats

You might also like

Company AMendment Act - 2015 - Series - 82

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Company AMendment Act - 2015 - Series - 82

Uploaded by

Copyright:

Available Formats

DIVESH GOYAL

Practicing Company Secretary

THE COMPANIES (AMENDMENT) ACT, 2015

GOYAL DIVESH & ASSOCIATES,

Provisions of Point 1 to 12 and 15 to 23 shall come into force from 29thg

Practicing Company Secretary

PROVISIONS AFTER AMENDMENT

Use of Common Seal is now optional. (Not

Issue of Share Certificate

(46(1): A share certificate

Public can inspect the form

No requirement of Minimum Paid Up

If company doesnt have common seal the

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

public inspection on MCA portal.}

This was not in the Act.

After the third proviso of 123(1), the

(i) for the words, brackets and figure unpaid

Not Earlier in the Act.

The Act requires that if the

Explanation. In case any dividend is paid

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

Provided that in case of a fraud involving

Every Audit Committee shall

Provided further that the companies whose

After clause (b) Sub Section (1) of Section

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

Earlier Special Resolution was

For the word Special Resolution the word

Not Earlier in the Act.

Not required to follow provision of Section

Investigation into affairs of

Offence Triable by special

Provided also that that the requirement of

The word WINDING UP shall be omitted.

Trial of offences punishable under this Act

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

Practicing Company Secretary

Subsection {2,3 and 4 of

Section 435(1) given below.

76A. Punishment for contravention of section 73 or section 76:

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

Contact On csdiveshgoyal@gmail.com For Any Query Or Question Or Suggestions

You might also like