01 June 2015

MCA Notifications

MCA has released notification dated 29th May,2015 notifying the said date as the effective date of provisions of Section 1 to 12 and  15 to 23 of the Companies (Amendment) Act, 2015. All sections of the amendment act have been made effective w.e.f. 29th May, 2015 except the sections relating to Section 143 (related to 'fraud') and 177 (related to omnibus approval by audit committee) of Companies Act, 2013.
 
Five Related amendment Rules have also been released today in Companies (Registration Offices and Fees) Rules, Companies (Registration of Charges) Rules, Companies (Declaration and Payment of Dividend) Rules, Companies (Incorporation) Rules and Companies (Share Capital and Debentures) Rules.
 
Highlights of each of the Amendment Rules are as under:
 
1. Companies (Incorporation) Second Amendment Rules, 2015 – The Incorporation Rules have also been amended by inserting a new proviso in rules 12 pursuant to which if pursuing of any objects require any Sectoral regulator's approval such as RBI, SEBI etc. then the registration or approval shall be required before pursuing the said objects and a declaration shall be required to be submitted in that behalf. This resolves a long pending confusion as to whether the RoC would require sectoral regulator's approval before approving the application for incorporation of a company. The format of license and MoA of a section 8 company is also amended in the new amendment.
2. Companies (Declaration and Payment of Dividend) Second Amendment Rules, 2015 – Sub Rule 5 of Rule 3 mandatorily requiring the setting off previous losses & depreciation not provided in previous year or years against the profits of the current year before declaration of dividend has been done away and the said sub rule has been omitted by the said amendment Rules.  
3. Companies (Registration of Charges) Amendment Rules, 2015 – In sub rule 4 of Rule 3 relating to verification of instrument / deed consisting of property situated outside India the mandatory requirement of affixation of seal of the company has been done away and now the same has been made optional.
4. Companies (Registration Offices and Fees) Second Amendment Rules, 2015 – The Board Resolutions passed pursuant to section 179(3) and requiring filing with MCA pursuant to section 117(3)(g) would now neither be available for public inspection nor certified copies would be issued by RoC of such BRs filed by cos.
5. Companies (Share Capital and Debentures) Second Amendment Rules, 2015 – In Sub rule 3 of Rule 5 relating to Certification of Share Certificate the mandatory requirement of affixation of seal of the company has been done away and now the same has been made optional. Further issue of Share Certificate would require signatures of atleast 2 directors authorised by Board OR by any one director as authorised by the Board and mandatorily by the Company Secretary of the Company.

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