Circular/Notification/Order Passed Under Companies Act- 2013

Sr. NO. Date of Circular Title of Circular/Notification/Rule/Order Section / Rule Gist Of Circular
CIRCULAR
1. June 10, 2014 Non Requirement of PAN by foreign director or subscriber A Foreign National who shall be a subscriber/promoter, and does not possess PAN shall submit a declaration in the said regard as an attachment to Form INC-7
2. June 11, 2014 Clarification for filling of form INC-27 for conversion of Company from Public to Private 14(1)(2) The corresponding provisions of Companies Act, 1956shall remain in force till corresponding provisions of Companies Act, 2013 are notified. Power of Central Government will be vest into the ROC.
3. June 18, 2014 Clarifications with regard to provisions of Corporate Social Responsibility. 135 General Circular No. 21/2014
4. June 25, 2014 Clarification with regard to holding of shares in a fiduciary capacity by associate company 2(26) Shares held by a company in another company in a ‘fiduciary capacity’ shall not be counted for the purpose of determining the relationship of ‘associate company’ under section 2(6) of the Companies Act, 2013
5. June 26, 2014 Clarification on applicability of requirement for resident Director. 149(3) Companies incorporated after 30.9.2014 need to have the resident director from the date of incorporation itself
6. June 27, 2014 Clarification with regards to us of the words “Commodity Exchange” in a Company Name approval Use of the word ” Commodity Exchange” may be allowed only where a “No Objection Certificate” from the Forward Markets Commission is furnished by the applicant
7. July 9, 2014 Clarification On Form MGT-14 Through STP Mode All cases except for change of Name, change of object, resolution for further issue of capital and conversion of companies will be STP Mode.
8. July 17, 2014 Clarification on matter relating to Related Party Transaction 188 No need of fresh approval for the related Party transactions entered u/s 297 until the expiry of original term of such contract.
9. October 14, 2014 Refund of deposits under Section 160 of the Companies Act, 2013 8 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 twenty-five percent of the valid votes is to be forfeited or refunded
10. October 14, 2014 Clarification on matter relating to Consolidated Financial Statement In the CFS, the company would need to give all disclosures relevant for CFS only.
11. February 11, 2015 Extension of time for filing of Notice of Appointment of Cost Auditor in Form CRA-2 Last date of filing of Form CM-2 without any penalty/late fee is hereby extended upto 31st March.2015
12. March 3, 2015 Clarification relating to filing of e-form DIR-I1 & DIR-12 under the Companies Act, 2013- The Registrar of Companies within their respective jurisdictions are authorized, on request from the stakeholders, and after due examination, to allow any one of the resigned director who was an authorized signatory Director for the purpose of filing DIR-12 only along with additional fees, as applicable and subject to compliance of other provisions of Companies Ac! 2013.
13. March 10, 2015 Clarification with regard to loans and advances to employees 185, 186 loans and/or advances made by the companies to their employees, other than the managing or whole time directors (which is governed by section 185) are not governed by the requirements of section 186 of the Companies Act, 2013Condition: if such loans/advances to employees are in accordance with the conditions of service applicable to employees and are also in accordance with the remuneration policy, in cases where such policy is required to be formulated
14. March 30, 2015 Clarification regarding applicability of Companies (Acceptance of Deposits Rules, 2014 74(2) Amounts received by private companies prior to 1st April, 2014 shall not be treated as ‘deposits’ under the Companies Act,2013 and Companies (Acceptance of Deposits) Rules, 2014 subject to the condition that relevant private company shall disclose, in the notes to its financial statement for the financial year commencing on or after 1st April, 2014 the figure of such amounts and the accounting head in which such amounts have been shown in the financial statement.Any renewal or acceptance of fresh deposits on or after 1st April, 2014 shall, however, be in accordance with the provisions of Companies Act, 20 13 and rules made there under
15. April 9, 2015 Clarification under sub-Section 186(7) 186 (7) It is hereby clarified that in cases where the effective yield (effective rate of return) on tax free bonds is greater than the prevailing yield of one year, three year, five year or Ten year government Security closest to the tenor of the loan, there is no violation of sub-section(7) of section 186 of the Companies Act, 2013
16. April 10, 2015 Remuneration to Managerial Person under Schedule) II of the Companies Act, 1956 Schedule- V Remuneration paid by Listed Companies and their subsidiaries without approval of Central Government in excess of the limit of para II para (C) of such schedule in the managerial personnel met the conditions specified therein.It is clarified that a managerial person referred above may continue to receive remuneration for his remaining term in accordance with terms and conditions approved by company as per relevant provisions of Schedule XIII of earlier Act even if the part of his/her tenure falls after 1st April, 2014.
NOTIFICATION
17. May 21, 2014 Delegation of power of DIN 153 & 154 The powers and functions of the Central Government in respect of allotment of Director Identification Number under Sections 153 and 154 of the said Act to the Regional Director, Joint Director, Deputy Director or Assistant Director posted in the office of Regional Director at Noida.
18. July 25, 2014 Meaning of ‘such class of companies” in Second Proviso of section 203(1) 203(1) Public Company having paid-up Share Capital of Rs. 100 Crore or more and annual Turnover of Rs. 1000 crore or more which are engaged in multiple businesses and have appointed CEO for such business shall be class of Companies in Second Proviso of section 203(1).
19. August 6, 2014 In Schedule VII, after item (x), the following item and entry shall be inserted, namely:- Schedule VII “(xi) slum area development Explanation.— For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.”
20. August 29, 2014 Amendment To Schedule II Of The Said Act Schedule II In part ‘A’ in paragraph 3, for sub-paragraph (i) the following sub-paragraph shall be substituted.For paragraph 4 para substituted
21. October 24, 2014 Amendments to Schedule VII of the said Act(i)In item (i)(ii) In item (iv), Schedule VII after the words “and sanitation”, the words “including contribution to the Swatch Bharat Kosh set-up by the Central Government for the promotion of sanitation” shall be inserted;after the words “and water”, the words “including contribution to the Clean Ganga Fund setup by the Central Government for ejuvenation of river Ganga;” shall be inserted
22. January 12, 2015 Authorization to officer for Issue notice for Multiple DIN 155 The Central Government hereby authorizes the following officers in the office of Regional Director (Northern Region) at Noida for the purposes of filing complaint under section 159 of the said Act in respect of offences under section 155 of the said Act
23. March 24, 2015 Adjudicating Officer 454 The Central Government hereby appoints following Registrar of Companies as adjudicating officer for the purposes of this Act in respect of jurisdictions indicated against each Registrar
24. March 31, 2015 Place of keeping and inspection of registers, return etc. 94(5) the Central Government hereby delegate to the Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmadabad, Hyderabad and Shilling & the powers and Functions vested under sub section (5) of section 94 of the Companies Act, 2013, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sub-section, it in its opinion such a course of action is necessary in the Public interest.
  RULES
25. June 9, 2014 Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 203(1) Appointment of Company Secretaries in companies not covered under rule 8:A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary
26. June 12, 2014 **Companies (Meetings and Powers of Board) Amendment Rules, 2014. Section- 177, 178Rule 6 Public Companies covered under this rule which were not required to constitute Audit Committee under section 292A of the Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee, Nomination and remuneration Committee within one year from the commencement of these rules or appointment of independent directors by them, whichever is earlier
27. June 12, 2014 Companies (Declaration and Payment of Dividend) Amendment Rules 2014 Rule 3 sub rule 5 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 of the current year.
28. June 18, 2014 **Companies (Share Capital and Debentures) Amendment Rules Registered Valuer Till a registered valuer is appointed in accordance with the provisions of the Act, the valuation report shall be made by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent Chartered Accountant in practice having a minimum experience of ten years.The price of shares or other securities to be issued on preferential basis shall not be less than the price determined on the basis of valuation report of a registered valuer
29. June 30, 2014 Companies (Prospectus and Allotment of Securities) Amendment Rules, 2014 Rule 14 sub- rule 2 (a) in case of an offer or invitation for non-convertible debentures referred to in the second proviso, made within a period of six months from the date of commencement of these rules, the special resolution referred to in the second proviso may be passed within the said period of six months from the date of commencement of these rules
30. August 14, 2014 Meetings of Board and its Powers) Second Amendment Rules, 2014 188 Provisions of Transaction Limit of Relate Party Transaction have been changed.
31. September 18, 2014 Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 Rule – 6, 9 In case the name of a person does not have a last name, then his or her father’s or grandfather’s surname shall be mentioned in the last name along with the declaration in Form No. DIR-3A. 
32. October 14, 2014 Companies (Audit and Auditors) Amendment Rules, 2014 143(3)(i)Rule- 10A 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 effectivenessAuditor 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
33. October 14, 2014 Companies (Accounts) Amendment Rules, 2014 Rule 6 Consolidation of financial statement doesn’t allow for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015in 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
34. December 31, 2014 Companies (Cost Records and Audit) Rules, 2014 148 -Applicability of Cost Records.-Applicability of Cost Audit-Particular relating to the items of Costs to be included in the Books of  Accounts.
35. January 16, 2015 Companies (Accounts) Amendment Rules, 2015 128(1) If Company want to maintain books of accounts and other relevant papers on place other then registered office in India, then the company will file within 7 days of decision taken by Board of Director required to file form AOC-5 with ROC.
36. January 19, 2015 Companies (Appointment and Qualification of Directors) Amendment Rules, 2015 In case a company has already filed Form DIR-12 with the Registrar under rule 15, a foreign director of such company resigning from his office may authorize in writing a practicing chartered accountant or cost accountant in practice or company secretary in practice or any other resident director of the company to sign Form DIR-11 and file the same on his behalf intimating the reasons for the resignation
37. February 24, 2015 Companies (Registration Offices and Fees) Amendment Rules, 2015 Any further information or documents called for, in respect of application or e-form or document, filed electronically with the Ministry of Corporate Affairs shall be furnished in Form No. GNL-4 as an addendum”
38. March 18, 2015 Companies (Share Capital and Debentures) Amendment Rules, 2015 In the Companies (Share Capital and Debenture) Rules, 2014 many rules substituted
39. March 19, 2015 Companies (Management and Administration) Amendment Rules. 2015 Rule 20 Amendment in Rules of “Voting Through Electronic Means
40. March 18, 2015 Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Rule 8 Item numbers (3)’ (5), (6)’ (7), (8) and (9) and the entries relating thereto shall be omitted
41. March 31, 2015 Companies (Acceptance of Deposits) Amendment Rules, 2015 Rules Companies may accept deposits without deposit insurance contract till the 31st March, 2016 or till the availability of a deposit insurance product, whichever is earlier.·         Every eligible company shall obtain, at least once in a year, credit rating for deposits accepted by it in the manner specified herein below and a copy of the rating shall be sent to the Registrar of companies along with the return of deposits in Form DPT_3;·         if a company receives any amount by way of subscriptions to any shares, stock, bonds or debentures before the 1st April,2014 and disclosed in the balance sheet for the financial year ending on or before the 31st March,2014 against which the allotment is pending on the 31st arch,2015, the company shall, by the 1st June 2015, either return  such amounts to the persons from whom these were received or allot shares, stock, bonds or debentures or comply with these rules.”
42. May 1, 2015 Companies (Incorporation) Amendment Rules, 2015 Rules Integrated Process of Incorporation of Company by e-form 29.Availment of PAN and TAN through Form 7 or INC-29.
ORDER
43. June 2, 2014 Companies (Removal of Difficulties) Second Order, 2014 73(4) The Company Law Board shall exercise the jurisdiction, powers, authority and functions under subsection (4) of Section 73 of the Companies Act, 2013.(Until tribunal is constitute)
44. June 2, 2014 Companies (Removal of Difficulties) Third Order, 2014 2(41) The Company Law Board shall exercise the jurisdiction, powers, authority and functions under Clause 41 of Section 2.(Until tribunal is constitute)(Different Financial Year for Company or Body corporate, which is holding or Subsidiary of a company incorporated outside India)
45. June 6, 2014 Companies (Removal of Difficulties) Fourth Order, 2014 74(2) The Company Law Board shall exercise the jurisdiction, powers, authority and functions under subsection (2) of Section 74 of the Companies Act, 2013.(Until tribunal is constitute)
46. July 9, 2014 Companies (Removal of Difficulties) Fifth Order, 2014 2(76)(v) A public Company in which a director or manager is a director [“and holds”] along with his relatives, more than two percent of its paid-up share capital.
47. July 24, 2014 Companies (Removal of Difficulties) Sixth Order, 2014 2(76)(iv) A private company in which a director or manager [“or his relative”] is a member or director
48. September 4, 2014 Companies (Removal of Difficulties) Seventh Order, 2014 139(5)(7) “In the case of a Government company or any other company owned or controlled, directly orindirectly, by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, the Comptroller and Auditor- General of India shall appoint the auditor under sub-section (5) or sub-section (7) of Section 139 and direct such auditor the manner in which the accounts of the company are required to be audited and”.

DELEGATION OF POWERS TO REGIONAL DIRECTOR:

Following powers are delegated to Regional Director under Companies Act, 2013. Ministry by circular dated: 21st May, 2014 circular No. F. No. 1/6/2014-CL.-V.

S. No. Sections Particular of Section
1. 8(4)(i) A Company registered under this section shall not alter the provisions of its Memorandum or Articles except with the previous approval of the Central Government. Non- profit organization
2. 8(6)    
3. 13(4), (5) Shifting of Register office of Company from One State to another. Registered Office
4. 16 Power of Rectification of Name Rectification of Name
5. 87 Condonation of Delay of Creation, Modification and Satisfaction of Charge. Rectification of Charge
6. 111(3) The Central Government, by order, declares that the right conferred by this section is being abused to secure needless publicity for defamatory matter. Circulation of member’s Resolution
7. 140(1) Removal of Auditor by Passing of Special Resolution Removal of Auditor
8. 399(1)(i) In relation to the documents delivered to the registrar with a prospectus only during the 14 days begin inning with the date of publication of prospectus; and at other times, only with the permission of the Regional Director. Prospectus
9. 153 & 154 Allotment of Director Identification Number DIN

DELEGATION OF POWERS TO REGISTRAR OF COMPANIES:

Following powers are delegated to Regional Director under Companies Act, 2013. Ministry by circular dated: 21st May, 2014 circular No. F. No. 1/6/2014-CL.-V.

S. No. Sections Particular of Section
1. 4(2) The name stated in the MOA shall not be such that its use by the Company in undesirable in the opinion of the Central Government. Memorandum
2. 8(1) Permission for Incorporation of Non Profitable Company Non Profitable Company
3. 8(4)(i) The Company shall not Alter AOA except with the previous approval of the Central Government. Alteration in AOA
4. 8(5) Satisfaction of Central Government for registration of company as Non Profitable company Non Profitable Company
5. 13(2) Name approval for Incorporation and Name approval for Change of Name Alteration in Memorandum

 FEES ON APPLICATIONS AND PETITIONS:

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 Allowing any period other than April to March as financial year. 5,000
35 58 and 59 of the Companies Act, 2013 Rectification of register of members 500
36 73(4) of the Companies Act, 2013 read with section 76 Directing the company to pay the sum due or for any loss or damage incurred as a result of such non-payment. 100
37 74(2) of the Companies Act, 2013 Allow further time as considered reasonable to the company to repay the deposit. 5,000

(CERTIFICATION OF E-FORMS):

These rules may be called the Companies (Registration Offices and Fees) Amendment Rules, 2014. They shall come into force with effect from the 28th day of April, 2014.

PROVISIONS FORM NO.
The following e-forms filed by companies, other than one person companies and small companies, under sub-rule (1) of rule 9, shall be pre-certified by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice, namely:- INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT- 14,DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1, NDH-1, NDH-2, NDH-3;
optional pre-certification by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice GNL-1
Certification by Auditors of the company DPT-3
Certification by a Company Secretary in whole-time practice MGT-10
Certification by a Chartered Accountant in whole-time practice AOC-4
This form shall be filed along with attestation of photograph, identity proof and proof of residence of the applicant by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-timepractice E-form DIR-3

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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0 responses to “Circular/Notification/Order Passed Under Companies Act- 2013”

  1. Ganesh Kulkarni says:

    I want to know which sections have been notified by MCA upto 31 march 2015 ? i.e. applicability for CA final November 2015 exam

  2. Divisha Gill says:

    Hi Divesh,

    Very nice article, wonderful compilation.
    Thanx for sharing.
    But a very small correction is required i.e in point no.-18 notification dated 25.07.2014, annual turnover should be Rs 1000 cr or more instead of Rs 100 cr or more.

    Thanx and Regards,
    Divisha Gill

    See mistake as mistake not as mine or yours, because only correction brings improvement.

    • CA Sandeep Kanoi says:

      Thanks Divisha for bringing the mistake to our notice. We have made the necessary correction

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