Gist of regulatory changes in Companies Act, 2013 in the month of July, 2016

14.07.2016

a) Companies (cost records and audit) Amendment Rules, 2016

Highlights of the Amendment are:

1. Definition of Regulated Sector for Telecommunication Industry expanded to include activities that requires authorization or license issued by the Department of Telecommunications, Government of India under Indian Telegraph Act,1885.

2. Consent letter and eligibility certificate to be obtained from the Cost Auditor prior to proposing a Cost Auditor for appointment by the Board.

3. Provision introduced for

o Removal of Cost Auditor after giving a reasonable opportunity of being heard.
o Cost Audit Report should be approved by the Board of Directors.
o Cost Audit Report (CRA-4) to be filled in XBRL format.

19.07.2016

a) Companies (Share Capital and Debentures) Third Amendment Rules, 2016

i. Companies which have defaulted on payment of dividends, repayment of loans or statutory payments were earlier prevented from issuing equity shares with differential rights. After this amendment these restrictions are withdrawn five years after the Company has made good these defaults.

ii. Preferential offer of partly paid up shares at the time of their allotment permitted.  

iii. Companies without Share Capital need to file Form SH-7 for increase in members now.

iv. Secured debentures can be issued by creating a charge on the properties or assets of company’s subsidiaries or its holding company or its associates companies.

v. Startups (as defined by the Department of Industrial Policy and Promotion) are given additional flexibility for a period of five years from the date of Incorporation to:

a. Issue Sweat Equity shares up to 50% of its paid-up capital.
b. Provide ESOPs to promoters or directors, including directors who either  directly or indirectly, holds more than ten percent of the equity shares.

b) In exercise of the powers conferred by sub- section (1) of section 381 of the Companies Act, 2013 (18 of 2013)

o A foreign Airlines Company is now required to submit the following documents to ROC from the FY 2016-17  
o Latest consolidated financial statements of the parent foreign company.
o A statement of receipt and payments for its Indian operations for the financial year, duly authenticated by a practicing Chartered Accountant.  

21.07.2016

o National Company Law Tribunal Rules, 2016 and National Company Law Appellate Tribunal Rules, 2016

o National Company Law Tribunal Rules, 2016 and National Company Law Appellate Tribunal Rules, 2016 is notified with effect from 21.07.2016.

27.07.2016

a) Companies (Incorporation) Third Amendment Rules, 2016

o Now a natural person shall not be member of more than 1 OPC and the said person shall not be a nominee of more than 1 OPC.

o Proof of identity and residence of the subscriber are not required to be filed with the ROC at the time of filing application of incorporation of the company, where the subscriber is already having a valid DIN.  

o Every Company having a website to disclose/publish its name, address of its registered office, the CIN, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries.

o Rule 37 is inserted for conversion of unlimited Liability company into a limited Liability company by shares or guarantee.  

o Forms INC-27 and INC-11 have been amended and new forms for ‘Advertisement to be published in the newspaper for conversion of Unlimited Liability into Limited Liability Company’ and ‘Certificate of Incorporation pursuant to conversion of Unlimited Liability Company into Limited Liability Company’ have been inserted in the principal rules.  

o Partnership firm can’t be subscriber to the Memorandum of Association

b) Companies (Accounts) Amendment Rules ,2016

A Company which is a subsidiary of another company need not present its Consolidated Financial Statement (CFS) if:

• Its parent presents CFS
• Is not listed in any Stock Exchange or has plans to list in a Stock Exchange.
• Has given notice of its intent not to publish CFS to its members, both with voting and without voting rights and they have not objected to it.  

The Directors’ Report is now required to include highlights of performance and contribution to the overall performance of subsidiaries, associates and joint venture companies instead of a report on their performance and financial position.

A Cost Accountant both in practice or in employment can be appointed as an Internal Auditor.  AOC-4 form now contains a provision to file revised Financial statements.

c) Special Court under section 435 of the Companies Act, 2013

MCA has designated the ‘Court of Additional Sessions Judge-03, South-West District, Dwarka’ as the Special Court under Section 435 of the Companies Act, 2013 in respect of jurisdiction of National Capital Territory of Delhi for the purposes of providing speedy trial of offences punishable under the Companies Act, 2013 with imprisonment of two years or more under the Companies Act, 2013.  

29.07.2016

MCA has announced relaxation of additional fee and extension of due date for filing of AOC-4, AOC-4 (XBRL), AOC -4(CFS) and MGT-7 for AGM held on or after 01.04.2016 up to 29.10.2016.