Companies Amendment Act, 2015 [No.21 Of 2015] – A Review

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

1

Amendment

to     Section 2

(68), (71) and

Section 11

2 and 4

Section2(68),      (71)– As                         per the

definition, a Private Company to have a

minimum paid-up capital of Rs.1 Lakh

and Public Company to have minimum

paid-up capital of Rs.5 lakhs.

Section 2 (68), (71) – Deletion of the

requirement as to Minimum Capital i.e.,

Rs. 1 Lakh for Private Companies and Rs. 5

Lakhs for Public Companies.

Now a company can be

incorporated with paid-up

capital of Rs.1/-, may be.

Section 11 – Declaration as to receipt

of the minimum paid-up capital from

the subscribers.

Section 11 – Omitted.

No    requirement    of filing

commencement of business

declaration.

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

2

Amendment

to sections 9,

12, 22, 46 and

223.

3, 5, 6, 7 and

18

Section-9-Company to have Common

Seal.

Section-12-Company to have its name

engraved in legible characters on its

seal;

Section-22-Execution                                        of                                    Bills of

Exchange, authorisation to execute

under the Common Seal.

Section-46-Issue      of                        Certificates

(Share/Debenture) to be issued under

the Common seal of the Company.

Section -223-nspectors report to be

authenticated by the Common Seal of

the Company.

Amendment as to making commonseal

optional, and consequential changes for

authorisation  for execution         of

documents for companies having no

Common Seal.   i.e., authorisation shall

be made by Two Directors or 1 Director

and 1 CS, if the Company has CS

3

Insertion      of

new Section

76 A

8

No section

Section – 76 A – Punishment for deposits

acceptedin violation of the provisions of

the said Act;

Penalty:

On Company:

To refund the deposit with

interest +Fine not less than

Rs.1 Cr and upto Rs. 10 Cr.

On every Officer:

7 years imprisonment or fine

not less than Rs. 25 Lakhs and

upto Rs. 2 crores or with both

+ if proved that punishment if

the violation is committed

knowingly, under Section 447.

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

4

Amendment

to Section 117

(3) (g)

9

117 (3) (g) – Resolutions passed in

pursuance of Section 179 (3) are to be

filed with the Registrar of Companies.

Amendment to prohibit public

inspection of Board resolutions filed in

the Registry.

Board Resolution cannot to be

inspected by others.

Further, the many items as

prescribed under the relevant

rules     have   also                been

considerably Omitted by the

relevant amendment Rules

5

Amendment

to sub-

section (1) of

section 123

10

No proviso in the Principal Act

Amendment to include provisions for

writing off past                 losses/depreciation

before declaring dividend for the year

Erroneously missed out in the

Principal Act, but was given as

an amendment to the relevant

rules made under the section.

6

Amendment

to sub-

section (6) of

section 124

11

Section 124 (6) – All shares in respect

of which unpaid or unclaimed

dividend has been transferred under

sub-section        (5)                          shall                          also                          be

transferred by the company in the

name of Investor Education and

Protection       Fund                        along with a

Statement.

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 shall be” shall

be substituted;

Amendment so as to rectify the

requirement of transferring equity

shares for which unclaimed/unpaid

dividend has been transferred to the

Investors Education and                                Protection

Fund even though subsequent

dividend(s) has been claimed and paid.

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

7

Amendment

to sub-section

(3) of section

134 and sub-

section (12) of

section 143

12 and 13

134 (3)(ca) – New provision – Details

as to the frauds as reported by the

Auditor to be included in the Directors

report.

143 (12) – reporting of Fraud by the

Auditor

Disclosures to be made in the Board’s

Report;

Alteration to       incorporate                           enabling

provisions to       prescribe thresholds

beyond which fraud shall be reported to

the Central Government. Below the

threshold, it will be reported by the

Auditor to the Audit Committee.

Some relief to the Auditors.

8

Amendment

to clause (iv)

of sub-section

(4) of section

177

14

New proviso to Section 177 (4) (iv) –

giving powers to Audit Committee.

Inclusion of proviso, empowering Audit

Committee to give omnibus approvals for

Related party transactions on annual

basis, subject to conditions as may be

prescribed.

9

Amendment

to Section 185

of

15

New sub-sections 185 (1) (c) & (d) –

These subsections were earlier

included in the rules

Alteration to provide for exemption for

loans/ guarantees/securities                                             by                                               a

Company to its wholly owned

subsidiaries and guarantees/securities

given by a company to its subsidiaries for

the loans availed by it from Banks/FI.

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

10

Amendment

to sub-section

(1) of section

188

16

188 (1) – Requirement of prior

approval of the members by way of

special   resolution for transactions

with the related party.

188 (3) – Requirement of special

resolution for transaction by the

Director      or employee with the

Company.

Alteration      for                      replacing                      ‘special

resolution’ with ‘resolution’ for approval

of Related party transactions by non‑

related shareholders;

to exempt     relatedparty transactions

between holding companies and wholly

owned subsidiaries (WOS) whose

accounts are consolidated.

Relaxed to ordinary resolution.

11

Amendment

to sub-section

(6) of section

212

17

212 (6) – Releasing of accused on bail.

Many sections were covered

Alteration    to remove the repetition of

sections, which attract punishment for

fraud under Section 447

12

Amendment

to Sub-Section

(1) of Section

248

19

248 (1)-Power of Registrar to remove

the name of the Company from the

Register of Companies

Alteration as to removal of Clause (b) of

Subsection (1) of Section 248- As to

receipt of minimum subscription and

filing of commencement of business with

ROC.

13

Amendment

to sub-section

(4) of section

419

20

419 (4)-Powers of the president of the

NCLT to constitute benches for

disposal of cases as to rehabilitation,

restructuring, reviving or winding up

of companies

Alteration as to deletion of the word

Winding-up, so as to enable the, taking‑

up cases relating to winding-up by 2‑

member Bench instead of a 3-member or

a larger Bench.

Sl.

No

Section(s)

under the CA,

2013,amended

Section No. in

theAmendment

Act

Existing provision in the

Section/Clause in the CA, 2013

Amendment relating to

Remarks/Comments

14

Amendments

to       sections

435 and 436

21 and 22

435 (1) – establishment of special

courts for trial of offences.

436 (1) – Offences trailable by Special

Courts

Earlier no limit was mentioned in the

respective    sections,                         now,                         the

amendment provides for Special Courts

to    try     only        offences        carrying

imprisonment of two years or more.

And 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

previous company law.

15

Amendment

to Section 462

23

462 – Power of Central Government

to exempt certain class of companies

from provisions of the Act.

Amendment to Sub-Section (2) of

Section 462, as to the manner of placing

the    notifications issued         by the CG

pursuant to Section sub-section (1). The

content of Sub-section has been altered

and divided in to new Sub-Section (3) &

(4).