The Companies (Meeting of Board and its Powers) Second Amendment Rules, 2015

The  Companies (Meeting of Board and its Powers) Second Amendment Rules, 2015

Central Government  vide Notification dated 14.12.2015,  has inserted a new rule  after Rule 6 of The Companies (Meeting of Board and its powers) Rules,2014 as:-

"Rule 6A :- omnibus approval for related party transactions on annual basis "

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MCA notifies 14th December, 2015 as the date on which Sec 143(12) & 177(4)(iv) for fraud reporting by Auditors shall come into effect

MCA vide Notification No S.O. 3388(E), has appointed the 14th day of December, 2015 as the date on which the provisions of Section 13 and 14 of the Companies (Amendment) Act, 2015  shall come into force. The said Sections are as under:

13. In section 143 of the principal Act, for sub-section (12), the following sub-section
shall be substituted, namely:—

“(12) Notwithstanding anything contained in this section, if an 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:

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:

Provided further that the companies, whose auditors have reported frauds
under this sub-section to the audit committee or the Board but not reported to the
Central Government, shall disclose the details about such frauds in the Board's report
in such manner as may be prescribed.”.

14. In section 177 of the principal Act, in sub-section (4), in clause (iv), the following
proviso shall be inserted, namely:—

"Provided that the Audit Committee may make omnibus approval for related
party transactions proposed to be entered into by the company subject to such
conditions as may be prescribed;".

MCA clarifies that 30 Dec 2015, the extended last day for annual filing forms will not be extended further

MCA has issued the following Notice on its website.

The last date for annual filing forms is 30 Dec 2015 and no further extension would be accorded after this date. All stakeholders are requested to complete their filing accordingly, without waiting for the last date to avoid last minute rush.

No proposal to relax e-filing norms under Companies Act : Government

There is no proposal before the government to relax rules pertaining to electronic filing of documents under the Companies Act, Parliament was informed today.
Currently, the Corporate Affairs Ministry provides end-to-end e-governance services on its MCA 21 portal, which occasionally faces software and hardware issues.

To address this, the ministry has taken several steps, including a dedicated e-governance division which intensively monitors not just performance of MCA 21, but work status at various registrar offices, timely resolution of stakeholder complaints and positive consideration of any suggestions.

"There is no proposal before the ministry for relaxing the rules pertaining to electronic filing of documents," Corporate Affairs Minister Arun Jaitley said in a written reply to the Rajya Sabha.

He was replying to a query whether the ministry is intending to relax the existing set of stringent regulations in this regard.

Govt starts process for selecting NCLT members

The government has started the process for selecting members for the National Company Law Tribunal (NCLT).

The tribunal, to be set up under the Companies Act, 2013, will replace the Company Law Board (CLB).

In a written reply to the Rajya Sabha on Tuesday, Corporate Affairs Minister Arun Jaitley said the process for constitution of NCLT has already been initiated, with "the selection process for (judicial as well as technical) members of NCLT and technical members of National Company Law Appellate Tribunal (NCLAT) having commenced".

Steps have also been taken to make provisions for infrastructure and other supportive requirements for the tribunals, he added.

MCA modifies certain Eforms from 2 Dec. 2015

MCA -  Version of following Forms are modified w.e.f 02 Dec 2015:-

DIR-3 (Application for allotment of Director Identification Number);DIR-6 (Intimation of change in particulars of Director to be given to the Central Government);FC-4 (Annual Return of a Foreign company);MGT-14 (Filing of Resolutions and agreements to the Registrar);INC-7 [Application for Incorporation of Comapny (Other than OPC)];INC-22 (Notice of situation or change of situation of registered office);SH-7 (Notice to Registrar of any alteration of share capital);INC-29 (Integrated Incorporation Form);DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them);CHG-1 (Application for registration of creation, modification of charge (other than those related to debentures)) andForm 23ACA (Form for filing Profit and Loss account and other documents with the Registrar)

ICSI issues Guidance Note on Annual Return

ICSI has come out with revised Guidance Note on Annual Return on 30th November 2015.

The same may be downloaded from
http://www.icsi.edu/Docs/Website/Guidance_note_Annual%20Return_301115.pdf

The Ministry of Corporate Affairs has extended the last date for filing the Annual Forms for 2014-15 without additional fees from 30.11.2015 to 30.12.2015.

The copy of the said Circular can be downloaded from http://www.mca.gov.in/Ministry/pdf/General_Circular_No_15_2015.pdf

Providing info on sexual harassment panel to be made mandatory

NEW DELHI: Government has set off the process of making it mandatory for private companies to inform about constitution of Internal Complaints Committee (ICC) on sexual harassment in their annual disclosures made under the Companies Act after they did not show requisite interest in the matter.

The Women and Child Development Ministry has written to Corporate Affairs Ministry asking it to notify constitution of ICC as a mandatory disclosure under Section 134 of the Companies Act, 2013.

"In order to ensure that private sector companies also constitute ICC as mandated under Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act 2013, it will be appropriate to ask the companies to disclose the constitution of the IIC in their Annual Disclosures filed under the provision of Section 134 of the Companies Act 2013," the letter said.

Union Minister  Maneka Gandhi  had asked leading business chambers including FICCI, ASSOCHAM and CII to submit compliance report as most of the private companies in the country do not have internal committees to address sexual harassment cases.

"While adequate protection is available in government structures to women, it is important that women in the private sector are also given the same level of protection. We had taken up this matter with Chambers of business but we have not been able to cut much ice with them," it said.

Section 134 of the Act enables the Central government to mandate any non-financial disclosure to be made in the Directors' Report of a company.

"Since companies did not show much interest on the matter, we have decided to make it mandatory for them under the Companies Act, 2013. We have written to Corporate Affairs Ministry to notify the rule," a senior official told PTI. As the nodal ministry for implementation of Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we noticed that various categories of organisations have not even constituted the ICC as required under the Act, the official said.

"There has been an increase in the number of cases of sexual harassment at workplace being brought up by women employees in different organizations," the official said.

The anti-sexual harassment law provides for a penalty of Rs 50,000 on employers who fail to implement its various provisions.