Government introduces bill to further amend Companies Act in Lok Sabha

Government introduces bill to further amend Companies Act in Lok Sabha

Courtesy : DNA

Proposing a slew of changes, the bill seeks to simplify private placement process, remove restrictions on layers of subsidiaries and investment companies, amend CSR provisions to bring greater clarity and exempt certain class of foreign entities from the compliance regime under the Act.

Under the law, certain class of companies are required to shell out at least two per cent of their three-year annual average net profit towards Corporate Social Responsibility (CSR) activities. While the norm came into effect from April 1, 2014, stakeholders have been seeking clarity on certain aspects of it.

The bill also proposes to allow unrestricted object clause in the Memorandum of Association dispensing with "detailed listing of objects, self-declarations to replace affidavits from subscribers to memorandum and first directors".

Besides, the government is looking to omit provisions relating to forward dealing and insider trading from the Act. Instead of the requirement of central government approval for managerial remuneration above a prescribed limit, the bill proposes clearance through special resolution by shareholders.

Other recommendations include introduction of test of materiality for pecuniary interest for testing independence of independent directors, removal of requirement for annual ratification of appointment or continuance of auditor, align prescription for companies to have audit committee and nomination and remuneration committee with that of independent directors.

Out of 470 sections of the Companies Act, 284 have come into force. Most provisions came into effect from April 1, 2014. "The process for establishment of the National Company Law Tribunal and National Company Law Tribunal Appellate Tribunal is at its final stage. After the constitution of these Tribunals, most of the remaining 186 sections of the Act shall also be brought into force," the government said.

 

The Companies (Amendment) Bill 2016, among other things, seeks to relax the norms around managerial remuneration, ease the process for private placement of shares and remove provisions relating to forward  dealing and insider trading from the existing Company Law.

The Act has brought in significant changes with respect to disclosures to stakeholders, accountability of directors, auditors and key managerial personnel, investor protection and corporate governance.

 

Listed companies to disclose audit qualifications impact separately- SEBI SAYS

Listed companies to disclose audit qualifications impact separately- SEBI SAYS  
COURTESY : PRESS TRUST OF INDIA

To ensure information is disseminated to investors on time, Sebi will revise the disclosure requirements for companies with respect to impact of "qualifications" made by auditors in their reports. 

The Sebi board, which met here today, approved the changes that would further streamline the whole process and also ensure the impact of audit qualifications is disseminated to investors without any delay. 

Now, listed entities will be required to disclose the cumulative impact of all the audit qualifications on relevant financial items in a separate form called 'Statement on Impact of Audit Qualifications' instead of the present form. 

Such disclosures will have to be made in a tabular form along with annual audited financial results filed in terms of listing regulations. 

"The new mechanism would be applicable from the financial year ended March 2016 as well as for the earlier cases," Sebi said in a release after the board meet. 

In case there are no audit qualifications, companies will not have to file a particular form as required now. 

"The management shall have the right to give its views on the audit qualification in the new form... The existing requirement of adjustment in the books of accounts of the subsequent year shall not be necessary," Sebi said. 

Already, the regulator has a mechanism to review the audit qualifications in the audit report. The same was incorporated in the Sebi (Listing and Other Disclosure Requirements) Regulations, 2015.

BSE MAKES MANDATORY FILING OF COMPLIANCES / INFORMATION IN ELECTRONIC MODE THROUGH ITS ONLINE PORTAL LISTING CENTER

BSE MAKES MANDATORY FILING OF COMPLIANCES / INFORMATION IN ELECTRONIC MODE THROUGH ITS ONLINE PORTAL LISTING CENTER

 

 

 

This Circular is in continuation to our earlier Circular No. DCS/COMP/20/2015-16 dated November 30, 2015 that was issued pursuant to Regulation 10 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) which reads as follows :-

 

10. (1) The listed entity shall file the reports, statements, documents, filings and any other information with the recognised stock exchange(s) on the electronic platform as specified by the Board or the recognised stock exchange(s).

 

(2) The listed entity shall put in place infrastructure as required for compliance with sub-regulation (1).

 

As stated in the above referred Circular, BSE had provided the Listing Centre (http://listing.bseindia.com) as the “Electronic Platform” for filing all compliances and submissions to be made by the Listed Entities.

 

It may be noted that BSE has made available the ‘Listing Centre’, anonline web portal to all listed entities for filing their various compliances / submissions with the Exchange. ‘Listing Centre’ provides a single point resource for filing compliances /submissions and tracking past filings as well. It also provides an instant confirmation of the filings done by the Listed Entities.

 

Listed Entities are hereby informed that with effect from 21^st March, 2016, submissions required to be filed in compliance to the below mentioned Regulations of the Listing Regulations shall be accepted only through the Listing Centre:-

 

1.      Compliance Certificate by Share Transfer Agent – Regulation 7(3)

2.      Statement of Investor Complaints – Regulation 13(3)

3.      Corporate Governance – Regulation 27 (only in XBRL mode)

4.      Notice for Board Meeting – Regulation 29

5.      Outcome of Board Meeting – Regulation 30

6.      Shareholding Pattern – Regulation 31 (only in XBRL mode)

7.      Financial Results – Regulation 33

8.      Annual Report – Regulation 34

9.      Compliance Certificate – Regulation 40(9)

10. Notice for Record Date – Regulation 42

11. Voting Result – Regulation 44

12. Disclosures under SAST and PIT Regulations (Submissions by company)        

13. Reconciliation of Share Capital Audit Report – Regulation 55A (Depositories and Participants Regulations, 1996)

 

Compliances / Submission for the above mentioned regulations that are not filed through the Listing Centre, shall be considered as non-submission and non-compliance with the Regulations and would be subject to the attendant penal actions.

 

Government considering amendments to Companies Act: Arun Jaitley

Government considering amendments to Companies Act: Arun Jaitley
Courtesy- Economic times

 

To further improve ease of doing business, the government is considering
amendments to the Companies Act, Corporate Affairs Minister Arun Jaitley today said.

The Companies Law Committee, which submitted its report to the government on February 1, has suggested amendments to 78 sections of the Act, excluding consequential amendments in other sections.

The panel had looked into issues arising from the implementation of the Companies Act, 2013.

To a query on whether the government is considering amending the Companies Act so as to make doing business easier, Jaitley replied in the affirmative.

He said around 1,200 comments were received on the report submitted by the Companies Law Committee (CLC).

"The comments were considered by the government while finalising its views on accepting the recommendations of the CLC. As per requirements, inter-ministerial consultation has to be completed before any further action," Jaitley. ..
Key recommendations made by the panel include simplifying private placement process, easing incorporation process and removing the restriction on layers of subsidiaries and investment companies.

Most provisions of the Act came into force from April 1, 2014.

The Corporate Affairs Ministry has set up a Central Registration Centre (CRC) for faster processing of applications for availability of names and it is being planned to extend the services to incorporation of companies after necessary modifications in the MCA 21 system.

MCA 21 is the e-platform for companies to make their statutory filing to the ministry. To facilitate ease of doing business, the ministry has introduced an integrated form (INC-29) for incorporation of companies, omitted requirement for minimum paid-up capital, made mandatory common seal for companies optional and did away with filing for commencement of business, Jaitley said.

"Other departments have also taken steps with emphasis on simplification of
existing rules and procedures and use of information technology for ease of
doing business and to make governance more effective and efficient," the
minister noted.

To a separate query, Jaitley said that unclaimed and  unpaid dividend amount of Rs 1,273.66 crore has been transferred to the Investor Education and Protection Fund (IEPF) after expiry of the mandatory seven-year period for the period from 2001-02 to 2015-16, till February 26.

As many as 3, 74,727 companies have not filed their annual and balance sheet for 2015, according to data from the MCA 21 system.

Jaitley said that 3, 86,103 companies did not file their balance sheet while 3, 89,503 firms did not submit their annual return.

"As per provisions of the Section 403 of the Companies Act, 2013, any
document can be filed on payment of such additional fee for delay as prescribed within a period of .. 270 days from the date by which it should have been filed," the minister said in another written reply to the Lok Sabha dated

Shareholders Approval Must to Reappoint MDs Above 70 years of age- Bombay High Court

Shareholders Approval Must to Reappoint MDs Above 70 

Companies whose managing director, or whole-time director, has crossed the age of 70 will need shareholders' approval for reappointment. The Bombay High Court recently ruled that a managing director and whole-time director who crossed 70 will be automatically disqualified' and companies will have to call a general meeting of shareholders to pass a special resolution enabling them to stay on. More than 120 listed companies will have to approach minority investors in this regard, according to an ET study.

The Bombay High Court in the ruling earlier this month said managing or whole-time directors cannot continue if they have attained the age of 70 years even if they were appointed under the old Act, said experts.

“The Companies Act 2013 was very clear that a MD/WTD cannot be appointed or continues after appointment if he has attained an age of 70 years. The confusion was whether this requirement will apply to appointments that were made prior to the Companies Act 2013 coming into force,“ said Dolphy D'Souza, partner in Indian member firm of EY Global.

The case was pertaining to a listed company Ultramarine & Pigments versus Sridhar Sundararajan, an investor. Sundararajan argued that Rangaswamy Sampath who was appointed as the chairman and managing director of the company on August 1, 2012 for a period of 5 years, cannot continue as CMD upon completion of 70 years on 11November 2014.

The single bench of Bombay High Court in November 2015 ruled in favour of the company. However, it was quashed by divisional bench of Bombay High Court on February 8, 2016. Companies will also need to justify the reappointment of these top officials beyond 70 years, as per the Companies Act 2013. Companies, including Auro bindo Pharma, Supreme Indu stries, Jagran Prakashan, Jy othy Laboratories, Gujarat Fluorochemicals, Vardhman Textile and Atul, among others, will soon have to pass a special resolution in this regard.

MP Taparia, managing direc tor of Supreme Industies; N Srinivasan, MD of India Cements; Premchand Godha, CMD of IPCA Lab, and MP Ra machandran, CMD of Jyothy Laboratories and Nimesh Kampani of JM Financial are among the prominent company heads who may need to app roach shareholders. “

“The provision of section 196 (3)(a) of CA, 2013 applies to those who were appointed as MD or whole-time director before or after 1 April 2014. The said provision does not permit passing of a special resolution prior to expiry of the term during the term, to ensure continuation beyond 70 years.

Courtesy- Economic Times , New Delhi

PAN NUMBER of Banks required for filing form CHG-1 with MCA

PAN NUMBER of Banks required for filing  form CHG-1 with MCA

Name of the Bank	PAN Number
Axis Bank	AAACU2414K
Bank of Baroda	AAACB1534F
BMW India Financial Services Private Limited	AADCB8986G
HDFC Bank Limited	AAACH2702H
ICICI Bank Limited	AAACI1195H
Indian Overseas Bank	AAACI1223J
L&T Fin Corp Limited	AAACI4598Q
L&T Infrastructure Finance Company Limited	AABCL2283L
Oriental Bank of Commerce	AAACO0191M
PNB Housing Finance Limited	AAACP3682N
Power Finance Corporation Limited	AAACP1570H
Punjab & Sind Bank	AAACP1206G
Punjab National Bank	AAACP0165G
State Bank of Hyderabad	AGCPB9929M
State Bank of India	AAACS8577K
Syndicate  Bank	AACCS4699E
TATA Motors Finance Limited	AACCT4644A
The Hong Kong Shanghai Banking Corporation Limited	AAACT2786P
UCO Bank	AAACU3561B
Vijaya Bank	AAACV4791J