MEMO - MEMORANDUM REGARDING DELEGATED LEGISLATION - COMPANIES BILL, 2011

MEMORANDUM REGARDING DELEGATED LEGISLATION

Sub-clause (3) of clause 1 proposes to empower the Central Government to prescribe different dates to be appointed for bringing into force different provisions of the Act.

Item (f) of sub-clause (4) of clause 1 proposes to empower the Central Government to specify any body corporate to which provisions of the Act shall apply subject to exceptions, modifications or adaptations.

Sub-clause (1) of clause 2 proposes to empower the Securities and Exchange Board of India to specify the salient features of a prospectus to be contained in an abridged prospectus.

Item (ii) of sub-clause (11) of clause 2 proposes to empower the Central Government to specify by notification any other body corporate not to be a body corporate or corporation.

Item (iv) of sub-clause (13) of clause 2 proposes to empower the Central Government to prescribe items of cost for companies covered under clause 148.

Item (ii) of sub-clause (29) of clause 2 proposes to empower the Central Government to notify any district court to exercise all or any of the jurisdictions conferred upon the High Court.

Sub-clause (31) of clause 2 proposes to empower the Central Government to prescribe in consultation with the Reserve Bank of India any categories of amount which shall not be included in deposits.

Item (iv) of sub-clause (51) of clause 2 empower the Central Government to prescribe any officer to be key managerial personnel of a company.

Sub-clause (68) of clause 2 proposes to empower the Central Government to prescribe higher amount of paid-up share capital in case of a private company.

Item (b) of sub-clause (71) of clause of 2 proposes to empower the Central Government to prescribe higher amount of paid-up share capital in case of a public company.

Item (v) of sub-clause (72) of clause 2 proposes to empower the Central Government to notify institutions to be public financial institutions.

Item (ix) of sub-clause (76) of clause 2 proposes to empower the Central Government to prescribe any other person as a related party with reference to a company.

Item (iii) of sub-clause (77) of clause 2 proposes to empower the Central Government to prescribe the manner in which a person may become relative of any other person.

Item (i) of sub-clause (85) of clause 2 proposes to empower the Central Government to prescribe any higher amount of paid-up share capital in case of company to be treated as a ‘small company’.

Item (ii) of sub-clause (85) of clause 2 proposes to empower the Central Government to prescribe any higher amount of turnover in case of a company to be treated as a ‘small company’.

Proviso to item (ii) sub-clause (87) of clause 2 proposes to empower the Central Government to prescribe any class or classes of companies which shall not have layers of subsidiaries beyond such number as may be prescribed.

Proviso 1 to 4 to sub-clause (1) of clause 3 propose to empower the Central Government to prescribe form of written consent of nominee of sole member, manner of withdrawal of consent by nominee, manner of giving notice regarding change of nominee by sole member and manner of intimating to registrar about such nominations or changes therein.

Item (b) of sub-clause (3) of clause 4 proposes to empower the Central Government to prescribe any words on expression which may be part of the name of a company.

Sub-clause (4) of clause 4 proposes to empower the Central Government to prescribe the form, manner and fees required for making an application to Registrar for keeping a name reserved by a company.

Sub-clause (2) of clause 5 proposes to empower the Central Government to prescribe matters which may be included in the articles.

Sub-clause (5) of clause 5 proposes to empower the Central Government to prescribe form and manner of giving notice to registrar regarding entrenched articles.

Item (a) of sub-clause (1) of clause 7 proposes to empower the Central Government to prescribe the manner in which the memorandum shall be signed by all the subscribers.

Item (b) of sub-clause (1) of clause 7 proposes to empower the Central Government to prescribe form of declaration in which an advocate, Chartered Accountant, Cost Accountant or Company Secretary or director, manager, etc., engaged in the formation of a company, shall declare that all requirements of the Act and rules in respect of registration and the matters precedent or incidental thereto have been complied with.

Item (e) of sub-clause (1) of clause 7 proposes to empower the Central Government to prescribe the items for proof of identity of a subscriber to the memorandum of a company.

Item (f) of sub-clause (1) of clause 7 empower the Central Government to prescribe the particulars of the persons mentioned in the articles as the first directors of the company.

Item (g) of sub-clause (1) of clause 7 proposes to empower the Central Government to prescribe the form and manner in which the consent to act as first directors of the company and the particulars of the interests of persons mentioned in the articles.

Sub-clause (1) of clause 8 proposes to empower the Central Government to prescribe the manner and conditions for issuing licence to a company to be formed for charitable objects, etc.

Sub-clause (2) of clause 7 proposes to empower the Central Government to prescribe the form of certificate of incorporation of a company.

Sub-clause (6) of clause 8 empower the Central Government by Order to revoke license granted to a company registered under clause 8 if company contravenes any requirement of this Clause and further direct the company to add word ‘Limited’ or ‘Private Limited’ to its name.

Item (a) sub-clause (1) of clause 11 proposes to empower the Central Government to prescribe a form of declaration and manner of its verification to be filed by a director or subscriber in respect of payment of value of shares for which they have agreed as their subscription.

Sub-clause (2) of clause 12 proposes to empower the Central Government to prescribe the manner in which the verification of the company’s registered office is to be made.

Item (d) of sub-clause (3) of clause 12 proposes to empower the Central Government to prescribe the documents on which the company is to get its name printed.

Sub-clause (4) of clause 12 proposes to empower the Central Government to prescribe the manner for verification of change in the situation of the company’s registered office.

Proviso to Sub-clause (5) of clause 12 proposes to empower the Central Government to prescribe the manner in which application shall be made for change of registered office from jurisdiction of one registrar to another with in the same state.

Sub-clause (4) of clause 13 proposes to empower the Central Government to prescribe form and manner of application for approval for change of registered from one state to another.

Sub-clause (7) of clause 13 proposes to empower the Central Government to prescribe time and manner in which the company has to file the order of the Central Government approving the alteration involving transfer of registered office of a company from one State to another with the Registrar of each State.

Item (i) to sub-clause (8) to clause 13 proposes to empower the Central Government to prescribe details in respect of resolution to be published in newspapers in case of change of objects by a Company which has raised money from public.

Item (ii) to sub-clause (8) to clause 13 proposes to empower SEBI to make regulations regarding exit opportunity to be given to dissenting share holders.

Sub-clause (2) of clause 14 proposes to empower the Central Government to prescribe the manner in which copy of altered Articles of Association are to be filed with the Registrar.

Sub-clause (1) of clause 17 proposes to empower the Central Government to prescribe fee, which members are required to pay to the company for sending a copy of the memorandum, articles, agreements and resolutions referred to in clause 117, on his request.

Sub-clause (1) of clause 20 proposes to empower the Central Government to prescribe the electronic modes and other modes in which the documents can be served on a company or an officer thereof.

Sub-clause (2) of clause 20 proposes to empower the Central Government to prescribe the electronic modes and other modes in which the documents can be served to the Registrar or an any member of the company.

Sub-item (i) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe such other persons whose names, etc., are to be given in prospectus.

Sub-item (ii) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe time for issue of allotment letters and refunds, etc., relating to issue of securities.

Sub-item (iii) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribed manner of disclosure about details of monies, i.e. utilised and unutilised out of previous issue.

Sub-item (v) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe the other persons whose consent is required for issue of prospectus.

Sub-item (viii) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe capital structure of the company, in prospectus.

Sub-item (ix) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe such other main objects of public offer, terms of the present issue and other particulars which are to be given in prospectus.

Sub-item (xiii) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe details of directors including their appointments and remuneration and extent of their interests in the company, in prospectus.

Sub-item (xiv) of item (a) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe manner of discloser about sources of promoter contribution.

Sub-item (i) of item (b) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe this in addition to reports of the auditor of the company with respect to profit, loss, assets and liabilities of the company, in prospectus.

Sub-item (ii) of item (b) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe matters relating to company’s subsidiaries, in prospectus.

Proviso to Sub-item (ii) of item (b) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribed manner to set out the prospectus for a company whose period of five years has not elapsed from the date of incorporation.

Sub-item (iii) of item (b) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe the manner in which reports are to be made by the auditors for last five financial years in prospectus.

Item (d) of sub-clause (1) of clause 26 proposes to empower the Central Government to prescribe matters and reports to be included in prospectus issued by a company in addition to information required under this section.

Proviso to sub-clause (1) of clause 27 proposes to empower the Central Government to prescribe details to be included in notice in reference of resolution relating to varying the terms of a contract.

Sub-clause (1) of clause of 28 proposes to empower the Central Government to prescribe the procedure with respect to offer of shares by existing numbers to the public.

Item (b) of sub-clause (1) of clause 29 proposes to empower the Central Government to prescribe the class or classes of public companies which shall issue the securities in dematerialised form only.

Sub-clause (2) of clause 31 proposes to empower the Central Government to prescribe changes, which have occurred in the first offer of the security and the succeeding offer of securities to be included in information memorandum.

Sub-clause (3) of clause 39 proposes to empower the Central Government to prescribe the manner and time within which the amount received shall be returned if the minimum amount has not been subscribed within time specified. This sub-clause also empowers SEBI to prescribe period within which minimum amount can be subscribed.

Sub-clause (4) of clause 39 proposes to empower the Central Government to prescribe the manner in which a return of allotment has to be filed with the Registrar by companies.

Item (b) of sub-clause (3) of clause 40 proposes to empower the Securities and Exchange Board of India to specify time, in which the monies received from applicant in pursuance of the prospectus, has to be returned.

Sub-clause (6) of clause 40 proposes to empower the Central Government to prescribe the conditions on which a company may pay commission to any person for subscription to its securities.

Clause 41 proposes to empower the Central Government to prescribe conditions and manner in which a company may issue depository receipts to be dealt in depository mode in any foreign country.

Sub-clause (1) of clause 42 proposes to empower the Central Government to prescribe form and manner of making an offer of private placement by a company.

Item (a) of sub-clause (2) proposes to empower the Central Government to prescribe number of persons to whom private placement offer can be made and conditions with regard to private placement offer.

Item (b) of sub-clause (2) proposes to empower the Central Government to prescribe the investment size amount to be allowed under any private placement offer.

Sub-clause (7) proposes to empower the Central Government to prescribe the manner of record of offers to be kept by a company with regard to offers made in clause 42.

Sub-clause (9) proposes to empower the Central Government to prescribe manner of filing with the registrar a return of allotment and to prescribe the information which may be included in the list of security holders who have been allotted securities under this clause.

Sub-Item (ii) of item (a) of clause 43 proposes to empower the Central Government to prescribe rules regarding equity share capital with different rights as to dividend voting or other wise which may be issued by companies.

Sub-clause (3) of clause 46 proposes to empower the Central Government to prescribe the manner of issue of a share certificate or the duplicate thereof the form of such certificate and the particulars to be entered in the register of members and other matters.

Sub-clause (3) of clause 52 proposes to empower the Central Government to prescribe class of companies and the accounting standards which may be complied with by such companies which may apply securities premium account for the purposes provided in this clause.

Item (d) of sub-clause (1) of clause 54 proposes to empower the Central Government to prescribe rules for issuing sweat equity shares by unlisted companies.

Sub-clause (2) of clause 55 proposes to empower the Central Government to prescribe conditions for issuing and redeeming preferential shares which are liable to be redeemed after 20 years.

First proviso to sub-clause (2) of clause 55 proposes to empower the Central Government to prescribe the percentage of shares which shall be redeemed on an annual basis by companies engaged in infrastructure projects.

Item (d) of second proviso of sub-clause (2) of clause 55 proposes to empower the Central Government to prescribe a class of companies and accounting standards prescribed for such companies under clause 133, in whose case securities premium account shall not be allowed for redemption of preference shares.

Sub-clause (1) of clause 56 proposes to empower the Central Government to prescribe share transfer form.

Sub-clause (3) of clause 56 proposes to empower the Central Government to prescribe the manner of notice of the application to be given by a company to the transferee in case of transfer of partly paid shares.

Sub-clause (1) of clause 59 proposes to empower the Central Government to prescribe the form in which an application is to be made to the Tribunal for rectification of register of members and also proposes to empower Central Government to notify competent court outside India in respect of foreign members or debenture holders residing outside India.

Item (b) of sub-clause (1) of clause 61 proposes to empower the Central Government to prescribe manner of making application to tribunal regarding consolidation and division of share capital.

Item (b) of sub-clause (1) of clause 62 proposes to empower the Central Government to prescribe conditions with respect to issue of shares to employees under the scheme of employee stock option.

Item (c) of sub-clause (1) of clause 62 proposes to empower the Central Government to prescribe the conditions for valuation report of a registered valuer to determine the price of shares.

Item (f) of sub-clause (2) of clause 63 proposes to empower the Central Government to prescribe conditions which shall be followed by a company before issuing bonus shares.

Sub-clause (1) of clause 64 proposes to empower the Central Government to prescribe the form for filing notice for alteration of share capital to the Registrar.

Item (b) of sub-clause (3) of clause 67 proposes to empower the Central Government to prescribe the requirements with regard to scheme for purchase / subscription of shares to be held by trustees for the benefit of employees. Proviso to item (c) of sub-clause (3) of clause 67 empowers Central Government to prescribe the manner of disclosure in respect of voting rights not exercised directly by employees.

Proviso to item (d) of sub-clause (2) of clause 68 proposes to empower the Central Government to notify ratio of debt to capital and free reserves for a class or classes of companies.

Item (g) of sub-clause (2) of clause 68 proposes to empower the Central Government to prescribe rules for buy-back of securities by a company, which is not listed with any stock exchange.

Sub-clause (6) of clause 68 proposes to empower the Central Government to prescribe the form of declaration of solvency by directors of a company.

Sub-clause (9) of clause 68 proposes to empower the Central Government to prescribe particulars to be entered in register maintained regarding securities bought back by a company.

Sub-clause (10) of clause 68 proposes to empower the Central Government to prescribe particulars to be filed, by a company, with Registrar of Companies and Securities and Exchange Board of India after completion of buy-back of securities.

Explanation I to clause 68 proposes to empower the Central Government to notify securities as specified securities other than employees’ stock option.

Sub-clause (3) of clause 71 proposes to empower the Central Government to prescribe terms and conditions with respect to issue of secured debentures.

Sub-clause (5) of clause 71 proposes to empower the Central Government to prescribe the conditions for governing the appointment of trustees for issue of debentures by a company.

Sub-clause (6) of clause 71 proposes to empower the Central Government to prescribe rules for debenture trustee to redress grievances of debenture holders.

Sub-clause (13) of clause 71 proposes to empower the Central Government to prescribe procedure for securing of the issue of debentures, the form of debenture trust deed, the quantum of debenture redemption reserve required to be created, the procedure for debenture holder to inspect trust deed and to obtain copies thereof and other related matters.

Sub-clause (1) of clause 72 proposes to empower the Central Government to prescribe the manner in which a holder of shares or debentures of a company may nominate any person to whom his shares or debentures shall vest in the event of his death.

Sub-clause (2) of clause 72 proposes to empower the Central Government to prescribe the manner in which joint holder of shares and debentures may nominate any person in case of death of all the joint holders.

Sub-clause (3) of clause 72 proposes to empower the Central Government to prescribe the manner in which a nomination is to be varied or cancelled.

Sub-clause (4) of clause 72 proposes to empower the Central Government to prescribe the manner in which any person may be appointed and become entitled to the shares or debentures of the company, in the event of the death of the nominee during his minority.

Sub-clause (2) of clause 73 proposes to empower the Central Government to make rules in consultation with the Reserve Bank of India with respect to acceptance of deposits by a company from members.

Item (a) of sub-clause (2) of clause 73 proposes to empower the Central Government to prescribe the form and manner in which particulars are to be contained in circular to members of company for inviting deposits.

Item (d) of sub-clause (2) of clause 73 proposes to empower the Central Government to prescribe the manner and extent for providing insurance against deposits.

Sub-clause (1) of clause 76 proposes to empower the Central Government to prescribe the amount of networth or turnover for public companies which may accept deposits from public. It also seeks to empower Central Government to prescribe rules, in consultation with Reserve Bank of India, to be complied with by companies accepting public deposits. Second proviso to this sub-clause empowers the Central Government to make rules regarding creation of charge on its assets by a company against deposits being accepted from public.

Sub-clause (1) of clause 77 proposes to empower the Central Government to prescribe the form and manner in which a charge can be created and the fee to be paid to the Registrar.

Proviso of sub-clause (1) of clause 77 proposes to empower the Central Government to prescribe additional fee on payment of which an application for registering charges can be made within a period of three hundred days.

Sub-clause (2) of clause 77 proposes to empower the Central Government to prescribe the form and manner in which certificate of registration of charges is to be issued by Registrar of Companies to the company or person in whose favour the charge is created.

Clause 78 proposes to empower the Central Government to prescribe the form and manner in which a person in whose favour the charge is created may apply for registration of charge when company fails to do so and also the fee which Registrar may charge for such registration.

Sub-clause (1) of clause 81 proposes to empower the Central Government to prescribe the form and particulars to be included in register of charges to be kept by the Registrar.

Sub-clause (2) of clause 81 proposes to empower the Central Government to prescribe fee to be paid by a person for inspecting the register of charges kept by the Registrar.

Sub-clause (1) of clause 82 proposes to empower the Central Government to prescribe the form in which a company shall intimate the Registrar of the payment or satisfaction of charges.

Sub-clause (2) of clause 82 proposes to empower the Central Government to specify the notice to call upon the show cause notice to be sent to the charge holder within not exceeding fourteen days by Registrar as to why payment or satisfaction in full should not be recorded as intimated to Registrar.

Sub-clause (1) of clause 84 proposes to empower the Central Government to prescribe fee for registering particulars of the receiver, person or instrument with the Registrar.

Sub-clause (1) of clause 85 proposes to empower the Central Government to prescribe the form and manner of register of charges and floating charges to be kept by a company at its registered office and the particulars to be incorporated in the Register.

Item (b) of sub-clause (2) of clause 85 proposes to empower the Central Government to prescribe fee for inspecting the register of charges by a person other than a member or creditor.

Sub-clause (1) of clause 88 proposes to empower the Central Government to prescribe the form and manner in which following registers are to be maintained.

Sub-clause (4) of clause 88 proposes to empower the Central Government to prescribe the manner in which part of the register referred to in sub-clause (1) of clause 88 called “foreign register” is to be kept in any country outside India.

Sub-clause (1) of clause 89 proposes to empower the Central Government to prescribe he form and time of declaration by a person to the company who does not hold the beneficial interests in shares but whose name is there as a member in the register of members of the company, specifying the name and other particulars of the person who holds the beneficial interest in such shares.

Sub-clause (2) of clause 89 proposes to empower the Central Government to prescribe particulars to be included in declaration to the company by a person who holds or acquires a beneficial interest in the shares of a company but whose name is not there in the register of members of the company.

Sub-clause (3) of clause 89 proposes to empower the Central Government to prescribe the form and particulars to be included therein in case of any change in a declaration made by a person under sub-clause (1) or sub-clause (2) of clause 89.

Sub-clause (4) of clause 89 proposes to empower the Central Government to make rules to provide manner of holding and disclosing beneficial ownership.

Sub-clause (6) of clause 89 proposes to empower the Central Government to prescribe the form of return in which declarations made under this clause shall be filed by the Company with the Registrar.

Sub-clause (1) of clause 91 proposes to empower the Central Government to prescribe the manner of notice to be given to members of a company before closing the register of members or debenture holders or other security holders.

Sub-clause (1) of clause 92 proposes to empower the Central Government to prescribe form containing the particulars in respect of annual return.

Item (i) of sub-clause (1) of clause 92 proposes to empower the Central Government to prescribe matters relating to certification of compliances and disclosers to be included in the annual return.

Item (j) of sub-clause (1) of clause 92 proposes to empower the Central Government to prescribe details in respect of shares held by or on behalf of the Foreign Institutional Investors to be included in the annual return.

Item (k) of sub-clause (1) of clause 92 proposes to empower the Central Government to prescribe other matters which may be included in the annual return.

Sub-clause (2) of clause 92 proposes to empower the Central Government to prescribe the amount of paid up capital and turnover of a company whose annual return shall be certified by a company secretary in practice. It also empowers Central Government to prescribe form of certificate to be given by such company secretary.

Sub-clause (3) of clause 92 proposes to empower the Central Government to prescribe the extracts of the annual return that shall form part of the Board’s Reports.

Sub-clause (4) of clause 92 proposes to empower the Central Government to prescribe fee and additional fee for filing annual return with the Registrar.

Clause 93 proposes to empower the Central Government to prescribe the form of a return to be filed with Registrar with respect of change in number of shares held by promoters and top 10 Shareholders.

Second proviso of sub-clause (1) of clause 94 proposes to empower the Central Government to prescribe the period for which registers, returns and records are required to be kept.

Sub-clause (2) of clause 94 proposes to empower the Central Government to prescribe fee for inspecting the registers maintained under sub-clause (1) of clause 88 by a person who is not a member or a debenture holder of company.

Item (b) of sub-clause (3) of clause 94 proposes to empower the Central Government to prescribe fee for a copy of registers or entries or returns maintained under sub-clause (1) of clause 88.

Sub-clause (1) of clause 101 proposes to empower the Central Government to prescribe the manner of notice to be given for calling a general meeting of the company.

Third proviso of sub-clause (1) of Clause 105 proposes to empower the Central Government to prescribe a class or classes of companies whose member shall not appoint proxy.

Fourth proviso of sub-clause (1) of clause 105 proposes to empower the Central Government to prescribe the number of members and number of shares for which a person may act as proxy.

Sub-clause (7) of clause 105 proposes to empower the Central Government to prescribe the form of proxy.

Clause 108 proposes to empower the Central Government to prescribe the class or classes of companies and manner in which a member may exercise his right to vote at a meeting by electronic means.

Item (a) of sub-clause (1) of clause 109 proposes to empower the Central Government to prescribe higher amount (not less than Rs. 5 lakh ) of paid-up share capital to be held by members for being eligible to demand poll.

Sub-clause (5) of clause 109 proposes to empower the Central Government to prescribe the manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon.

Sub-clause (1) of clause 110 proposes to empower the Central Government to prescribe the manner and notify the matters on which a business can be transacted at a general meeting through postal ballot.

Clause 115 proposes to empower the Central Government the manner in which notice shall be given by a Company to its member for resolutions requiring special notice.

Item (h) of sub-clause (3) of clause 117 proposes to empower the Central Government to prescribe any other resolutions or agreements which are to be filed with the Registrar.

Sub-clause (1) of clause 118 proposes to empower the Central Government to prescribe the manner in which, minutes of proceedings of every general meeting, meeting of creditors, resolution passed by postal ballot and meetings of the Board and any of its committees shall be prepared and signed.

Sub-clause (2) of clause 119 proposes to empower the Central Government to prescribe fee for furnishing a copy of minutes of any general meeting to any member of the company.

Item (b) of clause 120 proposes to empower the Central Government to prescribe form and manner of keeping or inspecting or giving copies of any document, record or register or minutes.

Sub-clause (1) of clause 121 proposes to empower the Central Government to prescribe the manner in which a report on annual general meeting shall be prepared.

Sub-clause (2) of clause 121 proposes to empower the Central Government to prescribe fee and additional fee to be paid by the company for filing report on AGM with the Registrar.

Second proviso of item (b) of sub-clause (1) of clause 123 proposes to empower the Central Government to make rules with regard to declaration of dividends out of post profits (transferred to reserves).

Sub-clause (2) of clause 124 proposes to empower the Central Government to prescribe the form and manner and other particulars of placing of statement referred to in such clause on website of the company or any other website approved by the Central Government.

Sub-clause (5) of clause 124 proposes to empower the Central Government to prescribe the form of statement to be filed by company with authority administering the fund on transfer of unpaid money to Investor’s Education and Protection Fund.

Sub clause (6) of clause 124 proposes to empower the Central Government to prescribe details to be included in the statement to be sent by company to authority at the time of transfer of shares in respect of which unpaid/unclaimed dividend has been transferred to fund.

Item (n) of sub-clause (2) of clause 125 proposes to empower the Central Government to prescribe other amounts which shall be transferred to Investor Education and Protection Fund.

Sub-clause (3) of clause 125 proposes to empower the Central Government to prescribe rules for utilisation of Investor's Education and Protection Fund.

Sub-clause (6) of clause 125 proposes to empower the Central Government to prescribe rules for manner of administration of fund, appointment of Chairpersons and CEO and holding of meetings of authority.

Sub-clause (7) of clause 125 proposes to empower the Central Government to prescribe rules for providing to authority offices, officers and employees and other resources.

Sub-clause (8) of clause 125 proposes to empower the Central Government to prescribe the form in which authority shall maintain separate accounts and other relevant records after consulting Comptroller and Auditor-General of India.

Sub-clause (11) of clause 125 proposes to empower the Central Government to prescribe the form and time for preparing annual report by the authority giving a full account of its activities during the financial year.

Second proviso of sub-clause (1) of clause 128 proposes to empower the Central Government to prescribe the manner in which books of account can be kept in electronic mode.

Sub-clause (3) of clause 128 proposes to empower the Central Government to prescribe the conditions for making available financial information maintained outside the country.

First proviso of sub-clause (3) of clause 129 proposes to empower the Central Government to prescribe statement containing salient features of the financial statement of the subsidiary of a company to be attached along with the financial statement of the company.

Second proviso of sub-clause (3) of clause 129 proposes to empower the Central Government to prescribe manner of consolidation of accounts of companies.

Sub-clause (1) of clause 131 proposes to empower the Central Government to prescribe the form and manner of application to be made by a company for obtaining approval of Tribunal.

Sub-clause (3) of clause 131 proposes to empower the Central Government to prescribe rules for steps which may be taken by directors in relation to revised financial statements.

Item (ii) of sub-clause (2) of clause 132 proposes to empower the Central Government to prescribe the manner in which National Financial Reporting Board shall monitor and enforce the compliance of accounting and auditing standards.

Item (iii) of sub-clause (2) of clause 132 proposes to empower the Central Government to prescribe other related matters for overseeing by National Financial Reporting Board.

Item (iv) of sub-clause (2) of clause 132 proposes to empower the Central Government to prescribe such other functions to be performed by National Financial Reporting Board.

Sub-clause (3) of clause 132 proposes to empower the Central Government to prescribe the composition, qualification of Chairperson of National Financial Reporting Board and intimation to be made by the Central Government and members.

Item (i) of sub-clause (4) of clause 132 proposes to empower the Central Government to prescribe class of bodies corporate or persons for which the National Financial Reporting Authority shall have the power to investigate the matters of professional misconduct and also to prescribe the manner of such investigation. This item also empowers the Central Government to prescribe any other profession in addition to Chartered Accountant, Cost and Works Accountant, Company Secretary to which these provisions may apply.

Item (iii) of sub-clause (4) of clause 132 proposes to empower the Central Government to prescribe the manner in which any person aggrieved by any order of the National Financial Reporting Authority shall appeal before the Appellate authority.

Sub-clause (5) of clause 132 proposes to empower the Central Government to prescribe the rules for procedure in respect to transaction of business at meetings of National Financial Reporting Authority.

Sub-clause (6) of clause 132 proposes to empower the Central Government to prescribe the terms and conditions of service of secretary and employees of National Financial Reporting Authority.

Sub-clause (8) of clause 132 proposes to empower the Central Government in consultation with the comptroller and Auditor-General of India to prescribe form and manner of maintenance of books of account and other books by National Financial Reporting Authority.

Sub-clause (10) of clause 132 proposes to empower the Central Government to prescribe the form and time for preparing Annual Report by National Financial Reporting Authority giving full account of its activities during the financial year.

Clause 133 proposes to empower the Central Government to prescribe standards of accounting or any addendum thereto.

Item (h) of sub-clause (3) of clause 134 proposes to empower the Central Government to prescribe the form for particulars of contracts or arrangements with related parties to be included in Board’s Report.

Item (m) of sub-clause (3) of clause 134 proposes to empower the Central Government to prescribe the manner of conservation of energy, technology absorption, foreign exchange earnings and outgo to be included in Board Report.

Item (p) of sub-clause (3) of clause of 134 proposes to empower the Central Government to prescribe the sum of paid up share capital of public companies which shall be required to include a statement of formal annual evaluation in the Board’s Report.

Item (q) of sub-clause (3) of clause 134 proposes to empower the Central Government to prescribe other matters which may be included in Board’s Report.

Item (a) of sub-clause (4) of clause 135 proposes to empower the Central Government to prescribe the manner of disclosure of contents of Corporate Social Responsibility Policy in the Board’s Report and on the company’s website.

First Proviso to sub-clause (1) of clause 136 proposes to empower the Central Government to prescribe the form of Statement containing salient features of documents referred to in this sub-clause.

Second Proviso to sub-clause (1) of clause 136 proposes to empower the Central Government to prescribe the net worth and turnover of companies and manner in which such company shall circulate their Financial Statements.

Sub-clause (1) of clause 137 proposes to empower the Central Government to prescribe the manner to file the financial statements with the Registrar within thirty days of the date of annual meeting of the company alongwith filing fee.

Second proviso to sub-clause (1) of clause 137 proposes to empower the Central Government to prescribed such additional fees for filing of the financial statements adopted in adjourned annual general meeting.

Sub-clause (2) of clause 137 proposes to empower the Central Government to prescribe the manner of filing (with the Registrar) the financial statements and where annual general meeting has not been held, along with the statement of facts indicating the reasons for not holding the annual general meeting.

Sub-clause (1) of clause 138 proposes to empower the Central Government to prescribe class of companies which shall be required to appoint internal auditor.

Sub-clause (2) of clause 138 proposes to empower the Central Government to prescribe rules regarding manner and intervals in which internal audit shall be conducted and reported to Board.

First proviso of sub-clause (1) of clause 139 proposes to empower the Central Government to prescribe the conditions for making an appointment of an auditor in a company.

Sub-clause (2) of clause 139 proposes to empower the Central Government to prescribe class or classes of companies to which requirement regarding rotation of auditors shall be applicable.

Sub-clause (4) of clause 139 proposes to empower the Central Government to prescribe manner in which the companies shall rotate their Auditors in pursuance of sub-clause (2) of clause 139.

Sub-clause (1) of clause 140 proposes to empower the Central Government to prescribe manner in which approval shall be obtained for removal of an auditor before his term.

Sub-clause (2) of clause 140 proposes to empower the Central Government to prescribe form of statement to be file by auditor who has resigned.

Sub-item (i) of item (d) of sub-clause (3) clause 141 proposes to empower the Central Government to prescribe such sum beyond which a person or his relative or partner shall not hold any securities or interests of the company or its subsidiary, etc., for being eligible for appointment as an auditor of a company.

Sub-item (ii) of item (b) of sub-clause (3) of clause 141 proposes to empower the Central Government to prescribe the amount beyond which the auditor cannot be indebted to the company or its subsidiary, holding or associate company in order to be eligible to be appointed as an auditor.

Sub-item (iii) of item (d) of sub-clause (3) of clause 141 proposes to empower the Central Government to prescribe the amount given by a person or his relative or partner as a guarantee or security in connection with the indebtedness of any third person to the company or its subsidiary, or its holding or associate company or a subsidiary of such holding company which shall disqualify a person from being appointed as an auditor of the company.

Item (e) of sub-clause (3) of clause 141 proposes to empower the Central Government to prescribe the business relationships which if a person has with the company or its subsidiary, or its holding or associate company, or a subsidiary of such holding company shall not be appointed as an auditor of the company.

Item (g) of sub-clause (3) of clause 141 proposes to empower the Central Government to prescribe the number of companies beyond which a person shall not be appointed as an auditor of the company.

Sub-clause (2) of clause 143 proposes to empower the Central Government to prescribe the matters, which an auditor shall include in its report to the members of the company.

Item (j) of sub-clause (3) of clause 143 proposes to empower the Central Government to prescribe additional matters to be included in auditors’ report.

Sub-clause (8) of clause 143 proposes to empower the Central Government to prescribe the powers and duties of branch auditors or company’s auditor with reference to the audit of branch offices of a company.

Sub-clause (10) of clause 143 proposes to empower the Central Government to prescribe the standards of auditing of any addendum thereto.

Sub –clause (12) of clause 143 proposes to empower the Central Government to prescribe the time and manner in which the auditor shall report the matters relating to frauds in a company to the Central Government.

Sub-clause (i) of clause 144 proposes to empower the Central Government to prescribe other kind of services which shall not be provided by an auditor.

Sub-clause (1) of clause 148 proposes to empower the Central Government to prescribe goods and services, productions/provisions of which shall require the companies producing/ providing them to include/ maintain cost records in the books of account.

Sub-clause (1) of clause 148 proposes to empower the Central Government to prescribe the items of cost to be included in the books of account kept by specified class of companies.

Sub-clause (2) of clause 148 proposes to empower the Central Government to prescribe amount of networth or turnover in respect of companies required to maintain cost records so that companies having networth or turnover beyond such amount are covered in the class for which cost audit may be directed by the Central Government. It also proposes to empower Central Government to specify the manner in which audit of cost records of a company shall be conducted.

Sub-clause (3) of clause 148 proposes to empower the Central Government to prescribe the manner in which a Cost Accountant shall be appointed in a company. Second proviso to item (b) of sub-clause (1) of clause 149 proposes to empower the Central Government to prescribe class or classes of companies who shall have at least one woman director.

Sub-clause (3) of clause 149 proposes to empower the Central Government to prescribe minimum number of independent directors in any class or classes of public companies.

Item (d) of sub-clause (5) of clause 149 proposes to empower the Central Government to prescribe amount beyond which having pecuniary relationship with the company, its holding, subsidiary company, etc., will make a person in-eligible for appointment as independent director.

Sub item (f) of Sub-clause (5) of clause 149 proposes to empower the Central Government to prescribe other qualification for a person to be appointed as independent director.

Sub-clause (1) of clause 150 proposes to empower the Central Government to notify any body, institute or association to maintain data bank containing particular of the independent directors from where an Independent director may be selected.

Sub-clause (3) of clause 150 proposes to empower the Central Government to prescribe the rules in accordance with which data bank shall be created and maintained.

Clause 151 proposes to empower the Central Government to prescribe terms and conditions and manner in which a listed company may have one director elected by such small shareholders.

Explanation to clause 151 proposes to empower the Central Government to prescribe the sum of nominal value up to which holding of shares shall make a person as a “small shareholders”.

Sub-clause (5) of clause 152 proposes to empower the Central Government to prescribe the manner in which consent given by a director shall be filed with the registrar.

Clause 153 proposes to empower the Central Government to prescribe the form, manner and the fees payable in respect of application for Director Identification Number.

Clause 154 proposes to empower the Central Government to prescribe manner in which Director Identification Number shall be allotted by the Central Government.

Sub-clause (1) of clause 157 proposes to empower the Central Government to specify apart from Registrar any other authority to whom Director Identification Number may be furnished by a company under such sub-clause. This sub-clause also empowers the Central Government to prescribe the form, manner and fees with which intimation regarding Director Identification Number of all its directors shall be furnished by a company to the Central Government.

Sub-clause (1) of clause 160 proposes to empower the Central Government to prescribe the amount higher than one Lakh Rupees which shall be accompanied with notice referred to under such clause.

Sub-clause (2) of clause 160 empowers the Central Government to prescribe the manner in which the company shall inform its members of the candidature of a person for office of director.

Sub-clause (1) of clause 168 proposes to empower the Central Government to prescribe manner, time and form in which Company shall intimate Registrar in respect of notice of resignation given by a director under this sub-clause.

Proviso to sub-clause (1) of clause 168 of the Bill proposes to empower the Central Government to prescribe the manner in which a director himself may forward a copy of his resignation to the Registrar under this clause.

Sub-clause (1) of clause 170 proposes to empower the Central Government to prescribe the particulars in respect of directors and key managerial personnel to be entered in the register required to be kept by the company pursuant to this clause.

Sub-clause (2) of clause 170 proposes to empower the Central Government to prescribe the particulars and documents to be contained in the return to be filed with the Registrar under such sub-clause.

Proviso to sub-clause (1) of clause 173 proposes to empower the Central Government to issue directions by way of notifications, to the effect that provisions in respect of sub- clause (1) shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.

Sub-clause (2) of clause 173 proposes to empower the Central Government to prescribe other audio visual means of communication, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings, which may be used for holding meetings of the Board.

Proviso to sub-clause (2) of clause 173 proposes to empower the Central Government to specify such matters which shall not be dealt with in a meeting of the Board through video conferencing or other audio visual means.

Sub-clause (1) of clause 175 proposes to empower the Central Government to prescribe electronic means through which resolution may be circulated for passing it through circulation.

Sub-clause (1) of clause 177 proposes to empower the Central Government to prescribe class or classes of companies which shall have to constitute an audit committee of the board.

Sub-clause (9) of clause 177 proposes to empower the Central Government to prescribe class or classes of companies which shall establish a vigil mechanisms and the manner in which such mechanism shall be established.

Sub-clause (1) of clause 178 proposes to empower the Central Government to prescribe class or classes of companies in which shall constitute the nomination and remuneration committee of the Board.

Item (k) of sub-clause (3) of clause 179 proposes to empower the Central Government to prescribe other matters in respect of powers which shall be exercised by Board by means of resolution passed at meetings of Board.

Sub-clause (1) of clause 184 proposes to empower the Central Government to prescribe the manner in which a director shall make disclosure in respect of companies, firms and other bodies corporate in which he has any concern or interest.

Sub-clause (6) of clause 186 proposes to empower the Central Government to prescribe class or classes of companies, which are registered under section 12 of Securities and Exchange Board of India Act, 1992, for the purpose of applying the provisions of such sub-clause to them. The clause also empowers the Central Government to prescribe the limits within which such companies shall take inter corporate loans or deposits.

Sub-clause (9) of clause 186 proposes to empower the Central Government to prescribe the particulars which shall be included and the manner in which the register shall be kept by company giving loan or guarantee or providing security or making an acquisition.

Item (b) of sub-clause (10) of clause 186 empower the Central Government to prescribe the fees payable for taking extracts or obtaining copies of any part of register maintained under sub-section (9) by any company.

Sub-clause (12) of clause 186 proposes to empower the Central Government to prescribe rules for the purposes of clause 186.

Sub-clause (3) of clause 187 proposes to empower the Central Government to prescribe the particulars to be contained in the register to be kept by a company in respect of securities, which are not held in its name.

Sub-clause (1) of clause 188 proposes to empower the Central Government to prescribe the conditions subject to which a company may enter into any contract or arrangement referred to in such sub-clause.

First proviso to sub-clause (1) of clause 188 proposes to empower the Central Government to prescribe the lower limit of paid-up capital of a company or the upper limit of transactions of a company for entering into contract or arrangement, except with the prior approval by way of special resolution.

Sub-clause (1) of clause 189 proposes to empower the Central Government to prescribe particulars and manner in which register(s) in respect of contracts or arrangements to which sub-clause (2) of clause 184 or clause 188 applies shall be kept by every company.

Sub-clause (4) of clause 189 proposes to empower the Central Government to prescribe the extent, manner and fees payable for inspection of register and taking copies of extracts therefrom by any member of the company maintained under sub-clause (1).

Sub-item (iv) of item (b) of sub-clause (1) of clause 191 proposes to empower the Central Government to prescribe the particulars, with reference to payment proposed to be made by transferee or person, which are to be disclosed to members in view of provisions of such sub-clause.

Sub-clause (2) of clause 191 proposes to empower the Central Government to prescribe limits or priorities in respect of any payment made by a company to a managing director or whole-time director or manager of the company by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement, which shall not be effected by the provisions of sub-clause (1) of this clause. Second proviso to sub-clause (4) of clause 196 proposes to empower the Central Government to prescribe the form of return regarding appointment of managerial personnel with the Registrar.

First proviso of sub-clause (5) of clause 197 proposes to empower the Central Government to prescribe the maximum amount of fee that a director may receive by way of fee for attending meetings of boards or committees or for any other purpose.

Second proviso to such clause proposes to empower the Central Government to prescribe different fees for different classes of companies and for independent directors.

Sub-clause (12) of clause 197 proposes to empower the Central Government to prescribe details in respect of remuneration of directors to be disclosed in the Board’s Report.

Sub-clause (2) of clause 199 proposes to empower the Central Government to prescribe fee for filing application to the Central Government or tribunal for any approval, sanction, consent, confirmation any direction or exemption in relation to any matter. It also empowers the Central Government to prescribe different fees for different classes of companies.

Item (e) of clause 200 proposes to empower the Central Government to prescribe other matter to which regard shall be had by Central Government while according approval under sections 196 or 197.

Sub-clause (1) of clause 201 proposes to empower the Central Government to prescribe form for making application to the Central Government under chapter XIII.

Sub-clause (1) of clause 203 proposes to empower the Central Government to prescribe class or classes of companies who shall be required to have whole-time key managerial personnel.

Sub-clause (1) of clause 204 proposes to empower the Central Government to prescribe class of companies which shall annex secretarial audit report given by a company secretary in practice with the Board’s report. It also empowers the Central Government to prescribe form of secretarial audit report.

Item (c) of sub-clause (1) of clause 205 proposes to empower the Central Government to prescribe other duties which may be discharged by a company secretary.

Sub-clause (2) of clause 211 proposes to empower the Central Government to prescribe other fields of expertise for appointment of experts in Serious Fraud Investigation Office.

Sub-clause (5) of clause 211 proposes to empower the Central Government to prescribe the terms and conditions of service of director, experts and other officers and employees of Serious Fraud Investigation Office.

Clause 212 (9) proposes to empower the Central Government to prescribe the manner of forwarding of copy of order of arrest of a person and the material in his possession. It also empowers the Central Government to prescribe the periods for which Serious Fraud Investigation Office shall keep such order and material.

Clause 214 proposes to empower the Central Government to prescribe amount which shall be given as security for payment of costs and expenses of investigation. Proviso to sub-clause (11) of clause 217 proposes to empower Central Government to specify the manner in which letter of request shall be transmitted.

Sub-clause (3) of clause 218 proposes to empower the Central Government to prescribe the manner and fees to be paid for preferring an appeal to Appellate Tribunal in case of dissatisfaction with objection raised by Tribunal.

Sub-item (i) of item (c) of sub-clause (2) of clause 230 proposes to empower the Central Government to prescribe the form of creditors’ responsibility statement.

Sub-clause (3) of clause 230 proposes to empower the Central Government to prescribe the other matters which shall be disclosed in the statement apart from the disclosure indicated in the said sub-clause.

First Proviso to sub-clause (3) of clause 230 proposes to empower the Central Government to prescribe the manner in which notice/other documents shall be placed on website and published in newspapers.

Sub-clause (5) of clause 230 proposes to empower the Central Government to prescribe the form in which a notice alongwith accompanied documents shall be sent under sub-clause (3) of the said clause.

Sub-clause (11) of clause 230 proposes to empower the Central Government to prescribe the manner of making takeover offer in case of unlisted companies.

Sub-clause (12) of clause 230 proposes to empower the Central Government to prescribe the manner in which an aggrieved party may appeal to the Tribunal, in the event of any grievances with respect to the takeover offer in case of unlisted companies.

Sub-clause (7) of clause 232 proposes to empower the Central Government to prescribe form and time within which the statement regarding compliance with the order of Tribunal shall be filed.

Sub-clause (1) of clause 233 proposes to empower the Central Government to prescribe class or classes of companies which shall be allowed to follow the provision of such clause for any scheme of merger of amalgamation.

Item (c) of sub-clause (1) of clause 233 proposes to empower the Central Government to prescribe form of declaration of solvency to filed by each company using provisions of this clause.

Sub-clause (2) of clause 233 proposes to empower the Central Government to prescribe the manner in which the transferee company shall file a copy of the approved scheme with the Central Government, Registrar and the Official Liquidator.

Sub-clause (11) of clause 233 proposes to empower the Central Government to prescribe fees due on revised capital for filing an application with the Registrar along with the scheme registered and indicating the revised authorised capital.

Sub-clause (1) of clause 234 proposes to empower the Central Government to notify the names of countries to which the provisions of the Chapter shall apply.

Sub-clause (1) of clause 235 proposes to empower the Central Government to prescribe the manner in which the notice is to be given by the transferee company to any dissenting shareholder that the transferee company desires to acquire his shares.

Sub-clause (2) of clause 236 proposes to empower the Central Government to prescribe the rules for determining the price for buying of equity shares from the minority shareholders.

Sub-clause (3) of clause 236 proposes to empower the Central Government to prescribe the rules for determining the price for buying of equity shares from the majority shareholders.

Sub-clause (3) of clause 237 proposes to empower the Central Government to prescribe the authority for assessment of compensation to be paid to the member or creditor by the transferee company.

Item (a) of sub-clause (1) of clause 238 proposes to empower the Central Government to prescribe the information and the manner in which every circular containing the offer shall be accompanied with.

Sub Item (a) of item (i) of sub-clause (2) of clause 245 proposes to empower the Central Government to prescribe percentage of total number of members and percentage of issued share capital to determine number of member eligible to apply for class action suit.

Item (ii) of sub-clause (2) of clause 245 proposes to empower the Central Government to prescribe percentage of total number of depositors and percentage of total deposits to determine number of depositors eligible to apply for class action suits.

Item (a) of sub-clause (4) of clause 245 proposes to empower the Central Government to prescribe manner of serving public notice on admission of application relating to class action.

Sub-clause (1) of clause 247 proposes to empower the Central Government to prescribe qualifications, experience of the valuer as well as the manner of registration, terms and conditions of appointment of the valuer.

Item (c) of sub-clause (2) of clause 247 proposes to empower the Central Government to prescribe rules in accordance with which the valuation shall be made by valuers.

Sub-clause (2) of clause 248 proposes to empower the Central Government to prescribe the manner of making application to the Registrar for removal of names of the company and the format of public notice to be issued by the Registrar after receiving the application from a company after extinguishing all its liabilities.

Sub-clause (4) of clause 248 proposes to empower the Central Government to prescribe the manner in which public notice shall be published by the Registrar and also in the Official Gazette for the information of the general public.

Sub-clause (1) of clause 253 proposes to empower the Central Government to prescribe the manner in which an application is to be filed to the Tribunal by any secured creditor, if the company failed to pay the debt.

Item (b) of sub-clause (2) of clause 254 proposes to empower the Central Government to prescribe particular and documents and manner of authentication as well as the requisite fee for an application to be made to Tribunal in respect of revival and rehabilitation of sick company.

Item (c) of sub-clause (2) of clause 254 proposes to empower the Central Government to prescribe manner of the draft scheme of revival and rehabilitation.

Sub-clause (1) of clause 259 proposes to empower the Central Government to prescribe the manner of appointment of interim administrator or company administrator from a data bank and to notify other professionals whose names may be included in data bank.

Sub-clause (4) of clause 269 proposes to empower the Central Government to prescribe the rules regarding the manner in which the rehabilitation and insolvency fund shall be managed by an administrator.

Sub-clause (5) of clause 272 proposes to empower the Central Government to prescribe the form and manner in which a statement of affairs is to be filed along with the petition for winding up before the Tribunal.

Sub-clause (1) of clause 274 proposes to empower the Central Government to prescribe the form and manner in which the company is to file its objection along with a statement of its affairs on receipt of orders of the Tribunal on a petition for winding up filed by any person other than the company.

Sub-clause (2) of clause 275 proposes to empower the Central Government to maintain a panel of professionals consisting of their names, experience and other qualifications and also empower to notify the category/class of professionals who can be considered for appointment as provisional liquidator.

Sub-clause (6) of clause 275 proposes to empower the Central Government to prescribe the form in which a declaration is to be filed by the provisional liquidator or Company Liquidator disclosing conflict of interest or lack of independence in respect of his appointment, if any, with the Tribunal.

Sub-clause (5) of clause 281 proposes to empower the Central Government to prescribe the fee for payment of taking copies or extracts of statements to be submitted by the Company Liquidator.

Sub-clause (5) of clause 287 proposes to empower the Central Government to prescribe the form and manner relating to the convening of the meetings, the procedure to be followed thereat and other matters relating to conduct of business by the advisory committee.

Sub-clause (1) of clause 288 proposes to empower the Central Government to prescribe the form and manner in which a periodical reports on the progress of the winding up of the company is to be made to the Tribunal by the Company Liquidator.

Sub-clause (2) of clause 291 proposes to empower the Central Government to prescribe the form in which the person appointed to assist Company Liquidator shall discloser information relating to any conflict of interest or lack of independence in respect of his appointment.

Sub-clause (1) of clause 293 proposes to empower the Central Government to prescribe the form and manner in which the Company Liquidator shall keep proper books, minutes of the proceedings at the meeting and other matters in relation to the company under liquidation.

Sub-clause (1) of clause 294 proposes to empower the Central Government to prescribe the form and manner in which the Company Liquidator shall maintain proper and regular books of account including accounts of all receipts and payments made by him in relation to the company under liquidation.

Sub-clause (2) of clause 294 proposes to empower the Central Government to prescribe the following :—

(a) number of times the Company Liquidator shall present to the Tribunal account of receipts and payment made to the Liquidator;

(b) form in which receipts and payments shall be presented to the Tribunal;

(c) form of declaration and manner of its verification.

Sub-clause (4) of clause 310 proposes to empower the Central Government to prescribe the form and manner in which a declaration shall be filed by the Company Liquidator disclosing any conflict of interest or lack of independence in respect of his appointment with the company and the creditors and such obligation shall continue throughout the term of his or its appointment.

Sub-clause (4) of clause 314 proposes to empower the Central Government to prescribe the form and manner in which the Company Liquidator shall maintain regular and proper books of account. This clause also empowers the Central Government to authorise any officer, apart from members and creditors and to inspect such books of account.

Sub-clause (5) of clause 314 proposes to empower the Central Government to prescribe the form and manner in which Company Liquidator shall prepare the quarterly statement of account.

Sub-clause (1) of clause 316 proposes to empower the Central Government to prescribe the form and manner of Report on the progress of winding up in which the Company Liquidator shall present it to members or creditors.

Sub-clause (2) of clause 318 proposes to empower the Central Government to prescribe the form and manner in which meeting of the company shall be called for the purpose of laying the final winding up accounts.

Item (b) of sub-clause (4) of clause 318 proposes to empower the Company Liquidator to prescribe the manner in which Company Liquidator shall file application along with his report to Tribunal for passing an order on dissolution of company.

Sub-clause (4) of clause 322 proposes to empower the Central Government to prescribe the form and manner in which a copy of an order staying the proceedings in the winding up shall be forwarded by the company to the Registrar.

Proviso to sub-clause (1) of clause 326 proposes to empower the Central Government to prescribe the period for which outstanding sums towards wages or shall be referred to in

such proviso shall be paid in priority and also to prescribe the charge over the security of secure creditor to which such sums shall be subject to.

Item (b) of sub-clause (1) of clause 327 proposes to empower the Central Government to notify the limit on amount payable on account of all wages or salary including wages payable for time or piece work and salary earned wholly or in part by way of commission, etc.

Sub-clause (2) of clause 343 proposes to empower the Central Government to prescribe the circumstances, conditions, restrictions and limitations under which the Company Liquidator shall exercise powers without sanction of the Tribunal.

Sub-clause (3) of clause 343 proposes to empower the Central Government to prescribe the manner in which any creditor or contributory may file application to the Tribunal on powers exercised by Company Liquidator.

Sub-clause (1) of clause 346 proposes to empower the Central Government to prescribe the rules in accordance of which any creditor or contributory of the company may inspect the books and papers of the company.

Sub-clause (1) of clause 348 proposes to empower the Central Government to prescribe the form and manner and intervals in which a statement is to be filed duly audited by a person qualified to act as auditor of the company, in relation to the company where winding up is not concluded within one year after its commencement.

Sub-clause (4) of clause 348 proposes to empower the Central Government to prescribe the fee on payment of which any creditor or contributory of the company may inspect the statement and receive a copy thereof or an extract therefrom.

Clause 349 proposes to empower the Central Government to prescribe the manner and time in which Company Liquidator shall pay the monies received by him as liquidator of any company, into the public account of India in the Reserve Bank of India.

Sub-clause (1) of clause 350 proposes to empower the Central Government to prescribe the manner and time in which the Company Liquidator shall deposit the monies received by him in his capacity as Company Liquidator in a scheduled bank to the credit of special bank account.

Sub-clause (3) of clause 352 proposes to empower the Central Government to prescribe the form and manner in which the liquidator shall furnish the statement indicating therein all sums included in payment, the nature of the sums, the names and last known addresses of the persons entitled to participate therein, the amount to which each is entitled and the nature of his claim thereto.

Sub clause (1) of clause 360 proposes to empower the Central Government to prescribe the power and duties of Official Liquidator.

Item (ii) of sub-clause (1) of clause 361 proposes to empower the Central Government to prescribe the class or classes of company for which the Central Government may order winding up by summary procedure.

Sub clause (4) of clause 361 proposes to empower the Central Government to prescribe the form and manner of the report to be submitted by Official Liquidator within thirty days of appointment to the Central Government on any fraud which has been committed in promotion, formation or management of the affairs of the company.

Sub-clause (1) of clause 363 proposes to empower the Central Government to prescribe the manner in which Official Liquidator shall call upon the creditors to prove their claims.

Sub-clause (2) of clause 363 proposes to empower the Central Government to prescribe the manner in which the Official Liquidator shall prepare a list of claims of creditors.

Sub-clause (2) clause 366 proposes to empower the Central Government to prescribe the manner in which the company specified in such clause may be registered under the Act.

Sub-clause (b) of clause 374 proposes to empower the Central Government to prescribe the form of advertisement to be published by the company giving notice about registration under Part II, Chapter XXI.

Sub-clause (d) of clause 374 proposes to empower the Central Government to prescribe other conditions which shall be complied with by a company seeking registration under Part I, Chapter XXI.

Sub-clause (1) of clause 375 proposes to empower the Central Government to prescribe the manner in which any unregistered may be wound up under part II, Chapter XXI.

Clause 379 proposes to empower the Central Government to prescribe other provisions of the Act which shall have to be complied with by companies indicated in such clause with regard to the business carried on by them in India as if they were companies incorporated in India.

Item (c) of sub-clause (1) of clause 380 proposes to empower the Central Government to prescribe particulars to be contained in the list of the directors and secretary to be filed by foreign companies.

Item (h) of sub-clause (1) of clause 380 proposes to empower the Central Government to prescribe other information which shall be provided by a foreign company to Registrar.

Sub-clause (3) of clause 380 proposes to empower the Central Government to prescribe the form in which the alteration made or occurred in documents filed with Registrar has to be delivered by the foreign company to the Registrar for registration.

Item (a) of sub-clause (1) of clause 381 proposes to empower the Central Government to prescribe the from of balance sheet and profit and loss account and the documents which may be annexed or attached thereto.

Sub-clause (3) of clause 381 proposes to empower the Central Government to prescribe

the form in which a copy of list of all places of business established by the company in India has to be delivered by foreign company to the Registrar.

Clause 385 proposes to empower the Central Government to prescribe the fee for registering documents with the Registrar by foreign companies.

Clause 389 proposes to empower the Central Government to prescribe documents, of foreign companies whether or not they have established a place of business in India, which shall be filed for the purpose of registration of prospectus.

Clause 390 proposes to empower the Central Government to frame rules for following:—

(a) the offer of Indian Depository Receipts;

(b) the requirement of disclosures in prospectus or letter of offer issued in connection with Indian Depository Receipts;

(c) the manner in which the Indian Depository Receipts shall be dealt with in a depository mode and by custodian and underwriters; and

(d) the manner of sale, transfer or transmission of Indian Depository Receipts.

Sub-clause (1) of clause 396 proposes to empower the Central Government to establish such number of offices at such places as it thinks fit specifying their jurisdiction for the purpose of registration of companies under this Act.

Sub-clause (2) of clause 396 proposes to empower the Central Government to appoint such Registrars, Additional Registrars, etc., as it considers necessary for registration of companies and discharge of various functions under this Act and to prescribe power which shall be exercisable by such officers.

Sub-clause (3) of clause 396 proposes to empower the Central Government to make rules in regard to prescribing the terms and conditions of service, including the salaries payable to persons appointed under this clause.

Sub-clause (4) of clause 396 proposes to empower the Central Government to direct preparation of seal or seals for authentication of documents required for, or connected with, the registration of companies.

Clause 397 proposes to empower the Central Government to prescribe the manner of authentication of documents filed by company with the Registrar in electronic form, etc., for the purpose of their admissibility in any proceedings.

Item (a) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules of filing for various application, documents and returns, etc., in electronic form including the manner of their authentication.

Item (b) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules of service or delivery of any document, notice or communication, etc., in the electronic form and the manner of their authentication.

Item (c) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules for maintenance of various applications, documents and return filed with the Registrar in the electronic form and manner of their registration or authentication.

Item (d) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules regarding the manner of inspection of the various documents maintained in the electronic form.

Item (e) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules for payment of fees, charges or other sums payable through the electronic form.

Item (f) of sub-clause (1) of clause 398 proposes to empower the Central Government to make rules and the manner in which various registry functions shall be performed by Registrar in electronic form.

Sub-clause (2) of clause 398 proposes to empower the Central Government to frame, by notification, a scheme to carry out the provisions of sub-clause (1) of this clause.

Item (a) of sub-clause (1) of clause 399 proposes to empower the Central Government to prescribe the amount of fees for inspection of any document kept by the Registrar. Item (b) of sub-clause (1) of clause 399 proposes to empower the Central Government to prescribe the amount of fees for obtaining a certificate of incorporation.

Clause 401 proposes to empower the Central Government to provide value-added services through electronic form and levy fee thereon.

Sub-clause (1) of clause 403 proposes to empower the Central Government to prescribe fee and charges required to be paid on account of giving, filing, registering or recording of any document or fact under the provisions of this Act.

First proviso to sub-clause (1) of clause 403 proposes to empower the Central Government to prescribe the additional fee for documents to be submitted, filed, registered or recorded, on any fact or information required under this Act.

Sub-clause (1) of clause 405 proposes to empower the Central Government to issue an order requiring any company or companies to furnish information or statistics with regard to its or their constitution or working or to produce records or documents in its or their possession or allow inspection thereof by any officer or furnish such further information as that Government may consider necessary.

Sub-clause (1) of clause 406 proposes to empower the Central Government to prescribe rules which shall be complied with by Nidhi Companies.

Sub-clause (2) of clause 406 proposes to empower the Central Government to give directions, by notification in the Official Gazette, that any of the provisions of the Act shall not apply or shall apply to any Nidhi or nidhis of any class or description with such exception, modification and adaptation as may be specified in the notification.

Clause 408 proposes to empower the Central Government to constitute by notification a Tribunal to be known as National Company Law Tribunal and appointment of Chairperson and judicial and technical member thereof.

Clause 410 proposes to empower the Central Government to constitute by notification an Appellate Tribunal to be known as National Company Law Appellate Tribunal and appointment of Chairperson and Members thereof.

Clause 414 proposes to empower the Central Government to prescribe for salary allowances and other terms and conditions payable to the Members of the Tribunal/Appellate Tribunal.

Sub-clause (3) of clause 418 proposes to empower the Central Government to prescribe salary, allowances and other conditions of service of the officers/employees of the Tribunal/ Appellate Tribunal.

Clause 419 proposes to empower the Central Government to prescribe the number of benches of National Company Law Tribunal.

Sub-clause (3) of clause 421 proposes to empower the Central Government to prescribe the form and fee for filing an appeal to the Appellate Tribunal against the order of the Tribunal.

Item (h) of sub-clause (2) of clause 424 proposes to empower the Central Government to prescribe matters other than those specified in this sub-clause, in respect of which the Tribunal and Appellate Tribunal shall have the same powers as are vested in a civil court.

Sub-clause (1) of clause 435 proposes to empower the Central Government to specify the number of special courts to be established for the purpose of providing speedy trial of offences under this Act.

Sub-clause (1) of clause 442 proposes to empower the Central Government to prescribe number of experts and their qualification who may be included in the mediation and conciliation panel.

Sub-clause (2) of clause 442 proposes to empower the Central Government to prescribe the form and fees of application to be made by any of the party for referring the matter to mediation and conciliation panel.

Sub-clause (4) of clause 442 proposes to empower the Central Government to prescribe the fees payable to and terms and conditions of functioning of experts of mediation and conciliation panel.

Sub-clause (5) of clause 442 proposes to empower the Central Government to prescribe procedure to be followed by mediation of conciliation panel.

Sub-clause (1) of clause 454 proposes to empower the Central Government to prescribe the manner of imposing penalty by an officer not below the rank of Registrar.

Sub-clause (6) of clause 454 proposes to empower the Central Government to prescribe the form, manner and fee for filing an appeal by the aggrieved person against the order made by adjudicating officer.

Sub-clause (1) of clause 455 proposes to empower the Central Government to prescribe manner for obtaining the status of a dormant company for such companies which are registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction or is an inactive company.

Sub-clause (2) of clause 455 proposes to empower the Central Government to prescribe the form of certificate to be issued by Registrar allowing the status of a dormant company.

Sub-clause (3) of clause 455 proposes to empower the Central Government to prescribe form of register of dormant companies to be maintained by the Registrar.

Sub-clause (5) of clause 455 proposes to empower the Central Government to prescribe minimum number of directors, documents to be filed and annual fee to be paid to Registrar by a dormant company to retain its dormant status and also empower the Central Government to prescribe the form of application, documents and fee to be paid to Registrar for becoming an active company.

Sub-clause (2) of clause 459 proposes to empower the Central Government to prescribe fee for application to be made to the Central Government or to the Tribunal in respect of any approval, sanction, consent, confirmation or recognition and also in respect of any direction or exemption to be given or granted by the Government or the Tribunal.

Sub-clause (1) of clause 464 proposes to empower the Central Government to prescribe maximum number of persons for forming association or partnership unless it is registered under this Act or is formed under any other law for the time being in force.

Fifth proviso to sub-clause (1) of clause 466 proposes to empower the Central Government to prescribe the manner in which provident fund, superannuation fund, welfare fund or other fund for the benefit of the officer and other employees of the Company Law Board, who has become officers and employees of the Central Government shall be dealt with by it consequent upon dissolution of Company Law Board.

Sub-clause (1) of clause 468 proposes to empower the Central Government to prescribe rules consistent with Code of Civil Procedure, 1908, for matter relating to winding up of the companies.

The matters in respect of which notification may be issued or rules may be made in accordance with the aforesaid provisions of the Bill are matters of procedure and detail and it is not practicable to provide for them in the Bill itself. The delegation of legislative power is, therefore, of a normal character.