TMI BlogMEMORANDUM REGARDING DELEGATED LEGISLATIONX X X X Extracts X X X X X X X X Extracts X X X X ..... lause 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 C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ribe 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 Governme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odes 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 str ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... b-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 pre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ture 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lause 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 Governmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lating 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 ret ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Cen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... escribe 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 fee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any 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 Gover ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment 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 Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 thir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 81 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roposes 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 stat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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