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THE COMPANIES (AMENDMENT) Act, 2015 - dated 25th May 2015

Dated:- 24-5-2015 - The following Act of Parliament received the assent of the President on the 25th May, 2015, and is hereby published for general information:- THE COMPANIES (AMENDMENT) ACT, 2015 No. 21 of 2015 An Act to amend the Companies Act, 2013. Be it enacted by Parliament in the Sixty-Sixth Year of the Republic of India as follows:- Short title and commencement 1. (1) This Act may be called the Companies (Amendment) Act, 2015. (2) It shall come into force on such date as the Central Gov .....

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be omitted; (ii) in clause (71), in sub-clause (b), the words of five lakh rupees or such higher paid-up capital, shall be omitted. Amendment of section 9 3. In section 9 of the principal Act, the words and a common seal shall be omitted. Omission of section 11 4. Section 11 of the Principal Act shall be omitted. Amendment of section 12 5. In section 12 of the principal Act, in sub-section (3), for clause (b), the following clause shall be substituted, namely:- (b) have its name engraved in leg .....

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Company Secretary. ; (ii) in sub-section (3), the words and have the effect as if it were made under its common seal , shall be omitted. Amendment of section 46 7. In section 46 of the principal Act, in sub-section (1), for the words issued under the common seal of the company , the words issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary shall be substituted. Insertio .....

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thin the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section 73,- (a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and (b) every officer of the company who is in default shall be punishable with imprisonment which may extend to seven ye .....

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(3),- (i) in clause (g), the word and occurring at the end shall be omitted; (ii) after clause (g), the following proviso shall be inserted, namely:- Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; and . Amendment of section 123 10. In section 123 of the principal Act, in sub-section (1), after the third proviso, the following proviso shall be inserted, namely:- Provided also that no company shall declare dividend unless carried over p .....

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ing explanation shall be inserted, namely:- Explanation. - For the removals of doubts it is hereby clarified that in case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund. . Amendment of section 134 12. In section 134 of the principal Act, in sub-section (3), after clause (c), the following clause shall be inserted, namely:- (ca) details in respect of frauds reported by aud .....

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is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the Central Government within such time and in such manner as may be prescribed: Provided that in case of a fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within such time and in such manner as may be prescribed: Provided further that the companies, whose audit .....

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into by the company subject to such conditions as may be prescribed; . Amendment of section 185 15. In section 185 of the principal Act, in sub-section (1), in the proviso, after clause (b) the following clauses and proviso shall be inserted, namely:- (c) any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security provided by a holding company in respect of any loan made to its wholly owned subsidiary company; or (d) any guarantee given or securit .....

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lowing proviso shall be inserted, namely:- Provided also that the requirement of passing the resolution under first proviso shall not be applicable for transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval. ; (b) in sub-section (3), for the words special resolution , the word resolution shall be substituted. Amendment of section 212 17. In .....

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ent for fraud provided in section 447 , the words and figures offence covered under section 447 shall be substituted. Amendment of section 223 18. In section 223 of the principal Act, in sub-section (4), in clause (a), for the words by the seal , the words by the seal, if any, shall be substituted. Amendment of section 248 19. In section 248 of the principal Act, in sub-section (1),- (i) in clause (a), after the word incorporation , the word or shall be inserted; (ii) clause (b) shall be omitted .....

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may be, by a Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or under any previous company law. . Amendment of section 436 22. In section 436 of the principal Act, in sub-section (1), in clause (a), for the words all offences under this Act , the words, brackets and figures all offences specified under sub-section (1) of section 435 shall be substituted. Amendment of section 462 23. In section 462 of the principal Act, fo .....

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ified form as may be agreed upon by both the Houses. (3) In reckoning any such period of thirty days as is referred to in sub-section (2), no account shall be taken of any period during which the House referred to in sub-section (2) is prorogued or adjourned for more than four consecutive days. (4) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament . STATEMENT OF OBJECTS AND REASONS Companies Act, .....

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he Act, Government have received representations from various stakeholders (including Industry Chambers, Professional Institutes, Legal Experts and Ministries/Departments) expressing practical difficulties in complying with some of the requirements laid down in the commenced provisions. It was noted that some of the issues raised and suggestions made can be addressed only by way of amendment in the Act and their immediate resolution is also considered to be necessary. Some of the amendments are .....

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on of special courts to try offences. Amendments are also being proposed in the Act to incorporate some of the provisions earlier left out inadvertently, setting off of past losses/depreciation before declaring dividend and exemptions for giving of loans/guarantee/security by holding companies to its subsidiaries. Accordingly, it has been decided to move amendments in the Act through an Amendment Bill. The Bill, namely, the Companies (Amendment) Bill, 2014, inter alia, contains the amendments to .....

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o amend clause (g) of sub-section (3) of section 117 to prohibit public inspection of Board resolutions filed in the Registry; (v) to amend sub-section (1) of section 123 of the said Act to include provisions for writing off past losses/depreciation before declaring dividend for the year; (vi) to amend sub-section (6) of section 124 of the said Act for rectifying the requirement of transferring equity shares for which unclaimed/unpaid dividend has been transferred to the Investors Education and .....

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said Act to provide provision empowering Audit Committee to give omnibus approvals for related party transactions on annual basis; (ix) to amend section 185 of the said Act to provide for exemption u/s 185 (Loans to Directors) provided for loans to wholly owned subsidiaries and guarantees/securities on loans taken from banks by subsidiaries; (x) to amend sub-section (1) of section 188 of the said Act for replacing special resolution with resolution for approval of related party transactions by n .....

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