Companies Amendment Bill 2015

Given below is the Summary of 15 Key Amendment vide Companies (Amendment) Bill 2015

1. Omitting requirement for minimum paid up share capital, and consequential changes. [section 2(68)/2(71) of the Companies Act, 2013 (Act)].

2. Making common seal optional [sections 9, 12, 22, 46 and 223 of the Act].

3. Doing away with the requirement for filing a declaration by a company before commencement of business or exercising its borrowing powers. [Omission of section 11 of the Act and consequential change in section 248]

4. Prescribing specific punishment for deposits accepted under the new Act. [New Section 76A of the Act]

5. Prohibiting public inspection of Board resolutions filed in the Registry.[section 117(3) of the Act].

6. Including provision for setting off past losses/depreciation before declaring dividend for the year [ section 123(1) of the Act]

7. Rectifying the requirement of transferring equity shares for which unclaimed/ unpaid dividend has been transferred to the Investor Education and Protection Fund (IEPF) even though subsequent dividend(s) has been claimed -[section 124(6) of the Act].

8. Enabling provisions to prescribe thresholds beyond which fraud shall be reported to the Central Government [ section 143(12) and 134(3) of the Act].

9. Empowering Audit Committee to give omnibus approvals for related party transactions on annual basis. [section 177(4) of the Act].

10. Exemption u/s 185 (Loans to Directors) provided for loans to wholly owned subsidiaries and guarantees/securities on loans taken from banks by subsidiaries. [ section 185(1) of the Act].

11. Replacing ‘special resolution’ with ‘resolution’ for approval of related party transactions by non-related shareholders. [section 188(1) of the Act].

12. Related party transactions between holding companies and wholly owned subsidiaries exempted from the requirement of approval of non-related shareholders. -[section 188(1) of the Act].

13. Bail restrictions to apply only for offences relating to fraud u/s 447.  [section 212(6) of the Act].

14. Winding up cases to be heard by 2-member Bench instead of a 3-member Bench. – [section 419 of the Act].

15. Special Courts to try only those offences carrying imprisonment of two years or more. [section 435 and 436 of the Act].

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