JUL 06, 2017

MCA issues new updates on Companies Act 2013

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MCA notifies the procedure for appeal to the Tribunal by any person aggrieved by the order of the Registrar notifying a company as dissolved under section 248

MCA has amended the National Company Law Tribunal Rules, 2016 w.e.f. 05-07-2017 and inserted the following rule:-

“87A.Appeal or application under sub-section(1) and sub-section (3) of section 252. –

(1) An appeal under sub-section (1) or an application under subsection (3) of section 252, may be filed before the Tribunal in Form No. NCLT 9, with such modifications as may be necessary.

(2) A copy of the appeal or application, shall be served on the Registrar and onsuch other persons as the Tribunal may direct, not less than fourteen days before the date fixed for hearing of the appeal or application, as the case may be.

(3) Upon hearing the appeal or the application or any adjourned hearing thereof, the Tribunal may pass appropriate order, as it deems fit.

(4) Where the Tribunal makes an order restoring the name of a company in the register of companies, the order shall direct that-

  1. the appellant or applicant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order;
  2. on such de1ivery, the Registrar of Companies do, in his official name and seai, publish the order in the Official Gazette;
  3. the appellant or applicant do pay to the Registrar of Companies his costs of, and occasioned by, the appeal or application, unless the Tribunal directs otherwise; and
  4. the company shall file pending financial statements and annual returns with the Registrar and comply with the requirements of the Companies Act, 20 13 and rules made thereunder within such time as may be directed by the Tribunal.

(5) An application filed by the Registrar of Companies for restoration of name of a company in the register of companies under second proviso to sub-section (l) of section 252 shall be in Form No. NCLT 9 and upon hearing the application or any adjourned hearing thereof, the Tribunal may pass an appropriate order, as it deems fit.”

Click here to download the amended rules

Certain classes of unlisted public company not required to appoint independent director

MCA has amended the Companies (Appointment and Qualification of Directors) Rules, 2014w.e.f. 05-07-2017.

The following classes of unlisted public companies shall not be required to appoint independent director on its Board, namely:-

  1. a joint venture;
  2. a wholly owned subsidiary; and
  3. a dormant company as defined under section 455 of the Act."

Click here to download the amended rules

MCA amends Schedule IV of the Companies Act, 2013

MCA vide Notification dated July 05, 2017 has amended Schedule IV of the Companies Act, 2013, namely:-

  1. New independent director should be appointed within 3 months from the date of resignation or removal, as the case may be, of old independent director. Previously it was till immediate next Board meeting or three months from the date of such vacancy ;
  2. At least one meeting of independent directors should be held in a financial year instead of calendar year;
  3. The provisions of Code for Independent Directors relating to evaluation of the performance of board and management, determining appropriate levels of remuneration of executive directors, KMP and senior management,manner of appointment and re-appointment of Independent directors, review the performance of non-independent directors and the Board, review the performance of the Chairperson of the company and evaluation of independent directors shall not apply to Government Company, if the requirements in respect of these matters are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies.

Click here to download the notification