Ministry of Corporate affairs vide notification dated 29th May, 2015 has hereby appointed 29th May, 2015 as the date on which all the provisions of Companies (Amendment) Act, 2015 shall come into force except the amendment in the following provisions :

• Section 143 (Powers and duties of auditors and auditing standards): related to reporting of fraud by Auditor to Central Government beyond a certain limit only.
• Section 177 (Audit Committee) : related to omnibus approval of related party transactions

Subsequent to enforcement of provisions of Companies (Amendment) Act, 2015, MCA vide notification dated 29th May, 2015 has made the consequent amendments in the Rules and text of the said amendment is enumerated as under:-

1. Companies (Incorporation) Rules, 2014 (amended through Companies (Incorporation) Second Amendment Rules, 2015}
   1. Rule 12

      In rule 12, the following proviso shall be inserted, namely:-

      "Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board, registration or approval, as the case may be, from such regulator shall be obtained by the company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company.";

      Existing Rule 12

      Application for incorporation of companies.-

      An application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, inForm No.INC.2 (for One Person Company) and Form no. INC.7 (other than One Person Company) along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for registration of a company

   2. Rule 24

      Rule 24 stands omitted

      Existing Rule 24
       

      Declaration at the time of commencement of business

      The declaration filed by a director shall be in Form No.INC.21 along with the fee as and the contents of the form shall be verified by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice:

      Provided that in the case of a company requiring registration from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such regulator shall be required.

   3. Amendment in Annexure, –

      The existing Form INC-13 and Form INC-16 stand substituted

2. Companies (Share Capital and Debentures) Rules, 2014 {amended through Companies (Share Capital and Debentures) Second Amendment Rules, 2015}

   Rule 5 (3)

   1. In clause 5(3), for the words "issued under the seal of the company", the words "issued under the seal, if any, of the company" shall be substituted
   2. for clause 5(3)(b), the following clause shall be substituted, namely:-
      "(b) the secretary or any person authorised by the Board for the purpose:

      Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary:

      Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole-time director:

      Provided also that, in case of a One Person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose, and in case the One Person Company does not have a common seal, the share certificate shall be signed by the persons in the presence of whom the seal is required to be affixed in this proviso."

      Existing text of Rule 5 (3)

      Every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of, and signed by-

      1. two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the Board; and
      2. the secretary or any person authorised by the Board for the purpose:

         Provided that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than the managing or whole-time director:

         Provided further that, in case of a One Person Company, every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of and signed by one director or a person authorized by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorized by the Board for the purpose.

         Explanation.- For the purposes of this sub-rule, a director shall be deemed to have signed the share certificate if his signature is printed thereon as a facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, or digitally signed, but not by means of a rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.

3. Companies (Declaration and Payment of Dividend)Rules, 2014 {amended through (Declaration and Payment of Dividend) Second Amendment Rules, 2015}

   Rule 3 (5)

   In rule 3, sub-rule (5) shall be omitted.

   Existing Rule 3(5)

   Declaration of dividend out of reserves.- In the event of adequacy or absence of profits in any year, a company may declare dividend out of surplus subject to the fulfillment of the following conditions, namely:-

   I)……..

   5) No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company of the current year.

4. Companies (Registration of Charges) Rules, 2014

   Rule 3(4)(a)

   For the words "under the seal of the company", the words "under the seal, if any, of the company" shall be substituted
    

   Existing Rule 3(4) (a)

   3. Registration of creation or modification of charge

   (4) A copy of every instrument evidencing any creation or modification of charge and required to be filed with the Registrar in pursuance of section 77, 78 or 79 shall be verified as follows-

   (a) where the instrument or deed relates solely to the property situated outside India, the copy shall be verified by a certificate issued either under the seal of the company, or under the hand of any director or company secretary of the company or an authorised officer of the charge holder or under the hand of some person other than the company who is interested in the mortgage or charge.

5. Companies (Registration Offices and Fees) Rules, 2014 {amended through Companies (Registration Offices and Fees) Second Amendment Rules, 2015}

   Rule 15

   The following proviso shall be inserted:

   "Provided that no person shall be entitled under section 399 to inspect or obtain copies of resolutions referred to in clause (g) of sub-section (3) of section 117 of the Act."

   Existing Rule 15

   Inspection of documents – Any person may –

   1. inspect any document kept by the Registrar, being documents filed or registered by him in pursuance of this Act or the Companies Act, 1956 (1 of 1956) or making a record of any fact required or authorised to be recorded or registered in pursuance of this Act, on payment for each inspection of fee.
   2. require a certificate of incorporation of any company, or a copy or extract of any other document or any part of any other document to be certified by the Registrar, on payment of fee.