1,142 total views, 3 views today
Posted on July 27, 2021
Amendments introduced in Companies Act, 2013 through Companies Act, 2021
01. Section 26 (Matters to be stated in Prospectus) Notified w.e.f. 15.08.2019 & Section 35 (Civil liability for mis-statements in prospectus) Notified w.e.f. 15.08.2019
Implications: By the virtue of this amendment, the requirement for registration of a prospectus with the Registrar is no longer required. Now the prospectus is only needs to be filed with the Registrar as a procedural requirement. In addition, to correspond to the said amendment, the provisions for the obligation of Registrar subject to compliance of all the provisions is not required.
02. Section 29 (Public offer of securities to be in dematerialised form) Notified w.e.f. 15.08.2019
As per the new rule 9A of the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018, dated September 10, 2018, only Unlisted Public Companies was mandated to issue securities in Dematerialised form.
Dematerialization (DEMAT) is the move from physical certificates to electronic bookkeeping. Actual stock certificates are then removed and retired from circulation in exchange for electronic recording
Now, by the virtue of this amendment, the Government would prescribe certain class of Companies (not restricted to public companies), which would be mandatorily required to issue the securities in dematerialised form only.
03. Section 90 (Investigation of beneficial ownership of shares in certain cases) Notified w.e.f. 15.08.2019
Companies must ensure that all necessary steps are taken to identify the Significant Beneficial Owner. Failing to do so will make them liable to penal provisions. It also allows the central government the make necessary rules to enforce the same.
04. Section 132 [Constitution of National Financial Reporting Authority (NFRA)]Notified w.e.f. 15.08.2019
The National Financial Reporting Authority (NFRA) has been authorized to perform its functions through the divisions as prescribed by the Central Government, and each division shall be presided over by the Chairperson or a full-time Member authorised by the Chairperson.
In addition, an Executive Body of NFRA would be set up for efficient discharge of its functions, consisting of the Chairperson and full-time Members. The Chartered Accountant Member, or Firm can be debarred from being appointed as an auditor or internal auditor, etc. of any Company of body corporate or performing any valuation under section 247 of the Act, for a minimum period of 6 months and maximum period of 10 years, as determined by NFRA.
05. Section 135 (Corporate Social Responsibility) Not yet notified
As per the new amendment, “Unspent Corporate Social Responsibility Account” and such amount shall be spent by the Company for the activities specified under CSR Policy of the Company registration in India, within a period of 3 financial years from the date of such transfer, otherwise, within 30 days from the expiry of third financial year, such amount shall be transferred to the Fund specified under Schedule VII of the Act.
Penal provisions shall be imposed on the Company on failure to comply with the provisions.
06. Section 212 (Investigation into affairs of Company by Serious Fraud Investigation Office) Notified w.e.f. 15.08.2019
The following amendments have been made:-
With this amendment, any officer not below the rank of Assistant Director, if so authorized, may arrest any person proved guilty in accordance with the provisions of this section and can be taken to Special Court within 24 hours of the arrest.
The Central Government will hold any director taking undue advantage or benefit of the above fact personally liable.
07. Section 241 (Application to Tribunal for relief in cases of oppression, etc.) Notified w.e.f. 15.08.2019
If the Central Government is of the opinion that the affairs of a Company or class of Companies are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter and said application shall be made before the Principal Bench of the Tribunal which shall then be dealt with by such Bench.
In certain matters in which the persons conducting or managing the affairs of the Company or the manner in which they do so, causes fraud, misfeasance, injury to the interest of trade, industry or business, etc., the Central Government may refer the matter and request the Tribunal to inquire into the case and record a decision as to whether or not such person is a fit and proper to hold the office of director or any other office connected with the conduct and management of the company.
08. Section 243 (Consequence of termination or modification of certain agreements) Notified w.e.f. 15.08.2019
The person who is not a fit and proper person pursuant to section 242 of the Act (as discussed above) shall not hold the office of a director or any other office connected with the conduct and management of the affairs of any company for a period of five years from the date of the decision of the Tribunal.
However, Central Government may permit such person to hold any such office before the expiry of the said period of five years.
Such persons shall not be entitled to, or be paid, any compensation for the loss or termination of office.
09. Section 272 (Petition for winding up) Notified w.e.f. 15.08.2019
The Registrar can present a petition to the Tribunal for winding up of a Company, if it is just and equitable to do so as against the authority to issue a notice of winding up on his own.
10. Section 398 (Provisions relating to filing of applications, documents, inspection, etc., in electronic form) Notified w.e.f. 15.08.2019
The prospectus is no longer required to be registered with the Registrar.