RULES OF LAW

Government of India took a step ahead in the aim of Ease of doing business in India as MCA has amended Companies (Incorporation) Rules, 2014 and inserted the provisions for Simplified Proforma For Incorporating Companies Electronically (SPICe) by adding Rule 38 to Companies (Incorporation) Rules, 2014 with effect from 2 nd October 2016.  Newly added Rule 38 to Companies (Incorporation) Rules, 2014 provides as follow: “38. Simplified Proforma for Incorporating Company Electronically (SPICe) 1) The simplified integrated process for incorporation of a company in Form No. INC-32 alongwith e-Memorandum of Association in Form No. INC-33 and e-Articles of Association in Form No. INC-34. 2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule. Provided that for the purposes of references to form numbers INC-29, INC-30 and INC-31 in rule 36 with Form No. INC-32, Form no. INC-33 and Form No. INC-...

Central Government has amended the Companies (Share Capital and Debentures) Rules, 2014 to carry out the necessary changes in regard to Issuance of bonds to overseas investors by Indian Companies via Notification dated 12 th August, 2016. In the rule 18 of Companies (Share Capital and Debentures) Rules, 2014 sub-rule 11 has been added stating: “(11) Nothing contained in this rule shall apply to rupee denominated bonds issued exclusively to overseas investors in terms of A.P. (DIR Series) Circular No. 17 dated September 29, 2015 of the Reserve Bank of India.” MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, 12th August, 2016 G.S.R. 791(E).— In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debentures) Rules, 2014, namely:— 1.         ...

Ministry of Corporate affairs has issued circular No. 09/2016 dated 03.08.2016 to provide Clarification in regard to applicability of provisions of Chapter III of the Companies Act, 2013 to Issuance of bonds to overseas investors by Indian Companies and clarified that matter relating to issue of rupee denominated bonds to overseas investors is being regulated by RBI as part of ECB Policy framework and stated unless otherwise provided in the circular/ directions/ regulations issued by Reserve Bank of India, provisions of Chapter III of the Act and rule 18 of Companies (Share Capital and Debenture) Rules, 2014 would not apply to issue of rupee denominated bonds made exclusively to persons resident outside India in accordance with applicable sectoral regulatory provisions and in this regard necessary changes are being made by the Ministry in Companies (Share Capital and Debenture) Rules, 2014. Following is the Circular issued by the Ministry of Corporate Affairs: General Circula...

As per Section 179(3) of the Companies Act, 2013 read with rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Companies (Meetings of Board and its Powers) Amendment Rules, 2015 following are the powers which shall be exercised by the Board of Directors on the behalf of the Company by means of resolutions passed at meetings of the Board: to make calls on shareholders in respect of money unpaid on their shares; to authorise buy-back of securities under section 68; to issue securities, including debentures, whether in or outside India; to borrow monies; to invest the funds of the company; to grant loans or give guarantee or provide security in respect of loans; to approve financial statement and the Board’s report; to diversify the business of the company; to approve amalgamation, merger or reconstruction; to take over a company or acquire a controlling or substantial stake in another company; to make political contributions; to appoint or remo...

In continuation of MCA General Circular 1 of 2016 dated 12.01.2016, MCA has issued General Circular No. 05/2016 and clarified that Companies while undertaking Corporate Social responsibility activities under the provisions of the Companies Act, 2013, shall not contravene any other prevailing laws of land including Cigarettes and Other Tobacco Products Act (COTPA), 2003.   http://www.mca.gov.in/Ministry/pdf/General_circular05_16052016.pdf

In exercise of the powers conferred by section 399 read with subsections (1) and (2) of section 469 of the Companies Act, 2013 , the Central Government has made amendment to Companies (Registration Offices and Fees) Ru1es, 2014 and notified new Form No.- GNL-1 & Form No. GNL-4, the copy of new forms are given in the attached notification dated 06.05.2016. http://www.mca.gov.in/Ministry/pdf/Rules_09052016.pdf

In exercise of the powers conferred by sub-section (1) of section 458 of the Companies Act, 2013 Central Government has delegated the power to appoint inspectors for inspection of books and papers of a Company under Section (5) of Section 206 to the regional directors. http://www.mca.gov.in/Ministry/pdf/General_notification_04052016.pdf