The Analysis of the Companies (Meetings of Board and its Powers) Second Amendment Rules

The Analysis of the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2015 and Companies (Audit and Auditors) Amendment Rules 2015 which to be published in the Gazette of India as on 14^th December, 2015.

In the Companies (Meeting of Board and its Powers) Rules, 2014,

After Rule 6 of Companies (Meeting of Board and its Powers) Rules, 2014 the Rule 6A inserted:

Before Amendments:

 Rule 6 of Companies (Meeting of Board and its Powers) Rules, 2014 talk about Committee of the Board:

The Board of Directors of every listed Company and;

·         All public Companies having Paid up Capital of Rs. 10 crore or more;

·         All public Companies having Turnover of Rs. 1 Crore or more;

·         All public Companies having in aggregate, outstanding loans or borrowings or Debenture or Deposits exceeding 50 Crore or more.

Minority gets major powers in new Compaies Act

Minority shareholders can block related-party deals.

The new Companies Act rules have given a lot of powers to minority shareholders, but the one creating ripples in the corporate sector is that promoters, who are majority shareholders, cannot vote in special resolutions in cases of related-party transactions.

The new rules under Section 188 say any related-party transaction that is not done in the ordinary course of business and is not at an arm’s length will need approval of minority shareholders by way of a special resolution. But, shareholders who are related or interested parties in the transaction will not be able to vote in resolutions relating to payment of brand fees or management fees to majority shareholders.

Companies Rules 2014 Highlights

Salient points of Company account rules 2014
1.) Till NFRA is constituted AS issued by ICAI in consultation with
NACAS to continue.
2.) Detailed requirement of the disclosures to be made in every board
report (public or private).
3.) Annual return to be filed in form AOC-4. Companies requiring XBRL
reporting to be notified.
4.) Following require compulsory Internal auditor appointment :-
a. Listed Company
b. Every Public company having
i. Share capital 50 crore or more OR
ii. Turnover greater than 200 crore OR
iii. Outstanding loan greater than 100 crore OR
iv. Outstanding deposit of greater than 25 crore.

c. Every private company
i. Turnover of greater than 200 crore OR
ii. Outstanding loan greater than 100 crore
d. Chartered accountant would mean whether in practice or not.
Source : Unknown