Amendments For May, 2016 CA (Final) Exams - Amendment Class 04-04-2016

Munish Bhandari
CA (Final) Amendments for May, 2016 Exams
1. Amendment in definition of private company and public company

2(68)
Private
company
Private company means a company having a minimum paid-up share capital as may be
prescribed, and which by its articles,
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to 200:
Provided that where 2 or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company,
were members of the company while in that employment and have
continued to be members after the employment ceased, shall not be
included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the
company.
2(71)
Public company
Public company means a company which

(a) is not a private company;
(b) has a minimum paid-up share capital as may be prescribed.
Provided that a company which is a subsidiary of a company, not being a private
company, shall be deemed to be public company for the purposes of this Act even
where such subsidiary company continues to be a private company in its articles.
2. Amendment in section 123 Insertion of fourth proviso in section 123(1)

Set off of previous losses
and depreciation
[Fourth Proviso to Sec.
123(1)]
Provided also that 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 for the current year.
3. Amendment in Rule 3 of the Companies (Declaration and Payment of Dividend) Rules,

2014
Sub-Rule (5) of Rule 3 (as given below) shall be omitted:
(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. Amendment in section 124

Section 124 of the Companies Act, 2013 has been amended vide section 11 of the Companies (Amendment) Act,
2015. However, section 124 of the Companies Act, 2013 has not been notified by the Central Government till
30.09.2015. Therefore, section 124 of the Companies Act, 2013, as amended vide section 11 of the Companies
(Amendment) Act, 2015, is not applicable for May, 2016 Exams. Section 205A of the Companies Act, 1956
corresponds to section 124 of the Companies Act, 2013. Section 205A of the Companies Act, 1956 continues to be
applicable for May, 2016 Exams.
Munish Bhandari
5. Amendment in section 134 (Page No. 25)

After clause (c) of sub-section (3) of section 134, following clause shall be inserted:
(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are
reportable to CG;
6. Amendment in Rule 8(3) of the Companies (Accounts) Rules, 2014 (Page No. 27)
The requirement of furnishing information and details under sub-rule (3) of Rule 8 (disclosures relating to
conservation of energy, technology absorpotion and foreign exchange earnings and outgo) shall not apply to a
Government company engaged in producing defence equipment.
7. Amendment in Rule 12 of the Companies (Accounts) Rules, 2014 (Page No. 34)
Every company shall file the financial statements with Registrar together with Form AOC-4 and the consolidated
financial statement, if any, with Form AOC-4CFS.
8. The Companies (Filing of Documents and Forms in Extensible Business Reporting

Language) Rules, 2015 notified
The Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015
[TO BE PUBLISHED IN THE GAZETTE OF INDIA,
EXTRAORDINARY, PART II, SECTION 3, SUB-SECTION (i)]
Ministry of Corporate Affairs
Notification
New Delhi the 9th September, 2015
G.S.R. _____ (E). - In exercise of the powers conferred under sub-sections (1) and (2) of section 469, read with
section 398 of the Companies Act, 2013 (18 of 2013), and in supersession of the Companies (Filing of Documents and
Forms in Extensible Business Reporting Language) Rules, 2011, except as respects things done or omitted to be done
before such supersession, the Central Government hereby makes the following rules, namely:1. Short title and commencement:(1) These rules may be called the Companies (Filing of Documents and Forms in Extensible Business Reporting
Language) Rules, 2015.
(2) They shall come into force from the date of their Publication in the Official Gazette.
2. Definitions:(1) In these rules, unless the context otherwise requires,(a) Act means the Companies Act, 2013;
(b) Annexure means annexures appended to these rules;
(c) Documents and Forms means the documents and forms required to be filed with any authority as
specified under the Act or rules or regulations made thereunder;
Munish Bhandari
(d) Extensible Business Reporting Language (XBRL), means a standardized language for communication
in electronic form to express, report or file financial information by the companies under the Act;
(e) Taxonomy means in XBRL, an electronic dictionary for reporting the business data as approved by the
Central Government in respect of any documents or forms indicated in these rules.
(2) Words and expressions used in these rules but not defined and defined in the Act or in the Companies
(Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the
Act and said rules.
3. Filing of financial statement with Registrar:The following class of companies shall file their financial statement and other documents under section 137 of the
Act, with the Registrar in e- form AOC-4 XBRL given in Annexure-I for the financial years commencing on or
after 1st April, 2014 using the XBRL taxonomy given in Annexure II, namely:(i) all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or
(ii) all companies having paid up capital of rupees five crore or above;
(iii) all companies having turnover of rupees hundred crore or above; or
(iv) all companies which were hitherto covered under the Companies (Filing of Documents and Forms in
Extensible Business Reporting Language) Rules, 2011:
Provided that the companies in Banking, Insurance, Power Sector and Non-Banking Financial companies are
exempted from XBRL filing.
4. Filing of cost audit report:
A company required to furnish cost audit report and other documents to the Central Government under sub-section
(6) of section 148 of the Act and rules made thereunder, shall file such report and other documents using the
XBRL taxonomy given in Annexure-III for the financial years commencing on or after 1st April, 2014 in e-Form
CRA-4 specified under the Companies (Cost Records and Audit) Rules, 2014.
[File No 1/19/2013-CL-V-Part]
Amardeep Singh Bhatia
Jt. Secretary
9. Clarification with regard to circulation and filing of financial statement under relevant
provisions of the Companies Act, 2013
General Circular No. 1/19/2013-CL-V
Government of India
Ministry of Corporate Affairs
5th Floor, A wing, Shastri Bhavan,
Dr R.P. Road, New Delhi
Dated 21st July, 2015
To
All Regional Directors,
All Registrars of companies,
Munish Bhandari
All Stakeholders.
Subject:
Clarification with regard to circulation and filing of financial statement under relevant provisions of the
Companies Act, 2013-reg.
Sir,
Stakeholders have drawn attention to the proviso to section 101(1) of the Companies Act, 2013 (Act) which allows
general meetings to be called at a shorter notice than twenty one days, and sought clarification as to whether
provisions of section 136 would also allow circulation of financial statements at a shorter notice if conditions under
section 101 are fulfilled.
1.2 The matter has been examined and it is clarified that a company holding a general meeting after giving a shorter
notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the
same general meeting) at such shorter notice.
2.1 Attention has also been drawn to the provisions of clause (a) of fourth proviso to section 136(1) which require
every company having a subsidiary or subsidiaries to place on its website, if any, separate audited accounts in respect
of each of its subsidiary, Further, fourth proviso to section 137(1) requires that a company shall attach along with its
financial statements to be filed with the Registrar, the accounts of its subsidiary(ies) which have been incorporated
outside India and which have not established their place of business in India. Clarification has been sought on (a) Whether a company covered under above provisions can place/file unaudited accounts of a foreign subsidiary if the
audit of such foreign subsidiary is not a mandatory legal requirement in the country where such foreign subsidiary has
been incorporated and such audit has not been conducted, and:
(b) whether accounts of such foreign subsidiary would need to be as per format under Schedule lll/Accounting
Standards or the format as per country of incorporation of the foreign subsidiary would be sufficient.
2.2 The matter has been examined in the Ministry in consultation with ICAI and it is clarified that in case of a foreign
subsidiary, which is not required to get its accounts audited as per legal requirements prevalent in the country of its
incorporation and which does not get such accounts audited, the holding/parent Indian may place/file such unaudited
accounts to comply with requirements of Section 136(1) and 137(1) as applicable. These, however, would need to be
translated in English, if the original accounts are not in English Further, the format of accounts of foreign subsidiaries
should be, as far as possible, in accordance with requirements under Companies Act, 2013. In case this is not possible,
a statement indicating the reasons for deviation may be placed/filed alongwith such accounts.
This issues with the approval of the competent authority.
Yours faithfully
(KMS Narayanan)
Assistant Director
Copy to:1. e-Governance Section and Web Contents Officer to place this circular on the Ministry's website
2. Guard File
Munish Bhandari
10. Amendment in section 143(12)

Section 143(12) of the Companies Act, 2013 has been amended vide section 13 of the Companies (Amendment) Act,
2015. However, section 13 of the Companies (Amendment) Act, 2015 has not been notified till 30.09.2015.
Accordingly, this amendment is not applicable for May, 2016 exams.

A proviso has been inserted in clause (iv) of sub-section (4) of section 177 of the Companies Act, 2013 vide section
14 of the Companies (Amendment) Act, 2015. However, section 14 of the Companies (Amendment) Act, 2015 has not
been notified till 30.09.2015. Accordingly, this amendment is not applicable for May, 2016 exams.

In proviso to sub-section (1) of section 185, after clause (b), the following clauses and proviso shall be inserted:
(c) any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security
provided by a holding company in respect of any loan made to its wholly owned subsidiary company; or
(d) any guarantee given or security provided by a holding company in respect of loan made by any bank or financial
institution to its subsidiary company:
Provided that the loans made under clauses (c) and (d) are utilised by the subsidiary company for its principal business
activities.

(a) in sub-section (1),
(i) for the words special resolution, at both the places where they occur, the word resolution shall be
substituted;
(ii) after the third proviso, the following proviso shall be inserted, namely:
Provided also that the requirement of passing the resolution under first proviso shall not be applicable for
transactions entered into between a holding company and its wholly owned subsidiary whose accounts are
consolidated with such holding company and placed before the shareholders at the general meeting for
approval.
(b) in sub-section (3), for the words special resolution, the word resolution shall be substituted.
14. Amendment of section 212.

In section 212 of the principal Act, in sub-section (6), for the words, brackets and figures "the offences covered under subsections (5) and (6) of section 7, section 34, section 36, sub-section (1) of section 38, sub-section (5) of section 46, subsection (7) of section 56, sub-section (10) of section 66, sub-section (5) of section 140, sub-section (4) of section 206,
section 213, section 229, sub-section (1) of section 251, sub-section (3) of section 339 and section 448 which attract the
punishment for fraud provided in section 447", the words and figures "offence covered under section 447" shall be
substituted.

In section 223 of the principal Act, in sub-section (4), in clause (a), for the words "by the seal", the words "by the seal, if
any," shall be substituted.
Munish Bhandari

(Amendment) Act, 2015, is not applicable for May, 2016 Exams.




In section 462 of the principal Act, for sub-section (2), the following sub-sections shall be substituted, namely:
(2) A copy of every notification proposed to be issued under sub-section (1), shall be laid in draft before each House of
Parliament, while it is in session, for a total period of thirty days, and if, both Houses agree in disapproving the issue of
notification or both Houses agree in making any modification in the notification, the notification shall not be issued or, as
the case may be, shall be issued only in such modified form as may be agreed upon by both the Houses.
(3) In reckoning any such period of thirty days as is referred to in sub-section (2), no account shall be taken of any period
during which the House referred to in subsection (2) is prorogued or adjourned for more than four consecutive days.
(4) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid
before each House of Parliament..
21. Exemptions to Government Companies

[Notification No. G.S.R. 463(E) dated 5th June, 2015]
In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of Section 462 and in pursuance of subsection (2) of said Section of the Companies Act, 2013 (18 of 2013) and in supersession of notifications issued under
section 620 of the Companies Act, 1956 (1 of 1956), except as respects things done or omitted to be done before
such supersession, the Central Government, in the interest of public, hereby directs that certain provisions of the
Companies Act, 2013, as specified in column (2) of the Table, shall not apply or shall apply with such exceptions,
modifications and adaptations, as specified in column (3) of the said Table, to a Government company, namely:-
Munish Bhandari
Serial
number
Chapter Number/Section
Number/Sub-section(s) in
the Companies Act, 2013
Exceptions, Modifications and Adaptations
(1)
(2)
(3)
1.
Chapter II, section 4.
In section 4, in sub-section (1), in clause (a) the words in the case of a

public limited company, or the last words Private Limited in the case of
a private limited company shall be omitted.
2.
Chapter IV, section 56.
In sub-section (1), after the proviso, the following provisos shall be

inserted, namely:Provided further that the provisions of this sub-section, in so far as it
requires a Proper instrument of transfer, to be duly stamped and executed
by or on behalf of the transferor and by or on behalf of the transferee, shall
not apply with respect to bonds issued by a Government company,
provided that an intimation by the transferee specifying his name, address
and occupation, if any, has been delivered to the company along with the
certificate relating to the bond; and if no such certificate is in existence,
along with the letter of allotment of the bond:
Provided also that the provisions of this sub-section shall not apply to a
Government Company in respect of securities held by nominees of the
Government.
3.
Chapter VII, section 89.
Shall not apply.
4.
Chapter VII, section 90.
Shall not apply.
5.
Chapter VII, sub-section

(2) of section 96.
In sub-section (2), for the words some other place within the city, town or
village in which the registered office of the company is situate, the words
such other place as the Central Government may approve in this behalf
shall be substituted.
6.
Chapter VIII, second

proviso to sub-section (1)
of section 123.
Shall not apply to a Government Company in which the entire paid up

share capital is held by the Central Government, or by any State
Government or Governments or by the Central Government and one or
more State Governments.
7.
Chapter VIII, sub-section

(4) of section 123.
Shall not apply to a Government Company in which the entire paid up

share capital is held by the Central Government, or by any State
Government or Governments or by the Central Government and one or
more State Governments or by one or more Government Company.
8.
Chapter IX, section 129.
Shall not apply to the extent of application of Accounting Standard 17

(Segment Reporting) to the companies engaged in defence production.
9.
Chapter IX, clause (e) of

sub-section (3) of section
134.
Shall not apply.
10.
Chapter IX, clause (p) of

134.
Shall not apply in case the directors are evaluated by the Ministry or
Department of the Central Government which is administratively in charge
of the company, or, as the case may be, the State Government, as per its
own evaluation methodology.
Munish Bhandari
11.
Chapter XI, section

149(1)(b) and first proviso
to sub-section (1) of
section 149.
Shall not apply.
12.
Chapter XI, clause (a) of

149.
In section 149, in sub-section (6), in clause (a), for the word Board, the
words Ministry or Department of the Central Government which is
administratively in charge of the company, or, as the case may be, the
State Government shall be substituted.
13.
Chapter XI, clause (c) of

149.
Shall not apply.
14.
Chapter XI, sub-section

(5) of section 152.
Shall not apply where appointment of such director is done by the Central
Government or State Government, as the case may be.
15.
Chapter XI, sub-sections

(6) and (7) of section 152.
Shall not apply to (a) a Government Company in which the entire paid up share capital is
held by the Central Government, or by any State Government or
Governments or by the Central Government and one or more State
Governments;
(b) a subsidiary of a Government company, referred to in (a) above, in
which the entire paid up share capital is held by that Government
company.
16.
Chapter XI, section 160.
Shall not apply to(a) a Government Company in which the entire paid up share capital is
Governments;
company.
17.
Shall not apply to (a) a Government Company in which the entire paid up share capital is
Governments;
company.
18.
Chapter Xl section 163.
Shall not apply to(a) a Government Company in which the entire paid up share capital is
Governments:
company.
Munish Bhandari
19.
Chapter XI, sub-section

(2) of section 164.
Shall not apply.
20.
Shall not apply to a Government Company in which the entire share

capital is held by the Central Government, or by any State Government or
Governments or by the Central Government or by one or more State
Governments.
21.
Chapter XI, section 171
Shall not apply to a Government Company in which the entire share

capital is held by the Central Government, or by any State Government or
Governments or by the Central Government or by one or more Slate
Governments.
22.
Chapter XII, clause (i) of

177.
In clause (i) of sub-section (4) of the section 177, for the words
recommendation for appointment, remuneration and terms of
appointment the words recommendation for remuneration shall be
substituted.
23.
Chapter XII, sub-sections

(2), (3) and (4) of section
178.
Shall not apply to Government company except with regard to

appointment of 'senior management' and other employees.
24.
Chapter XII, section 185.
Shall not apply to Government company in case such company obtains

approval of the Ministry or Department of the Central Government which
is administratively in charge of the company, or, as the case may be, the
State Government before making any loan or giving any guarantee or
providing any security under the section.
25.
Shall not apply to (a) a Government company engaged in defence production;

(b) a Government company, other than a listed company, in case such
company obtains approval of the Ministry or Department of the Central
Government which is administratively in charge of the company, or, as the
case may be, the State Government before making any loan or giving any
guarantee or providing any security or making any investment under the
section.
26.
Chapter XII, first and

second proviso to subsection (1) of section 188.
Shall not apply to (a) a Government company in respect of contracts or arrangements entered
into by it with any other Government company;
(b) a Government company, other than a listed company, in
respect of contracts or arrangements other than those referred to in clause
(a), in case such company obtains approval of the Ministry or Department
of the Central Government which is administratively in charge of the
company, or, as the case may be, the State Government before entering
into such contract or arrangement.
27.
Chapter XIII, sub-sections

(2), (4) and (5) of section
196.
Shall not apply.
28.
Chapter XIII, section 197.
Shall not apply.
29
After sub-section (4), the following sub-section shall be inserted, namely:-
Munish Bhandari
30.
10
(1), (2), (3) and (4) of

section 203.
(4A) The provisions of sub-sections (1), (2), (3) and (4) of this section
shall not apply to a managing director or Chief Executive Officer or
manager and in their absence, a whole- time director of the Government
Company.
Chapter XXIX, subsection (2) of section 439.
In sub-section (2), the words the Registrar, a shareholder of the company,

or of shall be omitted.
The Government companies, while complying with such exceptions, modifications and adaptations, as specified in
column (3) of the aforesaid Table, shall ensure that the interests of their shareholders are protected.
22. Exemptions to Private Companies [Notification No. G.S.R. 464(E) dated 5th June, 2015]
In exercise of the powers conferred by clauses (a) and (b) of sub-section (I) of section 462 and in pursuance of subsection (2) of said section of the Companies Act, 2013 (18 of 2013), the Central Government, in the interest of
public, hereby directs that certain provisions of the Companies Act, 2013, as specified in column (2) of the Table,
shall not apply or shall apply with such exceptions, modifications and adaptations, as specified in column (3) of the
said Table, to a private company, namely:Serial
number
Chapter/Section
number/Sub-section(s) in
the Companies Act, 2013
Exceptions/Modifications/Adaptations
(1)
(2)
(3)
1.
Chapter I, sub-clause (viii)

of clause (76) of section 2.
Shall not apply with respect to section 188.
2.
Chapter IV, section 43 and Shall not apply where memorandum or articles of association of the
section 47.
private company so provides.
3.
Chapter IV, sub-clause (i) Shall apply with following modifications:of clause (a) of sub-section In clause (a), in sub-clause (i), the following proviso shall be inserted,
(1) and sub-section (2) of namely:section 62.
Provided that notwithstanding anything contained in this sub-clause and
sub-section (2) of this section, in case ninety per cent. of the members of a
private company have given their consent in writing or in electronic mode,
the periods lesser than those specified in the said sub-clause or sub-section
shall apply.
4.
Chapter IV, clause (b) of In clause (b), for the words special resolution, the words ordinary
sub-section (1) of section resolution shall be substituted.
62.
5.
Chapter IV, section 67.
6.
Chapter V, clauses (a) to Shall not apply to a private company which accepts from its members
Shall not apply to private companies (a) in whose share capital no other body corporate has invested any
money;
(b) if the borrowings of such a company from banks or financial
institutions or any body corporate is less than twice its paid up share
capital or fifty crore rupees, whichever is lower; and
(c) such a company is not in default in repayment of such borrowings
subsisting at the time of making transactions under this section.
Munish Bhandari
11
(e) of sub-section (2) of monies not exceeding one hundred per cent. of aggregate of the paid up
section 73.
share capital and free reserves, and such company shall file the details of
monies so accepted to the Registrar in such manner as may be specified.
7.
Chapter VII, sections 101

to 107 and section 109.
Shall apply unless otherwise specified in respective sections or the articles

of the company provide otherwise.
8.
Chapter VII, clause (g) of

117.
Shall not apply.
9.
Chapter X, Clause (g) of

141.
Shall apply with the modification that the words other than one person
companies, dormant companies, small companies and private companies
having paid-up share capital less than one hundred crore rupees shall be
inserted after the words twenty companies.
10.
Chapter XI, section 160
Shall not apply.
11.
Shall not apply.
12.
Shall not apply.
13.
Chapter XII, sub-section

(2) of section 184.
Shall apply with the exception that the interested director may participate
in such meeting after disclosure of his interest.
14.
Shall not apply to a private company (a) in whose share capital no other body corporate has invested any
money;
(b) if the borrowings of such a company from banks or financial
institutions or any body corporate is less than twice of its paid up share
capital or fifty crore rupees, whichever is lower; and
(c) such a company has no default in repayment of such borrowings
subsisting at the time of making transactions under this section.
15.
Chapter XII, second

proviso to sub-section (1)
of section 188.
Shall not apply.
16.

(4) and (5) of section 196.
Shall not apply.
The private companies, while complying with such exceptions, modifications and adaptations, as specified in column
(3) of the aforesaid Table, shall ensure that the interests of their shareholders are protected.
23. Exemptions to Companies Licenced u/s 8 [Notification No. G.S.R. 466(E) dated 5th June,
2015]
In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of Section 462 and in pursuance of subsection (2) of said Section read with Section 8 of the Companies Act, 2013 (18 of 2013), and in supersession of
notifications issued under section 25 of the Companies Act, 1956 (1 of 1956) except as respects things done or
omitted to be done before such supersession, the Central Government in the interest of public, hereby directs that
certain provisions of the Companies Act, 2013, as specified in column (2) of the Table, shall not apply or shall apply
with such exceptions, modifications and adaptations, as specified in column (3) of the said Table, to a body to which
a licence is granted under the provisions of the aforesaid Section 8, namely:-
Munish Bhandari
12
Serial
number
Provisions of Act
Exceptions/Modifications/Adaptations
(1)
(2)
(3)
1.
Clause (24) of section 2.
The provisions of clause (24) of section 2 shall not apply.
2.
The requirement of having minimum paid-up share capital shall not

apply.
3.
The requirement of having minimum paid-up share capital shall not

apply.
4.
Sub-section (2) of section In sub-section (2), after the proviso and before the explanation, the
96.
following proviso shall be inserted, namely:Provided further that the time, date and place of each annual general
meeting are decided upon before-hand by the board of directors having
regard to the directions, if any, given in this regard by the company in its
general meeting.
5.
Sub-section (1) of section

101.
In sub-section (1), for the words twenty one days, the words fourteen
days shall be substituted.
6.
Section 118.
The section shall not apply as a whole except that minutes may be
recorded within thirty days of the conclusion of every meeting in case of
companies where the articles of association provide for confirmation of
minutes by circulation.
7.
Sub-section (1) of section In sub-section (1), for the words twenty one days, the words fourteen
136.
days shall be substituted.
8.
Sub-section (l) of section Shall not apply.

149 and the first proviso to
sub-section (1).
9.
Sub-sections (4), 5), (6), (7),

(8), (9), (10), (11), clause (i)
of sub-section (12) and subsection (13) of section 149.
Shall not apply.
10.
Section 150.
Shall not apply.
11.
Proviso to sub-section (5) of

section 152.
Shall not apply.
12.
Section 160.
Shall not apply to companies whose articles provide for election of

directors by ballot.
13.
Sub-section (1) of section Shall not apply.

165.
14.
Sub-section (1) of section Shall apply only to the extent that the Board of Directors, of such
173.
Companies shall hold at least one meeting within every six calendar
months.
15.
Sub-section (1) of section In sub-section (1),-174.

(a) for the words one-third of its total strength or two directors,
whichever is higher, the words either eight members or twenty five
Munish Bhandari
13
per cent. of its total strength whichever is less shall be substituted;

(b) the following proviso shall be inserted, namely:Provided that the quorum shall not be less than two members.
16.
Sub-section (2) of section The words with independent directors forming a majority shall be
177.
omitted.
17.
Section 178.
Shall not apply.
18.
Section 179.
Matters referred to in clauses (d), (e) and (f) of sub-section (3) may be
decided by the Board by circulation instead of at a meeting.
19.
Sub-section (2) of section Shall apply only if the transaction with reference to section 188 on the
184.
basis of terms and conditions of the contract or arrangement exceeds one
lakh rupees.
20.
Section 189.
Shall apply only if the transaction with reference to section 188 on the
basis of terms and conditions of the contract or arrangement exceeds one
lakh rupees.
The companies covered under Section 8 of the Companies Act 2013, while complying with such exceptions,
modifications and adaptations, as specified in column (3) of the aforesaid Table, shall ensure that the interests of
their shareholders are protected.
24. Amendment in Regulation 4 of the Foreign Exchange Management (Permissible Capital

Account Transactions) Regulations 2000
In sub-regulation (a) of Regulation 4, following provisos shall be inserted:
Provided that
(a) subject to the provisions of the Act or the rules or regulations or directions or orders made or issued
thereunder, a resident individual may, draw from an authorized person foreign exchange not exceeding USD
250,000 per financial year or such amount as decided by Reserve Bank from time to time for a capital account
transaction specified in Schedule I.
Explanation: Drawal of foreign exchange as per item number 1 of Schedule III to Foreign Exchange
Management (Current Account Transactions) Rules, 2000 dated 3rd May 2000 as amended from time to time,
shall be subsumed within the limit under proviso (a) above.
(b) Where the drawal of foreign exchange by a resident individual for any capital account transaction specified in
Schedule I exceeds USD 250,000 per financial year, or as decided by Reserve Bank from time to time as the
case may be, the limit specified in the regulations relevant to the transaction shall apply with respect to such
drawal.
PROVIDED FURTHER that no part of the foreign exchange of USD 250,000, drawn under proviso (a) shall
be used for remittance directly or indirectly to countries notified as non-co-operative countries and territories
by Financial Action Task Force (FATF) from time to time and communicated by the Reserve Bank of India to
all concerned.
In Regulation 4, in sub-regulation (b),

(i) the existing explanation shall be numbered as (i) and
(ii) the following new explanation shall be added, namely:
(ii) The Registrar of Chits or an officer authorised by the state government in this behalf, may, in consultation with
the State Government concerned, permit any chit fund to accept subscription from Non-resident Indians. Non-
Munish Bhandari
14
resident Indians shall be eligible to subscribe, through banking channel and on non- repatriation basis, to such
chit funds, without limit subject to the conditions stipulated by the Reserve Bank of India from time to time.
25. Amendment in Foreign Exchange Management (Current Account Transactions) Rules,

2000
MINISTRY OF FINANCE
(Department of Economic Affairs)
NOTIFICATION
New Delhi, the 26th May, 2015
G.S.R. 426(E).In exercise of the powers conferred by section 5 and sub-section (1) and clause (a) of sub-section (2)
of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), and in consultation with Reserve Bank,
the Central Government having considered it necessary in the public interest, makes the following amendment to the
Foreign Exchange Management (Current Account Transactions) Rules, 2000, namely:
1. (1) These rules may be called the Foreign Exchange Management (Current Account Transactions) Amendment
Rules, 2015
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Foreign Exchange Management (Current Account Transactions) Rules, 2000,(i) for rule 5, the following rule shall be substituted, namely:5. Prior approval of Reserve Bank.Every drawal of foreign exchange for transactions included in Schedule III shall
be governed as provided therein:
Provided that this rule shall not apply where the payment is made out of funds held in Resident Foreign Currency
(RFC) Account of the remitter.;
(ii) for Schedule III, the following shall be substituted, namely:
SCHEDULE III (See rule 5)
Facilities for individuals
1. Individuals can avail of foreign exchange facility for the following purposes within the limit of USD 2,50,000 only.
Any additional remittance in excess of the said limit for the following purposes shall require prior approval of the
Reserve Bank of India.
i.
Private visits to any country (except Nepal and Bhutan)
ii.
Gift or donation.
iii.
Going abroad for employment
iv.
Emigration
v.
Maintenance of close relatives abroad
vi.
vii.
Travel for business, or attending a conference or specialised training or for meeting expenses for meeting
medical expenses, or check-up abroad, or for accompanying as attendant to a patient going abroad for medical
treatment/ check-up.
Expenses in connection with medical treatment abroad
viii.
ix.
Studies abroad
Any other current account transaction
Provided that for the purposes mentioned at item numbers (iv), (vii) and (viii), the individual may avail of
exchange facility for an amount in excess of the limit prescribed under the Liberalised Remittance Scheme as
provided in regulation 4 to FEMA Notification 1/2000-RB, dated the 3rd May, 2000 (here in after referred to as
Munish Bhandari
15
the said Liberalised Remittance Scheme) if it is so required by a country of emigration, medical institute
offering treatment or the university, respectively:
Provided further that if an individual remits any amount under the said Liberalised Remittance Scheme in a
financial year, then the applicable limit for such individual would be reduced from USD 250,000 (US Dollars
Two Hundred and Fifty Thousand Only) by the amount so remitted:
Provided also that for a person who is resident but not permanently resident in India and
a. is a citizen of a foreign State other than Pakistan; or
b. is a citizen of India, who is on deputation to the office or branch of a foreign company or subsidiary or
joint venture in India of such foreign company,
may make remittance up to his net salary (after deduction of taxes, contribution to provident fund and other
deductions).
Explanation: For the purpose of this item, a person resident in India on account of his employment or
deputation of a specified duration (irrespective of length thereof) or for a specific job or assignments, the
duration of which does not exceed three years, is a resident but not permanently resident:
provided also that a person other than an individual may also avail of foreign exchange facility, mutatis mutandis,
within the limit prescribed under the said Liberalised Remittance Scheme for the purposes mentioned herein above.
Facilities for persons other than individual 2. The following remittances by persons other than individuals shall require prior approval of the Reserve Bank of
India.
(i) Donations exceeding one per cent. of their foreign exchange earnings during the previous three financial years
or USD 5,000,000, whichever is less, fora. creation of Chairs in reputed educational institutes,
b. contribution to funds (not being an investment fund) promoted by educational institutes; and
c. contribution to a technical institution or body or association in the field of activity of the donor Company.
(ii)
Commission, per transaction, to agents abroad for sale of residential flats or commercial plots in India exceeding
USD 25,000 or five percent of the inward remittance whichever is more.
(iii) Remittances exceeding USD 10,000,000 per project for any consultancy services in respect of infrastructure
projects and USD 1,000,000 per project, for other consultancy services procured from outside India.
Explanation:For the purposes of this sub-paragraph, the expression infrastructure shall mean as defined in
explanation to para 1(iv)(A)(a) of Schedule I of FEMA Notification 3/2000-RB, dated the May 3, 2000.
(iv) Remittances exceeding five per cent of investment brought into India or USD 100,000 whichever is higher, by
an entity in India by way of reimbursement of pre-incorporation expenses.
3. Procedure
The procedure for drawal or remit of any foreign exchange under this schedule shall be the same as applicable for
remitting any amount under the said Liberalised Remittance Scheme.
[F. No. 1/6/EM/2015]
MANOJ JOSHI, Jt. Secy. (Financial Market)
Note : The principal rules were published in Part II, Section 3, Sub-section (i) of Gazette of India, Extraordinary, vide
G.S.R. 381(E), dated the 3rd May, 2000.
Munish Bhandari
16
26. Amendment in Section 2 of the Securities Contracts (Regulation) Act, 1956

In the Securities Contracts (Regulation) Act, 1956 (herein referred to as the Securities Contracts Act), in section 2,
(i) in clause (ac), after sub-clause (B), the following sub-clauses shall be inserted, namely:
(C) commodity derivatives; and
(D) such other instruments as may be declared by the Central Government to be derivatives;;
(ii) after clause (b), the following clauses shall be inserted, namely:
(bb) goods mean every kind of movable property other than actionable claims, money and securities;
(bc) commodity derivative means a contract
(i) for the delivery of such goods, as may be notified by the Central Government in the Official Gazette, and which is
not a ready delivery contract; or
(ii) for differences, which derives its value from prices or indices of prices of such underlying goods or activities,
services, rights, interests and events, as may be notified by the Central Government, in consultation with the Board,
but does not include securities as referred to in sub-clauses (A) and (B) of clause (ac);;
(iii) after clause (c), the following clause shall be inserted, namely:
(ca) non-transferable specific delivery contract means a specific delivery contract, the rights or liabilities under
which or under any delivery order, railway receipt, bill of lading, warehouse receipt or any other documents of title
relating thereto are not transferable;;
(iv) after clause (e), the following clause shall be inserted, namely:
(ea) ready delivery contract means a contract which provides for the delivery of goods and the payment of a price
therefor, either immediately, or within such period not exceeding eleven days after the date of the contract and subject
to such conditions as the Central Government may, by notification in the Official Gazette, specify in respect of any
goods, the period under such contract not being capable of extension by the mutual consent of the parties thereto or
otherwise:
Provided that where any such contract is performed either wholly or in part;
(I) by realisation of any sum of money being the difference between the contract rate and the settlement rate or
clearing rate or the rate of any offsetting contract; or
(II) by any other means whatsoever, and as a result of which the actual tendering of the goods covered by the contract
or payment of the full price therefor is dispensed with, then such contract shall not be deemed to be a ready
delivery contract;;
(v) after clause (h), the following clause shall be inserted, namely:
(ha) specific delivery contract means a commodity derivative which provides for the actual delivery of specific
qualities or types of goods during a specified future period at a price fixed thereby or to be fixed in the manner
thereby agreed and in which the names of both the buyer and the seller are mentioned;;
(vi) after clause (j), the following clause shall be inserted, namely:
(k) transferable specific delivery contract means a specific delivery contract which is not a non-transferable specific
delivery contract and which is subject to such conditions relating to its transferability as the Central Government may
by notification in the Official Gazette, specify in this behalf..
27. Amendment in Section 18A of the Securities Contracts (Regulation) Act, 1956
In section 18A of the Securities Contracts Act,
(i) in clause (b), for the words stock exchange,, the words stock exchange; or shall be substituted;
(ii) after clause (b) as so amended, and after the long line, the following clause shall be inserted, namely:
Munish Bhandari
17
(c) between such parties and on such terms as the Central Government may, by notification in the Official Gazette,
specify,.
The effect of this amendment is as follows:
31.54
CONTRACTS IN DERIVATIVE
(SEC. 18A)
Notwithstanding anything contained in any other law for the time being in force,
Contracts in
derivate to be valid contracts in derivative shall be legal and valid
if such contracts are
s.t. certain
conditions
(a) traded on a recognised stock exchange;
(b) settled on the clearing house of the recognised stock exchange; or
(c) between such parties and on such terms as CG may, by notification in the
Official Gazette, specify,
in accordance with the rules and bye-laws of such stock exchange.
28. Insertion of new section 30A in the Securities Contracts (Regulation) Act, 1956
After section 30 of the Securities Contracts Act, the following section shall be inserted, namely:
30A. (1) Nothing contained in this Act shall apply to non-transferable specific delivery contracts:
Provided that no person shall organise or assist in organising or be a member of any association in any area to which
the provisions of section 13 have been made applicable (other than a stock exchange) which provides facilities for the
performance of any non-transferable specific delivery contract by any party thereto without having to make or receive
actual delivery to or from the other party to the contract or to or from any other party named in the contract.
(2) Where in respect of any area, the provisions of section 13 have been made applicable in relation to commodity
derivatives for the sale or purchase of any goods or class of goods, the Central Government may, by notification,
declare that in the said area or any part thereof as may be specified in the notification all or any of the provisions of
this Act shall not apply to transferable specific delivery contracts for the sale or purchase of the said goods or class of
goods either generally, or to any class of such contracts in particular.
(3) Notwithstanding anything contained in sub-section (1), if the Central Government is of the opinion that in the
interest of the trade or in the public interest it is expedient to regulate and control non-transferable specific delivery
contracts in any area, it may, by notification in the Official Gazette, declare that all or any of the provisions of this Act
shall apply to such class or classes of non-transferable specific delivery contracts in such area in respect of such goods
or class of goods as may be specified in the notification, and may also specify the manner in which and the extent to
which all or any of the said provisions shall so apply..

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CA (Final) Amendments for May, 2016 Exams

1. Amendment in definition of private company and public company

Public company means a company which

2. Amendment in section 123 Insertion of fourth proviso in section 123(1)

Provided also that no company shall declare dividend

3. Amendment in Rule 3 of the Companies (Declaration and Payment of Dividend) Rules,

4. Amendment in section 124

CA (Final) Amendments for May, 2016 Exams

5. Amendment in section 134 (Page No. 25)

8. The Companies (Filing of Documents and Forms in Extensible Business Reporting

CA (Final) Amendments for May, 2016 Exams

CA (Final) Amendments for May, 2016 Exams

CA (Final) Amendments for May, 2016 Exams

10. Amendment in section 143(12)

11. Amendment in section 177

12. Amendment in section 185

13. Amendment in section 188

14. Amendment of section 212.

15. Amendment of section 223.

CA (Final) Amendments for May, 2016 Exams

16. Amendment of section 248.

17. Amendment of section 419.

18. Amendment of section 435.

19. Amendment of section 436.

20. Amendment of section 462.

21. Exemptions to Government Companies

CA (Final) Amendments for May, 2016 Exams

Exceptions, Modifications and Adaptations

Chapter II, section 4.

In section 4, in sub-section (1), in clause (a) the words in the case of a

Chapter IV, section 56.

In sub-section (1), after the proviso, the following provisos shall be

Chapter VII, section 89.

Shall not apply.

Chapter VII, section 90.

Shall not apply.

Chapter VII, sub-section

Chapter VIII, second

Shall not apply to a Government Company in which the entire paid up

Chapter VIII, sub-section

Shall not apply to a Government Company in which the entire paid up

Chapter IX, section 129.

Shall not apply to the extent of application of Accounting Standard 17

Chapter IX, clause (e) of

Shall not apply.

Chapter IX, clause (p) of

CA (Final) Amendments for May, 2016 Exams

Chapter XI, section

Shall not apply.

Chapter XI, clause (a) of

Chapter XI, clause (c) of

Shall not apply.

Chapter XI, sub-section

Chapter XI, sub-sections

Chapter XI, section 160.

Chapter XI, section 162.

Chapter Xl section 163.

CA (Final) Amendments for May, 2016 Exams

Chapter XI, sub-section

Shall not apply.

Chapter XI, section 170.

Shall not apply to a Government Company in which the entire share