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December 17, 2014

Changes in Companies Act 2013 done in Dec 2014

Amendment to Section
Subject Matter
Changes Made
2(68) Private Company
Requirement related to minimum paid up share capital of 1 Lakh
2(71) Public Company
Requirement related to minimum paid up share capital of 5 Lakh

9 Effect of Registration
Requirement of a Common Seal
11 Commencement of Business
Declaration by Director
12 Registered Office of Company
Engraving of name in Seal
22 Execution of Bills of exchange
Power of Attorney to execute on behalf of the company
In case of no Common Seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary
46 Certificate of Shares
Issue of Share Certificate
In case of no Common Seal, the certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary
76A Punishment on Contravention of Section 73 or 76
Insertion of new section
Fine between one crores rupees to ten crore rupees and imprisonment which may extend to seven years with or without fine between 5lakhs to 2 corores
117 Resolutions and Agreements to be filed
Registration of Resolutions/Agreements
Public Inspection of resolutions/agreements so filed shall not be open to public inspection.
123 Declaration of Dividend
Requirement of free reserves
No dividend shall be declared unless carried over previous losses and depreciation are set off against profit of the company for the current year
124 Unpaid Dividend
Transfer to Investor Education and Protection Fund
Unpaid or un-claimed dividend for 7 or more consecutive years shall be transferred to Investor Education and Protection Fund
134 Financial Statements, Boards Report
Attachments to be made to Boards’ Report
Details in respect of frauds reported by auditors u/s 143(12) other than those which are reportable to the Central Government.
143 Power and Duties of auditors and auditing standards
Reporting of fraud by auditor
Two categories have been prescribed based on amount involved-
(a)      Equal or more than prescribed–reporting shall be to central Government.
(b)     Less than prescribed-reporting to audit committee and shall be disclosed in Board’s Report
177 Audit Committee
Term of reference of Audit Committee
Audit Committee may make omnibus approval for related party transactions proposed to be entered
185 Loans to Directors
Exclusions to restrictions on Loans
Loan or guarantee by holding to subsidiary and utilised for principal activities of subsidiary excluded
188 Related Party Transactions
Special Resolution required for transactions exceeding prescribed amount
Requirement of Special resolution done away. Also transactions between holding and wholly owned subsidiary (whose accounts are consolidated with such holding company and placed before the shareholders at the general) taken out of purview of passing of resolution
212 Investigation into affairs of company by Serious Fraud Investigation Office
Cognizable Offences prohibiting release on bail
Relaxation has been given by taking out offences other than covered in section 447
223 Inspectors Report
The authentication of Inspectors report under by Common Seal
419 Benches of Tribunal
Constitution of Special Benches for rehabilitation, restructuring, revival of companies
Special Benches not to be constituted for winding up
435 Establishment of Special Courts
Special Courts for speedy trial
Special Courts shall be established/designated only for trial of offences punishable with imprisonment of two years or more and all other offences shall be tried, by a Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or previous company  law
Offences triable by special courts

Above article has been pulled from
Link to the amendment bill

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