November 7, 2014
1. Company Law Settlement Scheme, 2014 (CLSS-2014) - Clarification u/s 164(2) of the Companies Act, 2013 MCA has vide its Circular no.41/2014 dated 15th October, 2014 clarified that in case of companies, who have filed their balance sheet and annual returns on or after 01/04/2014 but prior to launch of CLSS-2014 , disqualification under Section 164(2)(a) of the Companies Act,2013 shall apply only for prospective defaults, if any, by such companies. 2. Company Law Settlement Scheme, 2014 (CLSS-2014) MCA has in continuation of the Circular No. 34/2014 dated 12.08.2014, issued Circular No. 40/2014 dated 15th October, 2014 extending the CLS Scheme upto 15th November, 2014. 3. Companies (Accounts) Amendment Rules, 2014 MCA vide its notification dated 14th October, 2014 brought about an amendment in Companies (Accounts) Amendments Rules, 2014 In rule-6 , After the existing Provision , the following provision shall be inserted:- "Provided further that nothing in this rule shall apply in respect of preparation of consolidated financial statement by an intermediate wholly owned subsidiary, other than a wholly-owned subsidiary whose immediate parent is a company incorporated outside India: Provided also that nothing contained in this rule shall, Subject to any other law or regulation, apply for the financial year commencing from the 1st day of April, 2014 and ending on the 31* March, 2015, in case of a company which does not have a subsidiary or subsidiaries but has one or more associate companies or Joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both, as the case may be. “ 4. Companies (Audit and Auditors) amendment rules, 2014 MCA vide its notification dated 14th October, 2014 brought about an amendment in Companies (Audit and Auditors) Amendments Rules, 2014 In rule-10 , After the existing Provision , the following provision shall be inserted:- "10A. for the purposes of clause (i) of sub-section (3) of section 143, for the financial years commencing on or after 1st April, 2015, the report of the auditor shall state about existence of adequate internal financial controls system and its operating effectiveness: Provided that auditor of a company may voluntarily include the statement referred to in this rule for the financial year commencing on or after 1st April, 2014 and ending on or before 31st March, 2015." 5. Clarification on matters relating to Consolidated Financial Statement. MCA has vide its Circular no.39/2014 dated 14th October, 2014 clarified that Schedule lll to the Companies Act, 2013 read with the applicable Accounting Standards does not envisage that a company while preparing its Consolidated Financial statement (CFS) merely repeats the disclosures made by it under stand-alone accounts being consolidated. In the CFS, the company would need to give all disclosures relevant for CFS only. 6. Right of persons other than retiring directors to stand for directorship - Refund of deposit under section 160 of the Companies Act, 2013 in certain cases. MCA has with regard to the query by Companies registered under Section 8 of Companies Act, 2013 about the manner in which the amount of deposit of rupees one lakh received by them under sub-section (l) of section 160 of the Companies Act, 2013 (Act) is to be handled if the depositor fails to secure more than twenty five per cent of the total valid votes. MC has vide its Circular no.38/2014 dated 14th October, 2014 clarified that the Board of directors of a Section 8 company is to decide as to whether the deposit of Rs.1 lakhs received by them under Section 160(1) of the Companies Act, 2013 made by or on behalf of the person failing to secure more than twenty-five percent of the valid votes is to be forfeited or refunded.