| MCA Updates |
| Companies (Second Amendment) Act, 2002, which proposes to bring about several regulatory and procedural changes in Companies Act, 1956 through insertion of provisions in the Act and amendment in various sections of Companies Act, 1956, is not effective till date. |
| Section 2 of the Amendment Act states that Central Government may appoint a date, by notification in the Official Gazette to bring into force the amendment Act, provided that different dates may be appointed to give into effect different sections of the amendment Act. Drawing its authority from this section, the Ministry of Corporate Affairs, vide Notification S.O. (E) dated July 10, 2012 has notified August 12, 2012 as the effective date of Companies (Second Amendment) Act, 2002, w.r.t. certain sections of Companies Act, 1956. This is for the first time that a date has been notified for any of the sections of the amendment Act, as none of its sections has taken effect till date. |
| Sections of Companies Act, 1956 which fall under the purview of the Notification and in respect to which the date has been notified are detailed as follows: |
| Section 17, Section 18 and Section 19 of Companies Act, 1956 |
| Section 17 provides for alteration in Objects Clause of Memorandum of Association and change in Registered Office of companies from one State to another and matters related thereto. The effective amendment calls for the substitution of the text of section with the amended text as provided in Section 7 of the Amendment Act, whereby the authority governing the change in Registered Office from one State to another will be shifted from Company Law Board to Central Government. |
| Sections 18 prescribes for registration of the Order passed under section 17 and Section 19 specifies the effect of failure to register the same. and in this context the amendment, substitutes the word “Company Law Board†has been substituted with the word “Central Government” in both these sections, as provided in Section 8 of the Amendment Act. |
| However, it is to be further noted that the Ministry through another Notification S.O.(E) dated July 10, 2012, has further delegated powers of Central Government under the aforementioned sections to the concerned Regional Directors. |
| Section 141 of Companies Act, 1956 |
| This Section provides for rectification of Register of Charges.In this respect, the effective amendment calls for the substitution of the text of section with the amended text as provided in Section 20 of the Amendment Act, which shifts the authority, to whom application for such registration to be made from “Company law Board†to “Central Governmentâ€. Again, these powers of Central Government has further been delegated to the concerned Regional Directors through another Notification S.O.(E) dated July 10, 2012. |
| Section 188 of the Companies Act, 1956 |
| This section provides for the circulation of members resolution, whereby the requisitionists may ask the company to forward a statement to the members along with the notice of the meeting, provided that in this respect, an application may be made either by the company or of any other person, who claims to be aggrieved by the statement, not to circulate the same to the members. Such an application is at present made before Company Law Board, but the amendment when effective will shift this authority to Central Government. Moreover application may also be made to provide for the costs of the meeting, in whole or in part by the requisitionists, and in this respect also the authority has been transferred from Company Law Board to Central Government. The word “Company Law Board†has therefore been substituted with the words “Central Government†as provided in Section 25 of the Amendment Act. |
| Again, these powers of Central Government has further been delegated to the concerned Regional Directors through another Notification S.O.(E) dated July 10, 2012. |
| MCA notifies new rules for LLP Windingup & Dissolution |
| MCA vide Notification dated 10th July 2012 has notified the Limited Liability Partnership (Windingup & Dissolution ) Rules 2012. The new rules will supersede the existing Limited Liability Partnership (Windingup & Dissolution ) Rules 2010. |