Corporate Updates – 15-05-2015


The Hon’ble Supreme Court upheld the Constitutionality of NCLT and NCLAT on the ground that the same has already been upheld in the case of Union of India v. R Gandhi and has given Central government the green signal to set up and operationalise the same. It was further held that non-judicial / technical members of National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT) should be persons above the rank of Additional Secretary in the service of Government of India. The decision was given by a Constitution Bench of Chief Justice HL Dattu and Justices AK Sirki, Arun Mishra, Rohinton Fali Nariman and Amitava Roy in a petition filed by Madras Bar Association (Petitioner) challenging the provisions of Chapter XXVII of the Companies Act, 2013. The Hon’ble court also said that the functioning of NCLT and NCLAT has not started so far and its high time that these Tribunals start functioning now, ans MCA shall take remedial measures as per the directions contained in the judgment at the earliest, so that the NCLT & NCLAT are adequately manned and start functioning in near future.


The Rajya Sabha approved the Companies (Amendment) Bill, 2014 on 13th May, 2015. The proposed amendments cover provisions which include empowering Audit Committee to give omnibus approvals for related party transactions on annual basis under section 188; doing away with the declaration by companies before commencement of business; ordinary resolution for related party transactions in certain cases; enabling provisions to prescribe thresholds beyond which fraud shall be reported by the auditors to the Central Government; public inspection of Board resolutions; restrictions on bail to apply only for offence relating to fraud u/s 447; making common seal optional; omitting requirement for minimum paid-up share capital; strength of benches for hearing winding up cases; jurisdiction of special courts to try offences; setting off of past losses/depreciation before declaring dividend and exemptions for giving of loans/guarantee/security by holding companies to its subsidiaries, etc.

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