Corporate Updates – 25-03-2015

As you all are aware that the Companies Act, 2013 along with the various rules were notified and made effective from 1st of April, 2014. There are various provisions under the Act read with rules, which are required to be complied with by the professionals / Corporate(s) before the closure of the financial year i.e 31st March, 2015.

An attempt has been made to identify the various provisions which need attention and due compliance before the closure of the financial year. Although at most care has been taken to identify all such provisions but there might be a possibility of view more provisions which are required to complied with before 31-03-2015.

S.No Section / Provision Matter Related to Gist of the Compliance Recommendation
1. Section 167 of the Companies Act, 2013 Vacation of Office Director absents himself from all the Meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board; Check Whether every Director has attended atleast one Board Meeting with in period of 12 Month in person.

A Board Meeting can be held before 31/03/2015 to comply with the said provision. Otherwise the concerned director has to vacate his office.

2. Section 173 of the Companies Act, 2013 Number of Board Meeting Every Company (except OPC & SC) is required to hold minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two Consecutive meetings of the Board. Check Whether Four Meeting were held during the year.

Advisable to plan for the Meeting if not Complied with this section.

3. Section 74 of the Companies Act, 2013 Repayment of Deposit If the Company has accepted the deposits before the Commencement of the Act, and the Company has also filed the return in Form DPT 4 in this regard, then repayment of the amount of Deposit by 31-03-2015. Check whether Company has filed DPT-4 and refunded the amount of Deposits if not then can repay the Amount before 31 March, 2015.

Further, the Company can file petition with Company Law Board to seek extension of repayment dates.

4. Section 128 of the Companies Act, 2013 Notice of address at which books of accounts are maintained If the Board of Directors decides by passing the resolution to keep all or any of the books of account at any other place in India besides the registered office then, the company shall, within seven days of passing the Board Resolution, file this form giving full address of that other place in form AOC-5. Companies are recommended to file the eForm AOC-5 irrespective of the fact that the Companies have already filled the requisite Form -23AA under Companies Act, 1956.
5. Section 204 of the Companies Act, 2013 Secretarial Audit All Listed Companies, Companies having paid up share capital of Rs. 50 Cr. Or more; or having turnover of Rs. 250 Crore or more are required to have Secretarial Audit done a Practising Company Secretary. The appointment of PCS as Secretarial Auditor is required to be done in the Board Meeting and it is advisable to appoint the auditors before the closure of the financial year.
6. Section 177 (4) of the Companies Act, 2013 read with Clause 49 (VI) (A) and (B) of the Listing Agreement Risk Management Committee The company shall lay down procedures to inform Board members about the risk assessment and minimization procedures.

According to the Listing agreement, the formation of committee is applicable to top 100 listed companies by market capitalization as at the end of the immediate previous financial year.

Under the Companies Act, 2013, Audit Committee of the Company is required to evaluate the internal financial controls and risk management systems.
7. Section 177, 178 of the Companies Act, 2013 read with Rule 6 Constitution of Committee Certain companies are required to constitute Audit Committee and Nomination & Remuneration Committee shall consist of a minimum of three directors with independent directors forming a majority. The Companies are required to re-constitute the Audit Committee and Nomination & Remuneration Committee as per the requirement of the Act by 31st March, 2015
9. Section 165(3) of the Companies Act, 2013 Number of Directorship No person, after the commencement of this Act, shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time. Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten. The concerned director has to choose not more than 20 Companies in which he wishes to continue to hold office of director by 31-03-2015 and all companies have to ensure that their directors are not holding more than 20 directorship
10. Section 149 of the Companies Act, 2013 read with Rule 3 Appointment of Women Director Every Listed Company and every other Public Company having- Paid up Capital of 100 crore or more or turnover of 300 Crores or More. All Companies are required to appoint Women Director by 31-03-2015.
11. Section 149 (4) of the Companies Act, 2013 read with Rule 3 Appointment of Independent Directors Every listed company and certain public Companies shall have at least one-third of the total number of directors as independent directors. Section 149(5) provides that Every company shall,

within one year from such commencement or from the date of notification of the rules comply with the requirements of the provisions of sub-section (4).

12. Section 177 of the Companies Act, 2013 read with Rule 7 Vigil Mechanism Every Listed Company and other companies are required to establish vigil mechanism in the prescribed manner. The details of establishment of such mechanism shall be disclosed by the company on its website, if any, and in the Board’s report. The policy for vigil mechanism is required to be adopted by the board by March 31, 2015.
13. Section 135 of the Companies Act, 2013 read with Schedule VII Constitution of CSR Committee and formation of policy thereof Every company having net worth of rupees five hundred crore or more, or

turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

All such Companies are required to constitute the Committee before 31st March, 2015. The first meeting of the CSR Committee is also required to be held before 31-03-2015 to formulate & recommendation of the CSR Policy for 2015-16 to the Board.
14. Schedule II of the Companies Act, 2013 Useful Lives to Compute Depreciation The rates of depreciation have been changed. Now depreciation is required to be charged as per new system provided in the Schedule II of the Act. All companies are required to calculate Depreciation as per Schedule II.
15. Clause 49B(VI) of the Listing Agreement Meeting of Independent Directors A Meeting of Independent Director is required to be held in each financial year in the absence of non-independent directors and members of the Management. Meeting of Independent Directors can be held on or before 31-03-2015 to comply with the said provisions.
16. Indirect Taxation Service Tax e-payment of service tax for the period ending on 31-03-2015. 31-03-2015, is the deadline for e-payment of service tax for the period 01-01-2015 to 31-03-2015 and for month of March 2015.
17. Section 139(4) of the Income Tax Act. Income Tax e-Filing of your Income Tax Return for the financial year 2013-2014. Belated Return of Income tax for the financial year 2013-2014 can be uploaded upto 31-03-2015.


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