ORDERS ISSUED UNDER COMPANIES ACT 2013

Until 31^st march 2014, Ministry of Corporate Affairs has issued three orders. These orders were issued in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 to remove the difficulties.

The Companies (Removal of Difficulties) Order, 2013

First order is; the Companies (Removal of Difficulties) Order, 2013 published on 20^th September 2013 and come into force that day. The order reads:

“It is hereby clarified that until a date is notified by the Central Government under sub-section (1) of section 434 of the Companies Act, 2013 (18 of 2013) for transfer of all matters, proceedings or cases to the Tribunal constituted under Chapter XXVII of the said Act, the Board of Company Law Administration shall exercise the powers of the Tribunal under sections 24, 58 and section 59 in pursuance of the second proviso to sub-section (1) of section 465 of the said Act.”

The Proviso mentioned in the order read, “until a date of notified by the Central Government under subsection (1) of Section 434 for transfer of all matters, proceedings or cases to the Tribunal, the provisions of the Companies Act, 1956 in regard to the jurisdiction, powers, authority and functions of the Board of Company Law Administration and court shall continue to apply as if the Companies Act, 1956 has not been repealed”

We have discussed Section 465 earlier in detail here.

The Companies 1^st (Removal of Difficulties) Order, 2014

The Companies 1^st (Removal of Difficulties) Order 2014 was issued and come into force on 28^th March 2014.

The Order clarified that a public company in which a director or manager is a director and holds along with his relatives, more than two percent of its paid up share capital shall be related party.

This order replace sub-clause (v) of clause (76) of Section 2 of the Act, that a public company in which a director or manager is a director or holds along with his relatives, more than two percent of its paid up share capital shall be related party.

This order replaces term “or” with “and”. We have discussed relevant definition earlier here.

The Companies 2^nd (Removal of Difficulties) Order, 2014

This 2^nd order of 2014 was issued on same date along with The Companies 1^st (Removal of Difficulties) Order 2014.

This order clarifies that the annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed in the rules under sub-section (2) of section 92, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Original provision of sub – section (2) of Section 92 reads, “The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.”

This order replaces term “and” with “or”. We have discussed relevant definition earlier here.

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