Munish Bhandari 1 Amendments for CA (Final) Nov.

2016 Exams

Amendments for CA (Final) Nov. 2016 Exams

1. Section 143(12) of the Companies Act, 2013

[As amended by section 13 of the Companies (Amendment) Act, 2015, and notified by CG vide
Notification No. S.O. 3388(E) dated 14th December, 2015]

Duty of auditor to → Notwithstanding anything contained in this section,

report certain → if an auditor of a company
frauds to CG → in the course of the performance of his duties as auditor,
[Sec. 143(12)] → has reason to believe that an offence of fraud
→ involving such amount or amounts as may be prescribed,
→ is being or has been committed in the company
→ by its officers or employees,
→ the auditor shall report the matter to CG
→ within such time and in such manner as may be prescribed:
Duty of auditor to → Provided that in case of a fraud involving lesser than the specified
report certain amount,
frauds to Board → the auditor shall report the matter to the audit committee constituted
u/s 177 or to the Board in other cases
[First Proviso to
→ within such time and in such manner as may be prescribed:
Sec. 143(12)]
Duty of Board to → Provided further that the companies,
disclose details of → whose auditors have reported frauds under this sub-section to the
certain frauds audit committee or the Board
[Second Proviso to → but not reported to CG,
Sec. 143(12)] → shall disclose the details about such frauds in the Board’s report
→ in such manner as may be prescribed.

2. Rule 13 of the Companies (Audit and Auditors) Rules, 2014

[As amended by Rule 2(i) of the Companies (Audit and Auditors) Amendment Rules, 2015 vide
Notification No. G.S.R. 972(E) dated 14th December, 2015]

13. Reporting of frauds by auditor and other matters:

(1) If an auditor of a company, in the course of the performance of his duties as statutory
auditor, has reason to believe that an offence of fraud, which involves or is expected to
involve individually an amount of Rs. 1 crore or above, is being or has been committed
against the company by its officers or employees, the auditor shall report the matter to
CG.
(2) The auditor shall report the matter to CG as under:-
(a) the auditor shall report the matter to the Board or the Audit Committee, as the case
may be, immediately but not later than 2 days of his knowledge of the fraud,
seeking their reply or observations within 45 days;
Munish Bhandari 2 Amendments for CA (Final) Nov. 2016 Exams
(b) on receipt of such reply or observations, the auditor shall forward his report and the
reply or observations of the Board or the Audit Committee along with his
comments (on such reply or observations of the Board or the Audit Committee) to
CG within 15 days from the date of receipt of such reply or observations;
(c) in case the auditor fails to get any reply or observations from the Board or the Audit
Committee within the stipulated period of 45 days, he shall forward his report to
CG along with a note containing the details of his report that was earlier forwarded
to the Board or the Audit Committee for which he has not received any reply or
observations;
(d) the report shall be sent to the Secretary, Ministry of Corporate Affairs in a sealed
cover by Registered Post with Acknowledgement Due or by Speed Post followed
by an e-mail in confirmation of the same;
(e) the report shall be on the letter-head of the auditor containing postal address, e-mail
address and contact telephone number or mobile number and be signed by the
auditor with his seal and shall indicate his Membership Number; and
(f) the report shall be in the form of a statement as specified in Form ADT-4.
(3) In case of a fraud involving lesser than the amount specified in sub-rule (1), the auditor
shall report the matter to Audit Committee constituted u/s 177 or to the Board
immediately but not later than 2 days of his knowledge of the fraud and he shall report the
matter specifying the following:-
(a) Nature of Fraud with description;
(b) Approximate amount involved; and
(c) Parties involved.
(4) The following details of each of the fraud reported to the Audit Committee or the Board
under sub-rule (3) during the year shall be disclosed in the Board’s Report:-
(a) Nature of Fraud with description;
(b) Approximate Amount involved;
(c) Parties involved, if remedial action not taken; and
(d) Remedial actions taken.
(5) The provision of this rule shall also apply, mutatis mutandis, to a Cost Auditor and a
Secretarial Auditor during the performance of his duties u/s 148 and section 204
respectively.

3. Proviso to Clause (iv) of sub-section (4) of section 177

[As inserted by section 14 of the Companies (Amendment) Act, 2015, and notified by CG vide
Notification No. S.O. 3388(E) dated 14th December, 2015]
Provided that the Audit Committee may make omnibus approval for related party transactions
proposed to be entered into by the company subject to such conditions as may be prescribed;

4. Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014
[As amended by Rule 2(i) of the Companies (Meetings of Board and its Powers) Second
Amendment Rules, 2015 vide Notification No. G.S.R. 971(E) dated 14th December, 2015]
6A. Omnibus approval for related party transactions on annual basis.- All related party
transactions shall require approval of the Audit Committee and the Audit Committee may make
omnibus approval for related party transactions proposed to be entered into by the company
subject to the following conditions, namely:-
Munish Bhandari 3 Amendments for CA (Final) Nov. 2016 Exams
(1) The Audit Committee shall, after obtaining approval of the Board of Directors, specify
the criteria for making the omnibus approval which shall include the following, namely:-
(a) maximum value of the transactions, in aggregate, which can be allowed under the
omnibus route in a year;
(b) the maximum value per transaction which can be allowed;
(c) extent and manner of disclosures to be made to the Audit Committee at the time of
seeking omnibus approval;
(d) review, at such intervals as the Audit Committee may deem fit, related party
transaction entered into by the company pursuant to each of the omnibus approval
made;
(e) transactions which cannot be subject to the omnibus approval by the Audit
Committee.
(2) The Audit Committee shall consider the following factors while specifying the criteria for
making omnibus approval, namely: -
(a) repetitiveness of the transactions (in past or in future);
(b) justification for the need of omnibus approval.
(3) The Audit Committee shall satisfy itself on the need for omnibus approval for
transactions of repetitive nature and that such approval is in the interest of the company.
(4) The omnibus approval shall contain or indicate the following: -
(a) name of the related parties;
(b) nature and duration of the transaction;
(c) maximum amount of transaction that can be entered into;
(d) the indicative base price or current contracted price and the formula for variation in
the price, if any; and
(e) any other information relevant or important for the Audit Committee to take a
decision on the proposed transaction:
Provided that where the need for related party transaction cannot be foreseen and
aforesaid details are not available, audit committee may make omnibus approval for such
transactions subject to their value not exceeding Rs. 1 crore per transaction.
(5) Omnibus approval shall be valid for a period not exceeding 1 FY and shall require fresh
approval after the expiry of such FY.
(6) Omnibus approval shall not be made for transactions in respect of selling or disposing of
the undertaking of the company.
(7) Any other conditions as the Audit Committee may deem fit.

5. Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014
[Omitted by Rule 2(ii) of the Companies (Meetings of Board and its Powers) Second
Amendment Rules, 2015 vide Notification No. G.S.R. 971(E) dated 14th December, 2015]
Rule 10 shall be omitted.

6. Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014
[As amended by Rule 2(iii) of the Companies (Meetings of Board and its Powers) Second
Amendment Rules, 2015 vide Notification No. G.S.R. 971(E) dated 14th December, 2015]

In rule 15, in sub-rule (3), for the words “special resolution”, wherever they occur, the word
“resolution” shall be substituted.
Munish Bhandari 4 Amendments for CA (Final) Nov. 2016 Exams

7. Sub-sections (5), (6) [except with respect to the manner of administration of

the Investor Education and Protection Fund] and (7) of section 125 of the
Companies Act, 2013
[As made applicable vide Notification No. S.O. 125(E) dated 13.01.2016]

Consititution of → CG shall constitute, by notification,

Authority for → an authority for administration of the Fund
administration of → consisting of a chairperson and such other members, not
Fund exceeding 7 and a chief executive officer, as CG may appoint.
[Sec. 125(5)]
Manner of → The manner of administration of the Fund,
administration, → appointment of chairperson, members and chief executive officer,
appointments etc. → holding of meetings of the authority
[Sec. 125(6)] → shall be in accordance with such rules as may be prescribed.
Rescources to be → CG may provide to the authority
provided by CG → such offices, officers, employees and other resources
[Sec. 125(7)] → in accordance with such rules as may be prescribed.

8. Proviso to Sec. 143(11)

[As inserted by the Companies (Removal of Difficulties) Order, 2016 vide Notification No. S.O.
1226(E) dated 29th March, 2016 w.r.e.f. 10.04.2015]

Position till NFRA → Provided that until the National Financial Reporting Authority is
is not constituted constituted u/s 132,
[Proviso to Sec. → CG may hold consultation required under this sub-section with the
Committee chaired by an officer of the rank of Joint Secretary or
143(11)] equivalent in the Ministry of Corporate Affairs and
→ the Committee shall have the representatives from
→ the Institute of Chartered Accountants of India and
→ Industry Chambers and
→ also special invitees from the National Advisory Committee on
Accounting Standards and the office of the Comptroller and Auditor-
General.

9. Proviso to Sec. 133

[As inserted by the Companies (Removal of Difficulties) Order, 2016 vide Notification No. S.O.
1227(E) dated 29th March, 2016 w.r.e.f. 01.04.2015]

Position till → Provided that until the National Financial Reporting Authority is constituted
NFRA is not u/s 132 of the Companies Act, 2013 (18 of 2013),
constituted → CG may prescribe the standards of accounting or any addendum thereto,
[Proviso to → as recommended by the Institute of Chartered Accountants of India,
constituted u/s 3 of the Chartered Accountants Act, 1949 (38 of 1949),
Munish Bhandari 5 Amendments for CA (Final) Nov. 2016 Exams
Sec. 133] → in consultation with and after examination of the recommendations made by
National Advisory Committee on Accounting Standards constituted u/s 210A
of the Companies Act, 1956.

10. Explanation (i) to Regulation 4(b) of the Foreign Exchange Management

(Permissible Capital Account Transactions) Regulations, 2000
[As amended by the Foreign Exchange Management (Permissible Capital Account
Transactions) (Fourth Amendment) Regulations, 2015 vide Notification No. FEMA. 345/2015-
RB w.e.f. 16.11.2015]

For the purpose of this regulation, “real estate business” shall not include development of townships,
construction of residential/commercial premises, roads or bridges and Real Estate Investment Trusts
(REITs) registered and regulated under the SEBI (REITs) Regulations, 2014.

11. Master Direction - Liberalised Remittance Scheme (LRS)

[RBI/FED/2015-16/3; FED Master Direction No. 7/2015-16; January 1, 2016 (Updated as on
February 11, 2016)]

1. The captioned Scheme was introduced on February 4, 2004, vide A.P. (DIR Series) Circular No.
64 dated February 4, 2004 read with GoI Notification G.S.R. No. 207(E) dated March 23, 2004,
as a liberalization measure to facilitate resident individuals to remit funds abroad for permitted
current or capital account transactions or combination of both. These Regulations are amended
from time to time to incorporate the changes in the regulatory framework and published through
amendment notifications.
2. Under the Liberalised Remittance Scheme, Authorised Dealers may freely allow remittances by
resident individuals up to USD 2,50,000 per Financial Year (April-March) for any permitted
current or capital account transaction or a combination of both. The Scheme is not available to
corporates, partnership firms, HUF, Trusts, etc.
3. The LRS limit has been revised in stages consistent with prevailing macro and micro economic
conditions. During the period from February 4, 2004 till date, the LRS limit has been revised as
under:
Feb 4, Dec 20, May 8, Sep 26, Aug 14, Jun 3, May 26,
Date
2004 2006 2007 2007 2013 2014 2015
LRS
limit 25,000 50,000 1,00,000 2,00,000 75,000 1,25,000 2,50,000
(USD)
4. The Scheme is available to all resident individuals including minors.
5. Remittances under the Scheme can be consolidated in respect of family members subject to
individual family members complying with its terms and conditions.
6. All other transactions which are otherwise not permissible under FEMA are not allowed under the
Scheme.
7. The limit of USD 2,50,000 per Financial Year (FY) under the Scheme also includes/subsumes
remittances for current account transactions (viz. private visit; gift/donation; going abroad on
employment; emigration; maintenance of close relatives abroad; business trip; medical treatment
abroad; studies abroad) available to resident individuals under Para 1 of Schedule III to Foreign
Exchange Management (Current Account Transactions) Amendment Rules, 2015 dated May 26,
2015. Release of foreign exchange exceeding USD 2,50,000 requires prior permission from the
Reserve Bank of India.
Munish Bhandari 6 Amendments for CA (Final) Nov. 2016 Exams
8. Remittances under the Scheme can be used for purchasing objects of art subject to the provisions
of other applicable laws such as the Foreign Trade Policy of the Government of India.
9. The Scheme is not available for remittances for any purpose specifically prohibited under
Schedule I or any item restricted under Schedule II of Foreign Exchange Management (Current
Account Transaction) Rules, 2000, dated May 3, 2000, as amended from time to time.
10. It is mandatory to have PAN card to make remittances under the Scheme for capital account
transactions. However, PAN card need not be insisted upon for remittances made towards
permissible current account transactions up to USD 25,000.

12. SEBI Regulations on conditions and manner of providing exit opportunity to

dissenting shareholders (Regulations 69A to 69G)
[Notification No. No. SEBI/LAD-NRO/GN/2015-16/036 dated 17th February, 2016]

69A. Applicability.
The provisions of this Chapter shall apply to an exit offer made by the promoters or shareholders in
control of an issuer to the dissenting shareholders in terms of section 13(8) and section 27(2) of the
Companies Act, 2013, in case of change in objects or variation in the terms of contract referred to in
the prospectus.
69B. Definitions.
For the purpose of this Chapter:
(a) “dissenting shareholders” means those shareholders who have voted against the resolution for
change in objects or variation in terms of a contract, referred to in the prospectus of the issuer;
(b) “frequently traded shares” shall have the same meaning as assigned to it in the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
(c) “relevant date” means date of the board meeting in which the proposal for change in objects or
variation in terms of a contract, referred to in the prospectus is approved, before seeking
shareholders’ approval.
69C. Conditions for exit offer.
The promoters or shareholders in control shall make the exit offer in accordance with the provisions
of this Chapter, to the dissenting shareholders, if:
(a) the public issue has opened after April 1, 2014; and
(b) the proposal for change in objects or variation in terms of a contract, referred to in the prospectus
is dissented by at least 10% of the shareholders who voted in the general meeting; and
(c) the amount to be utilized for the objects for which the prospectus was issued is less than 75% of
the amount raised.
69D. Eligibility of shareholders for availing the exit offer
Only those dissenting shareholders of the issuer who are holding shares as on the relevant date shall
be eligible to avail the exit offer made under this Chapter.
69E. Exit offer price.
The ‘exit price’ payable to the dissenting shareholders shall be the highest of the following:
(a) the volume-weighted average price during the 52 weeks immediately preceding the relevant date;
(b) the highest price during the 26 weeks immediately preceding the relevant date;
(c) the volume-weighted average price during 60 trading days immediately preceding the relevant
date;
Munish Bhandari 7 Amendments for CA (Final) Nov. 2016 Exams
(d) where the shares are not frequently traded, the price determined by the promoters or shareholders
having control and the merchant banker taking into account such parameters as are customary for
valuation of shares of such issuers.
69F. Manner of providing exit to dissenting shareholders.
(1) The notice proposing the passing of special resolution for changing the objects of the issue and
varying the terms of contract, referred to in the prospectus shall also contain information about
the exit offer to the dissenting shareholders.
(2) In addition to the disclosures required under the provisions of section 102 of the Companies Act,
2013 read with rule 32 of the Companies (Incorporation) Rules, 2014 and rule 7 of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 and any other applicable law, a
statement to the effect that the promoters or the shareholders having control shall provide an exit
opportunity to the dissenting shareholders shall also be included in the explanatory statement to
the notice for passing special resolution.
(3) After passing of the special resolution, the issuer shall submit the voting results to the recognised
stock exchange(s).
(4) The issuer shall also submit the list of dissenting shareholders to the recognised stock
exchange(s).
(5) The promoters or shareholders in control, shall appoint a merchant banker registered with the
Board and finalize the exit offer price in accordance with these regulations.
(6) The issuer shall intimate the recognised stock exchange(s) about the exit offer to dissenting
shareholders and the price at which such offer is being given.
(7) The recognised stock exchange(s) shall immediately on receipt of such intimation disseminate
the same to public within 1 working day.
(8) To ensure security for performance of their obligations, the promoters or shareholders having
control, as applicable, shall create an escrow account which may be interest bearing and deposit
the aggregate consideration in the account at least 2 working days prior to opening of the
tendering period.
(9) The tendering period shall start not later than 7 working days from the passing of the special
resolution and shall remain open for 10 working days.
(10) The dissenting shareholders who have tendered their shares in acceptance of the exit offer shall
have the option to withdraw such acceptance till the date of closure of the tendering period.
(11) The promoters or shareholders having control shall facilitate tendering of shares by the
shareholders and settlement of the same through the recognised stock exchange mechanism as
specified by SEBI for the purpose of takeover, buy-back and delisting.
(12) The promoters or shareholders having control shall, within a period of 10 working days from the
last date of the tendering period, make payment of consideration to the dissenting shareholders
who have accepted the exit offer.
(13) Within a period of 2 working days from the payment of consideration, the issuer shall furnish to
the recognised stock exchange(s), disclosures giving details of aggregate number of shares
tendered, accepted, payment of consideration and the post-offer shareholding pattern of the
issuer and a report by the merchant banker that the payment has been duly made to all the
dissenting shareholders whose shares have been accepted in the exit offer.
69G. Offer not to exceed maximum permissible non-public shareholding.
In the event, the shares accepted in the exit offer were such that the shareholding of the promoters or
shareholders in control pursuant to completion of the exit offer results in their shareholding exceeding
the maximum permissible non-public shareholding, the promoters or shareholders in control, as
applicable, shall be required to bring down the non-public shareholding to the level specified and
within the time permitted under Securities Contract (Regulation) Rules, 1957.
Munish Bhandari 8 Amendments for CA (Final) Nov. 2016 Exams

13. Change in value of assets and value of turnover u/s 5 of the Competition Act,
2002
[As amended by Notification No. S.O. 675(E) w.e.f. 4th March, 2016]
In exercise of the powers conferred by sub-section (3) of Section 20 of the Competition Act, 2002 (12
of 2003), the Central Government in consultation with the Competition Commission of India, hereby
enhances, on the basis of the wholesale price index, the value of assets and the value of turnover, by
100% for the purposes of section 5 of the said Act, from the date of publication of this notification in
the Official Gazette.

14. Exemption to certain enterprises u/s 5 of the Competition Act, 2002

[As amended by Notification No. S.O. 674(E) w.e.f. 4th March, 2016]
In exercise of the powers conferred by clause (a) of section 54 of the Competition Act, 2002 (12 of
2003), the Central Government, in public interest, hereby exempts an enterprise, whose control,
shares, voting rights or assets are being acquired has either assets of the value of not more than Rs.
350 crores in India or turnover of not more than Rs. 1,000 crores in India from the provisions of
section 5 of the said Act for a period of 5 years from the date of publication of the notification in the
official gazette.

15. Exemption to certain groups u/s 5 of the Competition Act, 2002

[As amended by Notification No. S.O. 673(E) w.e.f. 4th March, 2016]
In exercise of the powers conferred by clause (a) of section 54 of the Competition Act, 2002 (12 of
2003), the Central Government, in public interest, hereby exempts the ‘Group’ exercising less than
50% of voting rights in other enterprise from the provisions of section 5 of the said Act for a period of
5 years with effect from the date of publication of this notification in the official gazette.

Gist of amendments already covered in the amendment class held for

CA (Final) May, 2016 Exams
1. Amendment in definition of private company [Section 2(68)] and public company [Section
2(71)]
2. Amendment in section 123 – Insertion of fourth proviso in section 123(1)
3. Amendment in Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014
4. Amendment in section 134
5. Amendment in Rule 8(3) of the Companies (Accounts) Rules, 2014
6. Amendment in Rule 12 of the Companies (Accounts) Rules, 2014 (Page No. 34)
7. The Companies (Filing of Documents and Forms in Extensible Business Reporting Language)
Rules, 2015 notified
8. Clarification with regard to circulation and filing of financial statement under relevant provisions
of the Companies Act, 2013
9. Amendment in section 185
10. Amendment in section 188
11. Amendment of section 212.
12. Amendment of section 223.
Munish Bhandari 9 Amendments for CA (Final) Nov. 2016 Exams
13. Amendment of section 462.
14. Exemptions to Government Companies [Notification No. G.S.R. 463(E) dated 5th June, 2015]
15. Exemptions to Private Companies [Notification No. G.S.R. 464(E) dated 5th June, 2015]
16. Exemptions to Companies Licenced u/s 8 [Notification No. G.S.R. 466(E) dated 5th June, 2015]
17. Amendment in Regulation 4 of the Foreign Exchange Management (Permissible Capital Account
Transactions) Regulations 2000
18. Amendment in Rule 5 read with Schedule III of the Foreign Exchange Management (Current
Account Transactions) Rules, 2000
19. Insertion of new definitions in the Securities Contracts (Regulation) Act, 1956
20. Amendment in Section 18A of the Securities Contracts (Regulation) Act, 1956
21. Insertion of new section 30A in the Securities Contracts (Regulation) Act, 1956