MCA Notifies amendments in Schedule I of the Companies Act

MCA Notifies amendments in Schedule I of the Companies Act

 

[TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY, PART II,SECTION 3, SUB SECTION (i)]

GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS Notification

New Delhi: 10.04.2018

GSR. _ (E).- In exercise of the powers conferred by sub-section (1) of section 467of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes thefollowing alteration to the Schedule I of the said Act, namely:- 2. In the Companies Act, 2013, in Schedule I, -

(i) in Table F, in paragraph II, -

(a) in sub-paragraph (2), for item (ii), the following item shall be substituted,namely:-

"Every certificate shall specify the shares to which it relates and the amountpaid-up thereon and shall be signed by two directors or by a director and thecompany secretary, wherever the company has appointed a company secretary:

Provided that in case the company has a common seal it shall be affixed in thepresence of the persons required to sign the certificate.

Explanation.- For the purposes of this item, it is hereby clarified that in case ofan One Person Company, it shall be sufficient if the certificate is signed by adirector and the company secretary, wherever the company has appointed acompany secretary, or any other person authorised by the Board for thepurpose." ;

(b) in sub-paragraph (79), after item (ii), the following explanation shall beinserted, namely:-

"Explanation.- : For the purposes of this sub-paragraph it is hereby clarified thaton and from the commencement of the Companies (Amendment) Act, 2015 (21of 2015), i.e. with effect from the 29th May, 2015, company may not be requiredto have the seal by virtue of registration under the Act and if a company doesnot have the seal, the provisions of this sub-paragraph shall not be applicable."

(ii) in Table H, in paragraph II, in sub-paragraph (30), after item (ii) but beforethe 'Note', the following explanation shall be inserted, namely:-

"Explanation.- For the purposes of this sub-paragraph it is hereby clarified thaton and from the commencement of the Companies (Amendment) Act, 2015 (21of 2015), i.e. with effect from the 29th May, 2015, company may not be requiredto have the seal by virtue of registration under the Act and if a company doesnot have the seal, the provisions of this sub-paragraph shall not be applicable.".

[F.N 11/08/2012-Ct V-Vol XVII] -sd (K V MVRTY) Joint Secretary to the Government of India

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Authors Comment : Amendment 1 Basically Table F is prescribed format of ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES. Item (ii) of Sub para (2) of paragraph II of Table F states that every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon. This notification has been introduced to add in that item that:

• Common Seal of the company( if the company has one) shall be affixed in the presence of personsrequired to sign the certificate.
• It should be signed
  • by either two directorsor
  • by a director and the company secretary, wherever thecompany has appointed company secretary.
• MCA has also clarified that in case of One person company, the certificate will be signed by the director & the company secretary(if appointed) or any other person authorised by the Board for this purpose.

Amendment 2 Sub para (79) of paragraph II of Table F states the provisions of using the Company Seal & provisions of keeping the company seal in safe custody. In this it has been added that that these provisions will not be applicable in case company does not have a common seal/company seal. Amendment 3 Item (ii) of sub para (30) of paragraph II of Table H ( prescribed format of ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL) states the provisions of using the Company Seal & provisions of keeping the company seal in safe custody. In this it has been added that that these provisions will not be applicable in case company does not have a common seal/company seal.