March 26, 2024 | CA B K Goyal & Co LLP

the Companies (Prospectus andAllotment of Securities) Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 26, 2024

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Notification under Section 465 of CA 2013

Companies Act 2013 / CA Bhuvnesh Goyal / March 26, 2024

Notification under Section 465 of CA 2013 Read More »

The Companies (Significant Beneficial Owners) Amendment Rules, 2019.

Companies Act 2013 / CA Bhuvnesh Goyal / March 26, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 8th February, 2019 G.S.R. 100(E).— In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read withsection 90 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further toamend the Companies (Significant Beneficial Owners) Rules, 2018, namely:-1. (1) These rules may be called the Companies (Significant Beneficial Owners) Amendment Rules, 2019.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Significant Beneficial Owners) Rules, 2018 (hereinafter referred to as the principal rules), in rule 2,in sub-rule (1), for clauses (b) to (e), the following clauses shall be substituted, namely:-‘(b) “control” means control as defined in clause (27) of section 2 of the Act;(c) “form” means the form specified in Annexure to these rules;(d) “majority stake” means;-(i) holding more than one-half of the equity share capital in the body corporate; or(ii) holding more than one-half of the voting rights in the body corporate; or(iii) having the right to receive or participate in more than one-half of the distributable dividend or anyother distribution by the body corporate;(e) “partnership entity” means a partnership firm registered under the Indian Partnership Act, 1932 (9 of 1932) ora limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009);(f) “reporting company” means a company as defined in clause (20) of section 2 of the Act, required to complywith the requirements of section 90 of the Act;(g) “section” means a section of the Act;(h) “significant beneficial owner” in relation to a reporting company means an individual referred to in subsection (1) of section 90, who acting alone or together, or through one or more persons or trust, possesses oneor more of the following rights or entitlements in such reporting company, namely:-(i) holds indirectly, or together with any direct holdings, not less than ten per cent. of the shares;(ii) holds indirectly, or together with any direct holdings, not less than ten per cent. of the votingrights in the shares;(iii) has right to receive or participate in not less than ten per cent. of the total distributabledividend, or any other distribution, in a financial year through indirect holdings alone, or togetherwith any direct holdings;(iv) has right to exercise, or actually exercises, significant influence or control, in any mannerother than through direct holdings alone:Explanation I. – For the purpose of this clause, if an individual does not hold any right or entitlement indirectlyunder sub-clauses (i), (ii) or (iii), he shall not be considered to be a significant beneficial owner.Explanation II. – For the purpose of this clause, an individual shall be considered to hold a right or entitlementdirectly in the reporting company, if he satisfies any of the following criteria, namely.––¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 13(i) the shares in the reporting company representing such right or entitlement are held in the name of theindividual;(ii) the individual holds or acquires a beneficial interest in the share of the reporting company under subsection (2) of section 89, and has made a declaration in this regard to the reporting company.Explanation III. – For the purpose of this clause, an individual shall be considered to hold a right or entitlementindirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of thereporting company, namely:-(i) where the member of the reporting company is a body corporate (whether incorporated or registered inIndia or abroad), other than a limited liability partnership, and the individual,––(a) holds majority stake in that member; or(b) holds majority stake in the ultimate holding company (whether incorporated or registered inIndia or abroad) of that member;(ii) where the member of the reporting company is a Hindu Undivided Family (HUF) (through karta), and theindividual is the karta of the HUF;(iii) where the member of the reporting company is a partnership entity (through itself or a partner), and theindividual,-(a) is a partner; or(b) holds majority stake in the body corporate which is a partner of the partnership entity; or(c) holds majority stake in the ultimate holding company of the body corporate which is a partnerof the partnership entity.(iv) where the member of the reporting company is a trust (through trustee), and the individual,-(a) is a trustee in case of a discretionary trust or a charitable trust;(b) is a beneficiary in case of a specific trust;(c) is the author or settlor in case of a revocable trust.(v) where the member of the reporting company is,-(a) a pooled investment vehicle; or(b) an entity controlled by the pooled investment vehicle,based in member State of the Financial Action Task Force on Money Laundering and the regulator of thesecurities market in such member State is a member of the International Organization of SecuritiesCommissions, and the individual in relation to the pooled investment vehicle,-(A) is a general partner; or(B) is an investment manager; or(C) is a Chief Executive Officer where the investment manager of such pooled vehicle is a bodycorporate or a partnership entity.Explanation IV. Where the member of a reporting company is,(i) a pooled investment vehicle; or(ii) an entity controlled by the pooled investment vehicle,based in a jurisdiction which does not fulfil the requirements referred to in clause (v) of Explanation III, theprovisions of clause (i) or clause (ii) or clause (iii) or clause (iv) of Explanation III, as the case may be, shallapply.Explanation V. – For the purpose of this clause, if any individual, or individuals acting through any person ortrust, act with a common intent or purpose of exercising any rights or entitlements, or exercising control orsignificant influence, over a reporting company, pursuant to an agreement or understanding, formal orinformal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemedto be ‘acting together’.14 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]Explanation VI. – For the purposes of this clause, the instruments in the form of global depository receipts,compulsorily convertible preference shares or compulsorily convertible debentures shall be treated as ‘shares’.(i)

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The Companies (Prospectus and Allotment ofSecurities) Second Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 26, 2024

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The Companies (Adjudication ofPenalties) Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / March 26, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 19th February, 2019 G.S.R. 131(E).—In exercise of the powers conferred by section 454 read with section 469 of theCompanies Act, 2013, the Central Government hereby makes the following rules, to amend the Companies(Adjudication of Penalties) Rules, 2014, namely:-1. Short Title and Commencement.-(1) These rules may be called the Companies (Adjudication ofPenalties) Amendment Rules, 2019.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Adjudication of Penalties) Rules, 2014, for rule 3, the following rule shall besubstituted, namely:-4 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]“3. Adjudication of Penalties. – (1) The Central Government may appoint any of its officers, notbelow the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of the Act.(2) Before adjudging penalty, the adjudicating officer shall issue a written notice in the specifiedmanner, to the company, the officer who is in default or any other person, as the case may be, to show cause,within such period as may be specified in the notice (not being less than fifteen days and more than thirty daysfrom the date of service thereon), why the penalty should not be imposed on it or him.(3) Every notice issued under sub-rule (2), shall clearly indicate the nature of non-compliance ordefault under the Act alleged to have been committed or made by such company, officer in default, or anyother person, as the case may be and also draw attention to the relevant penal provisions of the Act and themaximum penalty which can be imposed on the company, and each of the officers in default, or the otherperson.(4) The reply to such notice shall be filed in electronic mode only within the period as specified in thenotice :Provided that the adjudicating officer may, for reasons to be recorded in writing, extend the periodreferred to above by a further period not exceeding fifteen days, if the company or officer in default or anyperson as the case may be, satisfies the adjudicating officer that it or he has sufficient cause for not respondingto the notice within the stipulated period or the adjudicating officer has reason to believe that the company orthe officer or the person has received a shorter notice and did not have reasonable time to give reply.(5) If, after considering the reply submitted by such company, its officer, or any other person, as thecase may be, the adjudicating officer is of the opinion that physical appearance is required, he shall issue anotice, within a period of ten working days from the date of receipt of reply fixing a date for the appearance ofsuch company, through its authorised representative, or officer of such company, or any other person, whetherpersonally or through his authorised representative :Provided that if any person, to whom a notice is issued under sub-rule (2), desires to make an oralrepresentation, whether personally or through his authorised representative and has indicated the same whilesubmitting his reply in electronic mode, the adjudicating officer shall allow such person to make suchrepresentation after fixing a date of appearance.(6) On the date fixed for hearing and after giving a reasonable opportunity of being heard to theperson concerned, the adjudicating officer may, subject to reasons to be recorded in writing, pass any order inwriting as he thinks fit including an order for adjournment :Provided that after hearing, adjudicating officer may require the concerned person to submit his replyin writing on certain other issues related to the notice under sub-rule (2), relevant for determination of thedefault.(7) The adjudicating officer shall pass an order,-(a) within thirty days of the expiry of the period referred in sub-rule (2) or of such extended period asreferred therein, where physical appearance was not required under sub-rule (5);(b) within ninety days of the date of issue of notice under sub-rule (2), where any person appearedbefore the adjudicating officer under sub-rule (5):Provided that in case an order is passed after the aforementioned duration, the reasons of the delayshall be recorded by the adjudicating officer and no such order shall be invalid merely because of its passingafter the expiry of such thirty days or ninety days as the case may be.(8) Every order of the adjudicating officer shall be duly dated and signed by him and shall clearlystate the reasons for requiring the physical appearance under sub-rule (5).(9) The adjudicating officer shall send a copy of the order passed by him to the concerned company,officer who is in default or any other person or all of them and to the Central Government and a copy of theorder shall also be uploaded on the website.(10) For the purposes of this rule, the adjudicating officer shall exercise the following powers,namely:-¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 5(a) to summon and enforce the attendance of any person acquainted with the facts andcircumstances of the case after recording reasons in writing;(b) to order for evidence or to produce any document, which in the opinion of the adjudicatingofficer, may be relevant to the subject matter.(11) If any person fails to reply or neglects or refuses to appear as required under sub-rule (5) or subrule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, inthe absence of such person after recording the reasons for doing so.(12) While adjudging quantum of penalty, the adjudicating officer shall have due regard to thefollowing factors, namely:-(a) size of the company;(b) nature of business carried on by the company;(c) injury to public interest;(d) nature of the default;(e) repetition of the default;(f) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as aresult of the default; and(g) the amount of loss caused to an investor or group of investors or creditors as a result of thedefault:Provided that, in no case, the penalty imposed shall be less than the minimum penalty prescribed, ifany, under the relevant section of the Act.(13) In case a fixed sum of penalty is provided for default of a provision, the adjudicating officer shallimpose that fixed sum,

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Section 35 – THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015

THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015 / CA Bhuvnesh Goyal / March 26, 2024

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Section 34 – THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015

THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015 / CA Bhuvnesh Goyal / March 26, 2024

Power to make rules – (1) The State Government may,by notification in the Official Gazette, make rules to carry out theprovisions of this Act.(2) In particular, and without prejudice to the generality ofthe foregoing power, such rules may provide for all or any of thefollowing matters, namely:-(a) the type of independent uses, other than the usesspecified in clause (b) of section 3, which may bemade of an apartment;(b) the other community and commercial facilitiesunder sub-clause (vii) of clause (i) of section 3;74(c) the percentage of non-residential use in abuilding under the second proviso of sub-section(3) of section 4;(d) scales of composition fee under sub-section (3)of section 8 ;(e) the form, period and manner in which declarationshall be submitted under sub-section (1) ofsection 11;(f) other particulars of declaration under clause (h)of sub-section (1) of section 11;(g) the form in which the Register of Deeds ofApartments and the index relating thereto shallbe kept and the particulars which such registershall contain as required by sub-section (2) ofsection 13;(h) the form and manner of making application bythe promoter for registration of the Associationunder sub-section (2) of section 14;(i) the model bye-laws under sub-section (5) ofsection 14;(j) the form and manner of application to be filed tothe Competent Authority and the fee to beaccompanied with such application under subsection (3) of section 25;(k) the matters under clause (e) of section 26, inrespect of which the Competent Authority shallhave powers of a civil court;(l) the form and manner in which appeal to theAppellate Authority to be preferred under subsection (2) of section 27;(m) the form and manner of appeal to be filed to theAppellate Authority and the fee to beaccompanied with such appeal under sub-section(3) of section 27;(n) the matters under clause (d) of sub-section (6) ofsection 27, in respect of which the AppellateAuthority shall have powers of a civil court;(o) any other matter which is required to be, or maybe, prescribed.(3) All rules made under this Act shall be laid, as soon asmay be after they are made, before the House of the State75Legislature, while it is in session, for a period of not less thanfourteen days which may be comprised in one session or in two ormore successive sessions, and if, before the expiry of the session inwhich they are so laid or the session immediately following, theHouse of the State Legislature makes any modification in any suchrule or resolves that any such rule should not be made, the rulesshall thereafter have effect only in such modified form or be of noeffect, as the case may be, so however, that any such modificationor annulment shall be without prejudice to the validity of anythingpreviously done thereunder. 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Section 33 – THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015

THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015 / CA Bhuvnesh Goyal / March 26, 2024

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Section 32 – THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015

THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015 / CA Bhuvnesh Goyal / March 26, 2024

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Section 31 – THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015

THE RAJASTHAN APARTMENT OWNERSHIP BILL, 2015 / CA Bhuvnesh Goyal / March 26, 2024

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