1. Companies (Particulars of Employees) Rules, 2002

[Issued by the Department of Company Affairs vide F. No. 2/29/98 CL. V; published in the Gazette of India Extraordinary Part II Section 3, Sub-section (i) dated 17.04.2002]

The particulars of the employees who are in receipt of specified amount of remuneration are required to be included in the report of the Board of Directors under section 217(2A) of the Companies Act, 1956. The said limit of total remuneration has been raised from Rs. 12 Lacs p.a. to Rs. 24 Lacs p.a., if the employee is employed throughout the financial year, and the limit of Rs. 1 lakh p.m. has been raised to Rs. 2 lakhs p.m., if he is employed for part of the financial year.

2. Disqualification of directors under section 274(1)(g) of the Companies Act, 1956 - clarification

[Issued by the Department of Company Affairs vide No. 2/5/2001-CL.V; General Circular No. 8/2002 dated 22-03-2002]

It is clarified by the Government of India that :

i. Nominee Directors appointed by the Public Financial Institutions and Companies established under the Acts of Parliament, like IDBI, LIC, UTI etc., having non-obstante provisions over the Companies Act, 1956, in their respective statues, shall not be liable to be disqualified for appointment as directors by virtue of Section 274 (1) (g) of the Companies Act, 1956.

ii. Nominee Directors appointed on the Boards of associated concerns or other public companies by-

a. Public financial institutions within the meaning of Section 4A of the Companies Act, 1956;

b. Central or State Government; and
c. Banking companies
are also exempt from the provisions of Section 274(1)(g) of the Companies Act,1956.

3. Committee to examine remaining provisions of the Companies (Amendment) Bill, 1997

[Issued by the Department of the Company Affairs vide F. No. 11/3/2002-CL. V. dated
4-4-2002].

The Central Government has constituted a Committee to examine the remaining provisions of the Companies (Amendment) Bill, 1997 and any other matter with the permission of the Chair and submit its report with its recommendation within a period of one month.

4. Expert group to frame transfer pricing guidelines

[Issued by the Department of the Company Affairs vide F. No. 5/21/2002-CL. V, 52/4/CAB-2002 dated 9-4-2002].

The Central Government has constituted an Expert Group to frame Transfer Pricing Guidelines for companies for pricing their products in connection with transactions with related parties and transactions between different segments of the company.

5. Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2002 - Amendments in Rule 20 of Companies (Central Government's) General Rules and Forms, 1956)

[Notification No. GSR 330 (e), Dated 7-5-2002, issued by Department of Company Affairs]

In exercise of the powers conferred by Section 642 of the Companies Act, 1956, the Central Government has amended Rule 20 of the Companies (Central Government's) General Rules and Forms, 1956. Fees to be paid by Foreign Company for registering any document with the Registrar has been increased from Rs. 1000/- to Rs. 5000/-

6. Amendment of Rule 2 of the Companies (Appoint-ment and Qualifications of Secretary) Rules, 1988.

[Notification No. GSR 419(E), Dated 11-6-2002, issued by Department of Company Affairs]

In exercise of the powers conferred by Section 642(1) of the Companies Act, 1956, the Central Government has amended Rule 2, of Companies (Appointment and Qualifications of Secretary) Rules, 1988. As per amended Rule 2, Companies having paid up capital of less than Rs. 2 crores are exempted from the requirement of appointment of full time company secretary.

The earlier ceiling of Rs. 50 lacs is being increased to Rs. 2 crores. However, these Companies will be required to obtain compliance certificate from the practising Company Secretary.