31. In section 121 of the principal Act,- (i) in sub-section (2), the words and figures "within the time as specified, under section 403" shall be omitted; (ii) in sub-section (3), for the words and figures "under section 403 with additional fees", the word "therein" shall be substituted.
32. In section 123 of the principal Act,-
(a) in sub-section (1),-
(i) in clause (a),-
(A) for the words "both; or", the word "both:" shall be substituted;
(B) the following proviso shall be inserted, namely:-
"Provided that in computing profits any amount representing unrealised gains, notional gains or revaluation of assets and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value shall be excluded; or";
(ii) in the second proviso, for the words "transferred by the company to the reserves", the words "transferred by the company to the free reserves" shall be sustituted;
(b) for sub-section (3), the following sub-section shall be substituted, namely:-
"(3) The Board of Directors of a company may declare interim dividend during any financial year or at any time during the period from closure of financial year till holding of the annual general meeting out of the surplus in the profit and loss account or out of profits of the financial year for which such interim dividend is sought to be declared or out of profits generated in the financial year till the quarter preceding the date of declaration of the interim dividend:
Provided that in case the company has incurred loss during the current financial year up to the end of the quarter immediately preceding the date of declaration of interim dividend, such interim dividend shall not be declared at a rate higher than the average dividends declared by the company during immediately preceding three financial years.".
33. In section 129 of the principal Act, for sub-section (3), the following
sub-section shall be substituted, namely:-
"(3) Where a company has one or more subsidiaries or associate companies, it shall, in addition to financial statements provided under sub-section (2), prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under sub-section (2):
Provided that the company shall also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiary or subsidiaries and associate company or companies in such form as may be prescribed:
Provided further that the Central Government may provide for the consolidation of accounts of companies in such manner as may be prescribed.".
34. In section 130 of the principal Act,-
(i) in sub-section (1), in the proviso,-
(a) after the words "regulatory body or authorities concerned", the words "or any other person concerned" shall be inserted;
(b) after the words "the body or authority concerned", the words "or the other person concerned" shall be inserted;
(ii) after sub-section (2), the following sub-section shall be inserted, namely:-
"(3) No order shall be made under sub-section (1) in respect of re-opening of books of account relating to a period earlier than eight financial years immediately preceding the current financial year:
Provided that where a direction has been issued by the Central Government under the proviso to sub-section (5) of section 128 for keeping of books of account for a period longer than eight years, the books of account may be ordered to be re-opened within such longer period.".
35. In section 132 of the principal Act,-
(i) in sub-section (4), in clause (c), in sub-clause (A), in item (II), for the words "ten lakh rupees", the words "five lakh rupees" shall be substituted;
(ii) in sub-section (5), for the words, brackets and figure "the Appellate Authority constituted under sub-section (6) in such manner as may be prescribed", the words the Appellate Tribunal in such manner and on payment of such fee as may be prescribed" shall be substituted;
(iii) sub-sections (6), (7), (8) and (9) shall be omitted
36. In section 134 of the principal Act,-
(a) for sub-section (1), the following sub-section shall be substituted, namely:-
"(1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.";
(b) in sub-section (3),-
(i) for clause (a), the following clause shall be substituted, namely:-
"(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;";
(ii) in clause (p), for the words "annual evaluation has been made by the Board of its own performance and that of its committees and individual directors", the words "annual evaluation of the performance of the Board, its Committees and of individual directors has been made" shall be substituted;
(iii) after clause (q), the following provisos shall be inserted, namely:-
"Provided that where disclosures referred to in this sub-section have been included in the financial statements, such disclosures shall be referred to instead of being repeated in the Board's report:
Provided further that where the policy referred to in clause (e) or clause (o) is made available on company's website, if any, it shall be sufficient compliance of the requirements under such clauses if the salient features of the policy and any change therein are specified in brief in the Board's report and the web-address is indicated therein at which the complete policy is available.";
(c) after sub-section (3), the following sub-section shall be inserted, namely:-
"(3A) The Central Government may prescribe an abridged Board's report, for the purpose of compliance with this section by One Person Company or small company.".