Cost records and audit requirements: companies must maintain detailed cost records and file audited cost reports electronically.
These Rules require companies in specified sectors to maintain detailed cost records in Form CRA-1 and, where thresholds are met, to appoint a qualified cost auditor and file appointment and audited reports electronically in Forms CRA-2, CRA-3 and CRA-4. The CRA-1 annexure prescribes exhaustive categories of cost records, allocation and disclosure methods, and requires periodic cost statements, reconciliation with financial accounts, and documentation of related party transactions, abnormal items and methods of valuation.

Special resolution timing: transitional extension allows delayed passing for specified non-convertible debenture offers made shortly after commencement.
The amendment to Rule 14(2)(a) inserts a proviso allowing that, for offers or invitations of non-convertible debentures made within the transitional period after commencement of the rules, the special resolution required by the existing proviso may be passed within that transitional period. The amendment is made by notification under section 42 read with section 469(1) of the Companies Act, 2013 and takes effect on publication in the Official Gazette.

Provision of facility: companies may provide the specified facility by the prescribed deadline and wording clarified.
Amendment to Rule 20 inserts that companies may provide the facility referred to in Rule 20(1) on or before the 1st day of January, 2015, and substitutes in Rule 20(3) the words "which opts to provide" with "which provides," effecting a temporal allowance and a clarification from permissive to affirmative wording.

Valuation requirement mandates registered valuer report or interim valuers; preferential issue pricing must not be below that valuation.
Amendments confirm differential-rights equity shares issued under the 1956 Act remain governed by prior provisions; until registered valuers are appointed, valuation reports for preferential issues may be made by an independent merchant banker registered with the securities market regulator or by an independent Chartered Accountant with ten years' practice, and preferential issue price must not be less than the price determined by a registered valuer. Secured debentures may be issued for extended tenures by specified infrastructure and finance-related companies, and housing finance companies are included in related regulatory provisos.

Establishment of Registrar of Companies in Hyderabad confers territorial jurisdiction over Telangana for company registration.
Establishment of a Registrar of Companies office in Hyderabad with territorial jurisdiction over the whole State of Telangana to discharge statutory functions and to undertake company registration; the existing Registrar of Companies, Hyderabad is designated for this purpose, and the notification takes effect upon publication in the Official Gazette.

Official Liquidator jurisdiction established for Hyderabad, consolidating liquidation authority across the State of Telangana under Companies Act.
The Central Government institutes the office of the Official Liquidator at Hyderabad and appoints that Official Liquidator to exercise territorial jurisdiction for company liquidation throughout the State of Telangana; the notification takes effect upon publication in the Official Gazette.

Dividend declaration prohibited unless prior losses and unprovided depreciation are first set off against current year profits.
The substituted sub-rule (5) of rule 3 provides that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company of the current year.

Audit committee and nomination committee requirement imposed on certain public companies to be constituted within prescribed timeframes.
Public companies covered by the amended rule that were not previously required to constitute an Audit Committee must constitute an Audit Committee within the transitional period from commencement of the amendment or from appointment of independent directors, whichever occurs earlier; those companies are also required to constitute a Nomination and Remuneration Committee within the same transitional timeframe.

Company secretary requirement: companies above paid-up capital threshold must appoint a whole-time company secretary under amended rules.
The amendment mandates that a company not covered under rule 8 which has paid-up share capital at or above the prescribed threshold shall have a whole-time company secretary, creating an explicit appointment obligation tied to the company's capitalisation and incorporated into the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Transitional tribunal jurisdiction continues pending formal notification, maintaining continuity of adjudicatory functions under the new companies framework.
The Central Government, under the removal-of-difficulties power, provides that until a notification brings the new adjudicatory forum into effect, the existing adjudicatory body constituted under the prior companies statute shall exercise the jurisdiction, powers, authority and functions of the tribunal under the new Act, thereby preserving continuity of adjudication pending formal notification.

Commencement of Section 74(2) and (3): the provisions are appointed to come into force on June 6, 2014.
The Central Government, exercising its commencement power under the Companies Act, 2013, appoints 6 June 2014 as the date on which the provisions of sub sections (2) and (3) of Section 74 shall come into force by official notification.

Deposit acceptance without insurance permitted temporarily under amended companies deposit rules, allowing firms to take deposits sans insurance.
The amendment to the Companies (Acceptance of Deposits) Rules, 2014 adds a proviso to rule 5(1) permitting companies to accept deposits without a deposit insurance contract for a specified transitional period, effective from publication in the Official Gazette.

Transitional jurisdiction for company law bodies: existing administrative Board will exercise tribunal functions until the new tribunal is constituted.
Pending constitution of the National Company Law Tribunal, the Order provides that the Board of Company Law Administration, established under the prior company law, shall exercise the jurisdiction, powers, authority and functions specified for the transitional period in the first proviso to clause (41) of the Companies Act, thereby temporarily vesting tribunal-like responsibilities in the existing administrative Board to ensure continuity of regulatory and adjudicatory functions.

Company Law Board jurisdiction extended to exercise powers under Section 73(4) pending notification under Section 434.
The Order, effective immediately, provides that until a date is notified under Section 434(1) of the Companies Act, 2013, the Company Law Board constituted under the Companies Act, 1956 shall exercise the jurisdiction, powers, authority and functions under sub-section (4) of Section 73 of the Companies Act, 2013 to remove difficulties in giving effect to Section 73.

Authorization under Section 621 empowers prosecution of Sec. 68A violations by a designated CBI officer in specified investigations.
Central Government authorises Shri S. K. Sareen, Additional SP, CBI, under sub section (1) of Section 621 of the Companies Act, 1956, to file complaints and conduct prosecutions for alleged violations of Sec. 68A of the Companies Act, 1956 in two CBI, BS&FC, Mumbai investigations that have been investigated and chargesheeted.

Correction to notification title: amended wording for Companies (Removal of Difficulties) Order to replace phrase in original notification.
Correction to notification S.O. 1177(E): in line six replace the phrase "(1) This order may be called the Companies (Removal of Difficulties) Second Order, 2014" with "(1) This order mab be called the Companies (Removal of Difficulties) Order, 2014" as recorded in the Ministry of Corporate Affairs corrigendum S.O. 1406(E).

Delegation of powers to Regional Directors enables exercise of specified Companies Act functions, subject to central revocation.
The Central Government delegates to Regional Directors at specified centres the exercise of enumerated Companies Act functions-including alteration of memorandum on conversion, certain formation and alteration provisions, share and director-related powers-subject to central revocation or central exercise of those powers if necessary in the public interest; the delegation commences on publication in the Official Gazette and supersedes prior notification only for the listed items without affecting prior actions.

Delegation of powers for Director Identification Number allotment to regional directorate officials, superseding prior notification.
The Central Government delegates its powers for allotment of Director Identification Number under sections 153 and 154 of the Companies Act to the Regional Director, Joint Director, Deputy Director and Assistant Director posted in the Regional Director, Northern Region Directorate I, Headquarters at New Delhi. This delegation supersedes the earlier notification and takes effect from the date of publication in the Official Gazette; a subsequent amending notification substituted the prior office location reference with the current regional headquarters designation.

Delegation of powers to registrars of companies enables specified incorporation functions, subject to revocation for public interest.
The Central Government delegates to Registrars of Companies specified administrative powers under the Companies Act concerning incorporation and company-formation functions, while excluding memorandum alteration on conversion; the delegation supersedes parts of an earlier notification and is subject to revocation or direct exercise by the Central Government in the public interest, and comes into force upon Gazette publication.

Annual return filing threshold clarified to apply to listed companies or companies meeting prescribed capital or turnover
The Order replaces the conjunction so that the annual return requirement applies to a listed company or to a company meeting the prescribed paid-up capital or turnover threshold, clarifying which entities must file the annual return and taking effect immediately.