Companies Amendment Act, 2017 – Simplified
Dear Professional Colleagues,
.
Most of the Sections of the COMPANIES AMENDMENT ACT, 2017 are NOW APPLICABLE. In this Article, the Author has made an attempt to SIMPLIFY the TOP 25 NEW & AMENDED Provisions of the Companies Act, 2013 by the COMPANIES AMENDMENT ACT, 2017.
| SL. NO. |
SECTION NAME |
SECTION NO. |
SIMPLIFIED PROVISIONS / AMENDMENTS |
| 1. |
NAME AVAILABILITY |
4(5)(i) |
For New Companies NAME APPLIED shall be Available for 20
Days & For Existing Co. 60 Days. |
| 2. |
CHANGE IN REG OFF. |
12(1) |
Companies to Notify the ROC in 30 days IN CASE OF ANY
CHANGE IN REG. OFF. |
| 3. |
FORMATION OF COMPANY |
3A (NEW) |
If at any time the number of members of a
company is reduced below the minimum prescribed and the company carries on
business for more than six months.
.
Every member of the Company shall be
PERSONALLY LIABLE FOR DEBTS DURING THAT PERIOD.
|
| 4. |
FINANCIAL STATEMENT |
129(3) |
1. THE CFS of the
company WILL INCLUDE FINANCIAL STATEMENT (FS) OF ITS SUBSIDIARIES AND
ASSOCIATES.
.
2. Listed company to
place on its website, separate audited accounts of its each subsidiary.
.
3. FORGN SUBS: If No
Audit applicable in that Country Place the UNAUDITED FS for consolidation.
|
| 5. |
FINANCIAL STATEMENT & BOARD REPORT |
134(1) |
1. CEO SHALL SIGN
THE FS of the Company IRRESPECTIVE OF THE FACT IF THE CEO IS DIRECTOR IN
COMPANY OR NOT.
.
2. NO MGT – 9
REQUIRED IN BOARD REPORT. PLACE IT ON WEBSITE AND GIVE LINK IN ANNUAL REPORT
(AR).
.
3. CG TO PRESCRIBE A
SIMPLER BOARD REPORT FORMAT FOR OPC & SMALL CO.
|
| 6. |
CSR |
135(1) |
1.
CO. HAVING: NET WORTH: Rs. 500 Crs.. TURNOVER: Rs. 1000 Crs. NET
PROFIT: Rs. 5 Crs. DURING THE IMMEDIATELY PRECEDING FINANCIAL YEAR SHALL
CONSTITUTE A CSR COMMITTEE.
.
2. IN CASE CO. IS
NOT REQUIRED TO HAVE INDEPENDENT DIRECTOR COMMITTEE SHALL HAVE 2 OR MORE DIR.
|
| 7. |
RIGHT OF MEMBERS TO RECV. FIN. STATEMENTS |
136(1) |
CO. CAN SEND AUDITED FS. TO MEMBERS |
| 8. |
Ratification of Auditors |
139 |
RATIFICATION OF AUDITORS EVERY YEAR AT AGM. NOW REMOVED. |
| 9. |
COMPANY INC. |
7 |
FIRST DIR. / MEM. TO GIVE A “self declaration” INSTEAD OF
‘affidavit’ REGARDING conviction. |
| 10. |
ANNUAL RETURN |
92(1) |
DETAILS OF INDEBTNESS IN AR – OMMITTED. |
| 11. |
GM |
100 |
Unlisted company may hold its AGM / EGM anywhere in India
if consented by all members in writing or in electronic mode. |
| 12. |
DIR- APPOINT |
160 |
The requirement of deposit of rupees one lakh with
respect to nomination of directors REMOVED FOR
ID & DIR. NOMINATED BY NRC. |
| 13. |
PLACE OF KEEPING REGISTER/RETURNS |
94(1) |
FILING OF SR in advance in respect of members approval
for keeping register/returns at any other place in India then REG. OFF. –
REMOVED. |
| 14. |
Penal Provisions |
1. 76A, 132, 140,
147 and 180 amended to reduce the penal provisions.
.
2. Two new sections
for determining the OPC and small companies are inserted.
.
3. In case of
professional or other misconduct on the part of the auditor
/ auditor firm, the NFRA has the power to impose penalty.
|
|
| 15. |
U.A.I.N. |
153 |
INTRODUCTION OF U.A.I.N. - Universally Accepted
Identification Number. ITS
SIMILAR TO D.I.N. |
| 16. |
LOAN TO DIRECTORS |
185 |
The COMPLETE SECTION HAS BEEN CHANGED to give greater
clarification and allowing genuine transactions and would be dealt with in a
separate article to be published on this website. |
| 17. |
MANAGERIAL REMUNERATION |
197(1) |
1. The requirement
of approval of the CG for Managerial Remuneration, above the prescribed
limits (even exceeding 11% of net profits) has been REMOVED.
.
2. SR by
shareholders in general meeting will be sufficient.
,
3. CG APPROVAL ONLY
NEEDED IF PART – 1 OF SCH. V NOT COMPLIED WITH.
.
4. AUD. REPORT TO
INCLUDE: Payment of remuneration in conformity with the provisions of the
Act.
|
| 18. |
FOREIGN COMPANIES |
379 |
1. Foreign companies
having INCIDENTAL TRANSACTIONS through electronic mode ARE EXEMPTED FROM REGISTERING AND
COMPLIANCE REGIME.
.
2. Branch, Liaison
or Project Offices established by foreign company in India NEEDS REGN. IN INDIA.
|
| 19. |
FEE FOR FILING |
403 |
1. Additional filing
fees structure proposed to be brought in line with the LLP.
.
2. 270 days shelter
removed
.
3. FS & Annual
Return WOULD BE FILED with delayed filing fees of Rs. 100/- per day
NOTE: In case of subsequent 2 or more
defaults insubmission of forms, higher fees
may be prescribed.
|
| 20. |
PVT. PLACEMENT |
42 |
1. The Private
Placement process is simplified.
.
2. PVT. PLACEMENT TO
COVER ALL SORT OF ISSUE EXCEPT RIGHT ISSUE.
/
3. Condensed format
of private placement offer letter and application form to be made available.
.
4. Companies would
be allowed to make offer of multiple security
instruments simultaneously.
/
5. Penalty to be
altered as: Twice the amount involved or 2 Crores
whichever is lower.
.
6. PAS – 3 to be
filed in 15 DAYS OF ALLOTMENT. (Time limit altered).
|
| 21. |
Def of Associate Co. |
2(6) |
Major Change: The existing provision of “at
least 20% total share capital” amended.
.
Ø Significant influence shall now include:
Ø Control through total voting power
only & not just by holding Sh. Capital
Ø OR Control of or participation in
business decisions under an agreement.
Ø Agreement is essential element to
establish control.
Ø Term JV clarified – covers all partner
of JV.
|
| 22. |
Financial year |
2(41) |
Associate company of a company if incorporated outside India CAN ALSO APPLY TO THE
TRIBUNAL FOR A DIFFERENT FINANCIAL YEAR. |
| 23. |
Holding Company |
2(46) |
1. Holding "company"
includes any body corporate; |
| 24. |
Def. of KMP |
2(51) |
KMP MAY NOW ALSO INCLUDE: Officer not more than one level
below the directors who is in whole time employment and designated as KMP by
the Board. |
| 25. |
Def of Subsidiary Co. |
2(87) |
company where the holding company
controls the composition of the Board of Directors or exercises or controls
more than one-half of the TOTAL VOTING POWER either on its own or
together with one or more of its subsidiary companies.
.
Previously it was ?total
share capital.
|
.
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