Article discusses briefly on Impact of Companies Amendment Act, 2017 on Companies Act, 2013 Provisions related to Associate Company, Joint Venture, Small Company, Name Reservation, Name Change of an Existing Company, Registered Office, Private Placement, Repayment of deposit accepted before commencement of this act, Penalty of wrongful acceptance of Deposit, Place of keeping Register, Charges, Application for Registration of charge by the person in whose favor the charge is created, Satisfaction of Charge, Annual Return, AGM, EGM, Report of AGM by Listed Company, CSR, Financial Statement, Filing of Financial Statements with ROC, Auditors and Directors.
| 1 | Associate Company | Henceforth, to constitute an ‘Associate Company’ holding of 20% of total voting power will be required.
Therefore, holding of any share capital without voting power will not be counted for an Associate Company. |
| 2 | Joint Venture | ‘Joint Venture’ means whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. |
| 3 | Small Company | The higher limit of paid up share capital of ‘Small Company’ has been raised to 10 crore from 5 crore. |
| 4 | Name Reservation
(In case of New Incorporation) |
For Incorporation of a new company, the approved name will be kept reserved for 20 days from the date of approval. |
| 5 | Name Change of an Existing Company | In case existing company, for changing of name the new name will be kept reserved for 60 days from the date of approval. |
| 6 | Registered Office | A company shall have it’s registered office within 30 days of incorporation, instead of 15 days as earlier.
Notice of change of Registered office to be given to ROC within 30 days instead of 15 days. |
| 7 | Proceeds of Private Placement | Money received under the private placement shall not be utilized unless the return of allotment is filed. |
| 8 | Section 74
(Repayment of deposit accepted before commencement of this act) |
Period of repayment of deposit accepted before commencement of this act, repayment shall be made within three years from such commencement or on or before expiry of the period for which the deposits were accepted, whichever is earlier. |
| 9 | Section 76A
(Penalty of wrongful acceptance of Deposit) |
In case of wrongful acceptance of deposit, the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees or twice the amount of deposit accepted by the company, whichever is lower, but which may extend to ten crore rupees. |
| 10 | Section 94 (Place of keeping Register) | The Copy of Special Resolution, for keeping Registrar as per Section 88 and Annual Returns, at a place other than Registered Office, need not be given in advance to the ROC. |
| 11 | Section 77 (Charge) | Central Government, in consultation with the Reserve Bank of India, may exempt items from registration of Charge. |
| 12 | Section 78
(Application for Registration of charge by the person in whose favor the charge is created) |
A charge to be registered within the period of thirty days referred to in sub-section (1) of section 77. |
| 13 | Section 82 (Satisfaction of Charge) | Intimation of satisfaction of charge can be made to the Registrar within 300 days on payment of additional fees. |
| 14 | Annual Return | Central Government may prescribe abridged prospectus for Small Company, OPC and other classes of company as may be prescribe.
In-debtness, as already mentioned in the Balance sheet, need not be repeated at Annual Return. Extract of Annual Return need not be attached with Board’s Report. If the company has a website, Annual Return shall be posted there and the web link shall be disclosed at the Board Reports. |
| 15 | Section 93 | Section omitted. Hence change of holding of shares of promoters and top 10 shareholders need not been filed. |
| 16 | Section 96 (AGM) | AGM of Unlisted Company can be held at any place in India, if consent by writing or electronics mode has been obtained from all members in advance |
| 17 | Section 100 (EGM) | EGM of a unlisted Company shall be held at any place in India, except Wholly owned subsidiary of a Foreign Company.
In other words wholly owned subsidiary of foreign company may hold EGM outside India. |
| 18 | Section 121 (Report of AGM by Listed Company) | Listed company shall file Report of AGM with the Registrar within 30 days of conclusion of AGM. However in case of failure to comply Section 403 shall not to be attracted. |
| 19 | Section 135 (CSR) | CSR eligibility will be computed based on the preceding financial year.
For constitution of CSR Committee in a company where no Independent director is required the committee may constitute with 2 or more directors. |
| 20 | Section 136 (Financial Statement) | If the financial statements, along with the required annexure required to be laid at the General Meeting are not sent to members before 21 days of the meeting, than also it will be treated that the financials statements has been sent on time if in case of company having share capital by at least 95% of paid up share capital having majority voting rights so agreed.
Also that a listed company which has a foreign subsidiary— (a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such foreign subsidiary is placed on the website of the listed company; (b) where such foreign subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed company may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website. |
| 21 | Section 137 (Filing of Financial Statements with ROC) | If a company has a “foreign subsidiary”,which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, then the holding Indian company shall file such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English.’ |
| 22 | Section 139
(Ratification of appointment of Auditors) |
The ratification of appointment of Auditors need not be placed at AGM. |
| Section 140 (ADT-2) | Resignation of Auditors to be filed with Registrar within 30 days, failing which penalty of Rs.50,000 or the remuneration of the auditor, whichever is less, but which may extend to Rs.5,00,000/- | |
| 23 | Section 152/153 (DIN) | Central Government has been given power to prescribe any other no. in place of DIN. |
| 24 | Section 164 | If a person, who is otherwise disqualified, is appointed director in any other company he/she shall not attract disqualification till six months from his/ her appointment.
In other words the disqualified director has to remove his/her disqualification within 6 months of new appointment. |
| 25 | Section 165 (Number of Directorships) | While calculating maxim no. of directorship of twenty companies, dormant companies shall not be included. |
| 26 | Section 168 (Resignation of Director) | Mandatory filing of resignation through DIR 11 by director to the Registrar has been made optional. |
| 27 | Remuneration to Directors | Public Company with the approval at the General Meeting may pay remuneration to Directors more than 11% of its net profit and no central government approval is required.
By passing special resolution remuneration on MD/WTD may exceed 5 % of its net profit or there is more than one such directors remuneration may exceed 10% of Net Profit. |
(Author is Associated with ‘RRR Compliance Services (A division of PJ LAW SOLUTION) and can be reached at [email protected])
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