Companies Amendment Act, 2017 has received the assent of the Hon’ble President of India on the 3rd January, 2018 which is an An Act to further amend the Companies Act, 2013. By this act 93 amendments been carried out in Companies Act, 2013 to provide relief to stakeholders and to provide more clarity on some of the provisions of Companies Act, 2013.
MCA has so far issued Notification S.O. 351(E) dated: 23/01/2018, S.O. 630(E) dated: 09/02/2018, S.O. 1833(E) dated: 07/05/2018, S.O. 2422(E) dated: 13/06/2018, S.O. (E) dated: 05/07/2018 and S.O. (E) dated: 05/07/2018 by which various provisions of Companies (Amendment) Act, 2017 is been made effective.
This Article discusses Provisions of Companies (Amendment) Act, 2017 which are not yet enforced-
| Sr. No | Companies (Amendment) Act, 2017 | Corresp-onding section of Companies Act, 2013 | Amendment pertains to |
| 1. | 5 | 7 | an affidavit a declaration from each subscribers to MOA and first directors. |
| 2. | 6 | 12 | Notice of situation or change of situation of registered office within fifteen thirty days of incorporation/change. |
| 3. | 10 | 42 | Private Placement of securities. |
| 4. | 23 (except clauses (iii) & (iv) ) | 92 | 1. Disclosure of indebtedness need not be made in annual return;
2. No need to specify additional details of shares held by FIIs; 3. CG may prescribe abridged form of annual return for OPC, Small companies and certain other classes of companies; 4. Doing away with MGT-9. Placing of annual return on the website and disclosing its link in Board’s report; |
| 5. | 36 | 134 | 1. CEO will be required to sign Board Report irrespective of whether he is a director or not;
2. Instead of annexing MGT-9 in Board Report, web address if any to be provided where complete annual return has been placed; 3. To disclose the manner in which annual performance evaluation has been carried out; 4. Disclosures already made in financial statements need not be provided in Board Report; 5. Providing web-link of policies such as CSR, NRC etc.; 6. CG may prescribe abridged form of annual return for OPC, Small companies and certain other classes of companies. |
| 6. | 37 | 135 | 1. Clarification already existed under CSR Rules relating to no appointment of independent director in CSR committee in case appointment of ID u/s 149(4) not applicable to company;
2. Rectification relating to areas/ subject specified in Schedule VII; 3. To substitute ‘average net profit with ‘net profit’. |
| 7. | 66 | 196 | Company can make application to CG even if resolution for appointing MD is passed with simple majority instead of special resolution; |
| 8. | 67 | 197 | Managerial Remuneration – doing away with requirement of seeking approval of Central Government. |
| 9. | 68 | 198 | 1. For an investment company premium on shares/ debentures issued/ sold shall form part of the normal profits generated from its ordinary business and not of capital nature;
2. In calculation of section 198 profit & free reserves credit shall not be given to unrealized gains, notional gains or revaluation of assets; 3. It shall allow the adjustment of b/f losses incurred prior to the Act,2013 . |
| 10. | 69 | 200 | 1. Approval of CG not required in case of payment of remuneration to managerial personnel;
2. The title of the section to be amended as ‘COMPANY TO FIX LIMIT WITH REGARD TO REMUNERATION’ |
| 11. | 70 | 201 | As requirement of obtaining CG approval has been done away with reference of section 96 shall be inserted; |
| 12. | 81 | 406 | 1. A company will be treated as Nidhi or a Mutual Benefit Society only on declaration made by CG by notification in Official Gazette;
2. A copy of every notification proposed to be issued under sub-section (2), shall be laid in draft before each House of Parliament, while it is in session as specified; 3. The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament. |
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