Companies (Amendment) Act 2017 – An Overview

1(2)

-

Commencement of Co Amend Act 2017
- Different dates for different provisions as notified by CG in official gazette

2

2

Definitions

(i)

2(6)

Sub
(Modified)



(added)

"associate company": explanation
- "significant influence":- 20% of total share capital replaced by 20% of total voting power, or control of or participation in business decisions under an agreement;
- "joint venture" means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement

7-May-18

(ii)

2(28)

Sub
(added)

"Cost Accountant"
- holding valid COP u/s 6(1)

9-Feb-18

(iii)

2(30)

Ins

"debenture"
- Exemption from being treated as Debentures: instruments referred to in Ch III-D of RBI Act, 1934; and other instruments prescribed by CG in consultation with RBI

9-Feb-18

(iv)

2(41) 1st Proviso

Ins

"financial year"
- Application to NCLT for different FY can also be made by an Associate Co (Hitherto, Hold Co / Sub Co of a Co incorporated outside India could make such an application)

9-Feb-18

(v)

2(46)

Ins

 "holding company"
- Explanation :- Co includes any body corporate

9-Feb-18

(vi)

2(49)

Omi

"interested director"

9-Feb-18

(vii)

2(51)

Sub
(added)

"key managerial personnel"
- such other officer, not more than one level below the directors who is in whole-time employment, designated as KMP by BoD

9-Feb-18

(viii)

2(57)

Sub
(added)

"net worth"
- debit or credit balance of profit and loss account also to be considered

9-Feb-18

(ix)

2(71)

Ins

"public company"
- not a pvt co and having prescribed minimum paid up capital

9-Feb-18

(x)

2(72)

Ins

"public financial institution"
- an institution constituted / established under Co Act cannot be notified as PFI

9-Feb-18

(xi)

2(76)

Sub


(added)

"related party"
- any body corporate (earlier, company) which is Hold Co / Sub Co / Associate Co), Sister Concern,
- an investing Co / venturer → means a body corporate whose invt in the Co would result in Co becoming an Associate of the body corporate

9-Feb-18

(xii)

2(85)

Sub

 "small company"
- paid up share capital as may prescribed not > Rs. 10 crores (earlier, Rs. 5 crores);
- turnover as per P&L for immediately preceding FY (earlier, as per last P&L)

9-Feb-18

(xiii)

2(87)

Sub

"subsidiary company" or "subsidiary"
- 'total share capital' substituted by 'total voting power'

7-May-18

(xiv)

2(91)

Sub

"turnover" means the gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year

9-Feb-18

3

3A

Ins

Members severally liable
in case the no. of members < below 2 / 7, as the case may be, and business is carried out for 6 months

9-Feb-18

4

4(5)(i)

Sub

Name reservation
- for incorporation → 20 days from the date of approval (earlier, 60 days from the date of application);
- for change of name → 60 days from the date of approval

26-Jan-18

5

7(1)(c )

Sub

In respect of incorporation docs,
- 'Affidavit' from subscribers substituted by 'Declaration'

6

12

Sub

Registered office,
- a Co to have registered office within 30 days of incorporation (earlier, on and from 15th day),
- For shift of registered office, the time limit for filing Form INC 22 increased to 30 days (earlier, 15 days)

7

21

Sub

A document / proceeding / contract can be executed by an employee also (earlier, KMP, officer) authorised by BoD

9-Feb-18

8

26

Ins

Matters to be mentioned in prospectus
- as may be specified by SEBI - list of such matters deleted (omitted) from this section

7-May-18

9

35

Ins

Misleading statement (in prospectus) by expert

9-Feb-18

10

42

Sub

Private placement
- Not to have Right of renunciation;
- Not to utilise the money unless allotment s made and PAS 3 is filed with RoC ;
- PAS 3 to be filed within 15 days of allotment (earlier, 30 days)
     ? in case of default (delay) → Penalty on the Co, its promoters, directors @ Rs. 1,000 per day of default subject to Maximum Rs. 25 lakhs.
- Offer / acceptance of money in contravention of S.42 → Penalty on the Co, its promoters, directors = Lower of (amount raised through Pvt Placement, Rs. 2 crore), and Co to refund monies with interest within 30 days of the order imposing penalty;
 - Such an issue shall be deemed to be a public offer requiring compliance of Co Act, SCRA, SEBI

11

47

Sub

Voting rights:
- also subject to S. 188(1) (related party transactions)

9-Feb-18

12

53

Sub, Ins

Issue of shares at discount
- possible in case of conversion of debt pursuant to any statutory plan / DRS as per guidelines / directions / regulations specified by RBI under RBI Act / Banking (Regln) Act.

9-Feb-18

13

54(1)(c )

Omi

Sweat equity shares
- Co can issue sweat equity shares immediately upon incorporation (earlier, only after 1 year from the date of commencement of business)

7-May-18

14

62

Sub

Further issue of shares
- other than Rights Issue / ESOS, subject to compliance with Ch III (Prospectus & Allotment of Securities)
- Rights offer can be dispatched through courier to all the existing SH

9-Feb-18

15

73

Acceptance of Deposit from its members

(i)

73(2)(c )

Sub

By 30 April each year, deposit at least 20% (deposits maturing during the following (next / subsequent) FY) in DRR A/c (earlier, 15% (deposit maturing during FY + FY next following))

Not yet

(ii)

73(2)(d)

Omi

Requirement of deposit insurance omitted

Not yet

(iii)

73(2)(e)

Sub

(added)

No default in repayment of deposit / payment of interest thereon
- if default → can accept deposits after 5 years of making such default good by the Co (albeit, subject to compliance with other conditions)

Not yet

16

74(1)(b)

Sub

Repayment of deposit accepted before commencement of Co Act 2013 within 3 years (earlier, 1 year) of commencement or from the date on which such payments are due, whichever is earlier.

Not yet

17

76A

Sub

Fine for contravention of S. 73 / 76
- Co → Rs. 1 crore OR 2 * (deposit accepted by the Co), whichever is lower (earlier, Not < Rs. 1 crore, extend upto Rs. 10 crore);
- OID → Imprisonment upto 7 years OR fine – NOT < Rs 25 lacs, extend upto Rs. 2 crores (earlier, OR both)

9-Feb-18

18

77(1) 4th proviso

Ins

Registration of Charge
- not applicable to such charges as may be prescribed in consultation with RBI

7-May-18

19

78

Sub

If Co fails to register charge within 30 days (earlier, it could go upto 300 days or extended time u/s 87) , the person in whose favour the charge is has to be created may apply…

7-May-18

20

82(1)

Omi, Ins

Satisfaction of Charge
- to be intimated to RoC within 30 days
- with 300 days, if approved by RoC, upon application
- Extended time u/s 87 which is available for registration of charge u/s 77, no more available

21

(i), (ii)

89(6), (7)

Omi

Declaration of beneficial interest:
- Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)

7-May-18

(iii)

89(10)

Ins

For the purposes of S. 89 & 90, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to—
(i) exercise or cause to be exercised any or all of the rights attached to such share; or
(ii) receive or participate in any dividend or other distribution in respect of such share.

Not yet

22

90

Sub

Register of Significant beneficial owners in a Co (earlier, investigation of beneficial ownership of shares in certain cases)
- Declaration by SBO (individual, alone or together,
- holding ≥ 25% in shares / right to exercise / actual exercise of significant influence / control

Not yet

23

92

Annual Return

(i)

92(1)

Omi

Indebtedness & Details of FIIs not required to be included

Not yet

(ii)

92(1) 2nd Proviso

Ins

CG may prescribe abridged annual return for OPC, Small Co & other prescribed class of Cos.

Not yet

(iii) & (iv)

92(4), (5)

Omi

Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)

7-May-18

24

93

Omi

Return in case of change in shareholding of top 10 SH of  a listed co not required to be filed with RoC

Not yet

25

(i)

94

Omi

Registers u/s 88 (RoM, RoD, RoS) & copies of Annual Return filed u/s 92 can be kept at any place in India other than registered office wherein ?₁₀ ^th of total no. members entered in RoM reside, subject to:
- approval by Spl reso at GM - giving of proposed Spl reso to RoC in advance no longer required

Not yet

(ii)

92(3) Proviso

Ins

Prescribed particulars of Registers / Annual Return mentioned above will not be available for inspection / extracts / copies by members / DebH / SecH.

Not yet

26

96(2) Proviso

Sub

AGM of unlisted Co can be held at any place in India (earlier, within the same city / town / village in which the registered office of the Co is situated) with the consent of ALL members in writing

Not yet

27

100(1) Proviso

Ins

EGM of a Co other than a WOS of a Co incorporated outside India shall be held at a place within India.

9-Feb-18

28

101(1) Proviso

Sub

GM at a shorter notice with consent of members:
- AGM → NOT < 95% of members entitled to vote
- other GM:
- Co having Sh Cap → Majority (> 50%) in no. of members entitled to vote representing NOT < 95% of paid-up Sh Cap giving a right to vote at that GM;
- Co NOT having Sh Cap → NOT < 95% of total voting power exercisable at that GM
- If any member entitled to vote only on some resos at a GM → to be considered only for such resos

9-Feb-18

29

110(1) Proviso

Ins

Postal Ballot:
Any item mandatorily required to be transaction through postal ballot may be transacted at GM which is required to provide electronic voting facility u/s 108

9-Feb-18

30

117

Resolutions & Agreements to be filed

7-May-18

(i)

117(1)

Omi

Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)

7-May-18

(ii)

117(2)

Sub

Minimum Fine for delayed filing reduced
- Co → Rs. 1 lakh (earlier, Rs. 5 lakhs);
- OID → Rs. 50 thousand (earlier, Rs. 1 lakh)

7-May-18

(iii)

117(3)

Ins

Resos u/s 180(1)(a) & (c ) not required to be filed (since already covered u/s 117(3)(a) Spl resos)
- Banking Co not required to file BR passed u/s 179(3) to grant loans / give guarantee / provide security in ordinary course of business

7-May-18

31

(i) & (ii)

121

Omi

Report on AGM by every Listed Co to be filed with RoC
-- Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)

7-May-18

32

123

Declaration of Dividend:

9-Feb-18

(a)

123(1)

 - in computing profits, 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;
- profit transferred to free reserve can be utilised for declaration of dividend

9-Feb-18

(b)

123(3)

BoD can declare dividend at ant time during the period from the closure of FY till holding the AGM

9-Feb-18

33

129(1)

If a Co has one or more Sub Co / Associate Co (earlier, only Sub Co) → CFS mandatory

7-May-18

34

(i) & (ii)

130(1), (2)

Ins

Voluntary re-opening of accounts on Count's / NCLT's order:
- Court / NCLT to inter alia, give notice to any other person concerned;
- Order for re-opening books of accounts only upto 8 FYs immediately preceding the current FY:
- If CG has order u/s 128(5) for keeping books for a longer period → books of accounts may be ordered to be re-opened within such longer period

9-Feb-18

35

132(4)(c ) (A)(II) & 132(5), (6), (7), (8) & (9)

Sub, Sub, Omi

Constitution of NFRA:
- Minimum Penalty which NFRA can levy on a firm for professional or other misconduct is proven, reduced to Rs. 5 lakhs (earlier, Rs. 10 lakhs)
- Appeal against NFRA order by an aggrieved person → payment of fees
- provisions re: constitution of Appellate Authority deleted

9-Feb-18

36

(a)

134(1)

Sub

 - FS incl CFS required to be signed by CFO wherever they are appointed (earlier, CFO was required to sign only if he is a director)

Not yet

(b)

134(3)

(Sub)


(Sub)

(Ins)

BoD's Report:
- Extract of Annual Return not required to be attached. Instead, the web address, if any, where annual return has been placed, need to be given;
- Annual evaluation of BoD, committees & individual directors need not be done by BoD itself;
- If Disclosures required to be made in BoD's report are included in FS → they need to be only referred to in BoD's report (no need to repeat);
- if NRC policy / CSR policy is made available on Company's website, if any → Salient features & any change be mentioned in brief + web-address of complete policy be given in BoD's report

Not yet

(c )

134(3A)

Ins

CG may prescribe abridged BoD's report for OPC, Small Co

Not yet

37

(i), (ii) & (iii)

135(1), proviso, (3), (5)

Sub

CSR:
- any one of the 3 criterion to be fulfilled in the immediately preceding FY (earlier, during any FY) for applicability of CSR provisions;
- If a Co not required to appoint ID → CSR committee of 2 or more directors (ID not required);
- CSR policy to inter alia indicate the CSR activities to be undertaken by the Co in the areas / subject specified in Sch VII
- net profit→ should exclude prescribed sums, to be calculated u/s 198

Not yet

38

136(1)

Ins

Right of the members to the copies of audited FS:
- Audited FS can also sent to the members < 21 days before the AGM (alongwith the AGM notice) with the consent of the members (similar to other GM as mentioned earlier)
- Every listed Co having subsidiary/ies is required to place separate audited accounts in respect of each of its subsidiary on its website, if any, and provide it to its members if they ask for it.
Foreign subsidiary/ies: (i) if required to prepare CFS as per the law of country of its incorporation, then such CFS should be placed on the website; (ii) if it is not required to get its FS audited as per the laws of the country of it incorporation and it does get them audited, then such unaudited FS be placed on the website;  if FS are in a language othe than English, → a translated copy thereof into English should also be placed on the website.

9-Feb-18

39

137

(Omi)

(Ins)

Copies of FS to be filed with the RoC:
- Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)
- Foreign subsidiary/ies: (i) if it is not required to get its FS audited as per the laws of the country of it incorporation and it does get them audited, then such unaudited FS be filed by the HoldCo alongwith a declaration to that effect;  if FS are in a language other than English, → a translated copy thereof into English should also be placed on the website.

7-May-18

40

139

Omi

Ratification of Auditor's appointment at the intervening AGMs no longer required.

7-May-18

41

140

Sub

Resignation by Auditor:
- Minimum Fine for not filing the prescribed form within 30 days changed: Rs. 50,000 or remuneration of the Auditor whichever is less.

9-Feb-18

42

141(3)(i)

Sub

Ineligibility for appointment of an Auditor:
- a person, who 'directly or indirectly' (meaning as per S.144), renders any services referred to in S.144 to the Co / its Hold Co / its Sub Cos (Associate Cos not covered). (earlier, any person whose subsidiary or associate or any other form of entity, is engaged as on the date of appointment in consulting and specialised services as provided in S. 144.)

9-Feb-18

43

(i), (ii)

143(1), (3)

Sub

Duties of Auditor:
- Auditor of will have access to the records of Associate Cos (earlier, Sub Cos) insofar as it relates to CFS;
- Now auditor required to state whether the Co has adequate IFC with respect to FS (earlier IFC system) in place and its operating effectiveness

9-Feb-18

44

147

Punishment for contravention of S. 139 to 146:

9-Feb-18

(i)

147(2)

Ins, Sub

Contravention of S, 139, 143, 144, 145 by Auditor

9-Feb-18

(ii)

147(3)

Sub

Payment of Damages by a convicted auditor restricted to statutory bodies or authorities / members / creditors of the Co (earlier, to any other persons)

9-Feb-18

(iii)

147(5) Proviso

Ins

Criminal liability of the Audit Firm, other than Fine, restricted to:
- the partner/s who acted in fraudulent manner / abetted / colluded in fraud

9-Feb-18

45

148

Sub

Cost Audit:
- changes consequent to change in the definition of "Cost Accountant"

9-Feb-18

46

(i) & (ii)

149(3), (6)

Sub

Board of Directors
- Every Co to have 1 director who stays in India for a total period of NOT < 182 days during the FY
     ? For newly incorporated Co → proportionate no. of days in the FY of incorporation
- Eligibility of ID modified: (i) specified limits w.r.t. pecuniary relationship of an ID; (ii) Specified the scope of restriction on pecuniary relationship entered into by a relative.

7-May-18

47 & 48

152(3), (4) & 153 Proviso

Ins

Appointment of Director, DIN:
- one of the requirement is the person having DIN. Enabling provision is being introduced for CG to prescribe any other identification number be treated as DIN. Consequential changes in pre-requisite for appointment of a director.

9-Feb-18

49

157(1) & (2)

Omi

Co to inform DIN to RoC -  within 15 days of receipt of intimation u/s 156 from existing directors
- Reference to time prescribed u/s 403 with additional fee removed (period of delayed filing may be prescribed under the relevant section / rules thereto)

7-May-18

50

160(1) Proviso

Ins

Right of persons other than the retiring directors to stand for directorship:
Exemption from depositing Rs. 1 lakh, to:
- Appt of ID;
- Director recommended by NRC, if NRC constituted;
     - Otherwise, a director recommended by BoD

9-Feb-18

51

(i) & (ii)

161(2), (4)

Ins, Omi, Ins

Appointment of Alternate / Additional / Nominee Director:
- A person holding alternate directorship for any other director of the Company or holding directorship in the same company cannot be appointed as an Alternate Director for the other director;
-  Filing up of casual vacancy in the office of a director appointed by a Co in GM to be filled up by BoD :
     -applicable to a Pvt Co also;
     -should be approved in immediate next GM (need not be AGM)

9-Feb-18

52

(i) & (ii)

164(2) Proviso, (3) Proviso

Ins, Sub

Disqualification for appointment of director:
- A person appointed as a Director in a defaulting Co shall not incur disqualification for first 6 months;
- the disqualification u/s 164(3) (d),(e),(g) & (l) ahall apply even if appeal / petition is filed against the order of conviction / diqualification (but does not vacate the office immediately - See S.167(1)(f) amendment).

7-May-18

53

165(1) Expl II

Ins

Number of Directorships:
- Directorship in Dormant Co not included while reckoning directorship in 20 Cos

9-Feb-18

54

(i)

167(1) (a) Proviso,

Ins

Vacation of office of Director:
- if he incurs any disqualification specified in S.164 : in all other Cos (not in the defaulting co)

7-May-18

(ii)

167(1)(f) Proviso

Sub

Director shall not vacate office in case of orders referred to in clauses (e) & (f):
- from the date of conviction / disqualification è for 30 days ;
- where appeal / petition is preferred within 30 days against the conviction resulting in sentence / order è until expiry of 7 days from the date on which such appeal / petition is disposed of;
- where further appeal is preferred within 7 days è until disposal of such further appeal / petition.
(earlier, during the aforesaid time limits, the directors did not incur disqualification. Now, the director incurs immediate disqualification, but does not vacate the office during the aforesaid period).

7-May-18

55

168(1)

Sub

Resignation of director:
- Forward a copy of resignation alongwith reasons thereof (Form DIR 11) by a Resigning director made optional

7-May-18

56

173(2) 2nd Proviso

Ins

Meetings of Board:
- 4 matters prescribed by CG can be considered at a physical BM only -meeting through video-conferencing not permitted.
- Now, a proviso added è If quorum physically present at the meeting venue, then other director/s can participate through video-conferencing on matters other than the aforesaid 4 matters.

7-May-18

57

(i)

177(1)

Sub

Audit Committee:
- Applicable to a listed PUBLIC Co (earlier, listed co which included a Pvt Co which has listed its NCD issued to institutional investor/s);

7-May-18

(ii)

177(4)(iv) Proviso

Ins

Exemption from AC approval to RPT between Hold Co & its WOS, EXCEPT RTPs u/s 188, which still requires AC approval

7-May-18

58

178

Nomination and Remuneration Committee:

7-May-18

(i)

178(1)

Sub

 - Applicable to a listed PUBLIC Co (earlier, listed co which included a Pvt Co which has listed its NCD issued to institutional investor/s);

7-May-18

(ii)

178(2)

Sub

 - BoD required to specify the manner of effective evaluation of performance of BoD, its committees & individual directors by BoD / NRC / external agency and review its implementation and compliance (earlier, BoD was required to carry our performance evaluation);

7-May-18

(iii)

178(4)(c ) Proviso

Sub

 - NRC policy should be placed on the website of the Co, if any, and its web address should be disclosed in BoD'a report

7-May-18

(iv)

178(8) Proviso

Sub

Stakeholders Relationship Committee:
 - inability to resolve / consider (earlier, non-consideration of resolution) any grievance in good faith è not a non-compliance

7-May-18

59

180(1)(c )

Sub

Restrictions on powers of BoD:
- Spl reso for borrowing apart from temporary loans from the Co's bankers in ordinary course of business > (paid up capital + free reserves + Securities Premium)

9-Feb-18

60

184

Disclosure of Interest:

9-Feb-18

(i)

184(4)

Omi

 - No minimum penalty for contravention of S.184(1) & (2) of Rs. 50,000

9-Feb-18

(ii)

184(5)(b)

Sub

 - Exemption extended to contract / arrangement entered into between one or more Cos and one or more bodies corporate

9-Feb-18

61

185

Sub

Loans to Directors, etc:
- A Co now permitted to grant loan / give guarantee / provide security to any person in whom any of the director of the Co is interested:
     - Spl reso is passed in GM; and
     - Loans are utilised by the borrowing Co in its principal business activities
- Exemption to: Co providing loan / guarantee / security in the ordinary course of business & interest @ prevailing yield of 1 / 3 / 5 / 10 years Govt security closest to the tenor of the loan (earlier, interest rate not < bank rate declared by RBI)

7-May-18

62

186

7-May-18

(i)

186(2) Proviso

Ins

 - Loans to a person in employment of the Co exempted

7-May-18

(ii)

186(3)

Sub

 - (Loans +Investment + Guarantee + Security) given / provided to ALL OTHER BODIES CORPORATE alongwith the proposed ones > limits specified u/s 186(2) è previously authorised by a Spl reso (earlier, any loan / guarantee / security / investment > limits required previous Spl reso
- Exemption to WOS
- Disclosure in FS

7-May-18

(iii)

186(11)

Sub

Exemptions  to:
- Loan / guarantee / security by a Co established with the object of and engaged in the business of financing industrial enterprises, or of providing infrastructural facilities (earlier, a Co engaged in the business of financing of Cos / providing infra facilities);
- investment made by an investment company (earlier, invt made by a Co whose principal business is the acquisition of securities);
- investment made in rights issue made a body corporate;
Exemption to invt made by a Banking Co / Ins Co / HFC in ordinary course of business no longer available

7-May-18

(iv)

Expl (a)

Ins

"Investment Co" modified :
Invt Co means a Co whose principal business is acquisition of shares, debentures or other securities and a Co will be deemed to be principally engaged in the business of acquisition of shares, debentures or other securities, if its assets in the form of investment in shares, debentures or other securities constitute NOT < 50% of its total assets, or if its income derived from investment business constitutes NOT < 50% as a proportion of its gross income.

7-May-18

63

188

Related Party Transactions:

9-Feb-18

(i)

188(1) 3rd Proviso

Ins

In case of Co having ≥ 90% of no. of members are related to promoters / Related Parties è they can vote on the resolution to approve contract / arrangement, if applicable

9-Feb-18

(ii)

188(3)

Sub

RPT entered into without approval BoD / SH, not ratified within 3 months è voidable at the option of BoD / SH, as the case may be

9-Feb-18

64

194

Omi

Prohibition on forward dealings in securities of Co by director / KMP

9-Feb-18

65

195

Omi

Prohibition on insider trading

9-Feb-18

66

196

Appt of MD / WTD / Manager:

Not yet

(a)

196(3)(a) 2nd Proviso

Ins

A person aged > 70 can  also be appointed as MD / WTD / Manager if Ordinary Resolution is passed and CG is satified, on appln made by BoD, that the pappt is most beneficial to the Co

(b)

194(4)

Sub

Reference to Part I of Sch V corrected

67

197

Managerial Remuneration:

Not yet

(a)

197(1)

Ins

 - managerial remuneration > 5% / 10% to MD / WTD / Manager and / or 1% / 3% to NED would require Special Resolution;
- where Co has defaulted in payment of dues to any bank / PFI / NCD-holders / any other secured creditor è Co to obtain their relevant prior approval before obtaining the approval in GM

(c )

197(9)

Sub

Any director drawing remuneration in excess of the limit / without the necessary approval u/s 197, required to refund such sum within 2 years or such lesser period as may be allowed by the Co.

(d)

197(10), (16)

Sub, Ins

Recovery of excess remuneration cannot be waived by Co unless approved by special reso within 2 years from the date the sum becomes refundable (earlier, it required CG approval)
- where Co has defaulted in payment of dues to any bank / PFI / NCD-holders / any other secured creditor è Co to obtain their relevant prior approval before obtaining the approval (in GM) for waiver
- any appln made to CG for waiver before the commencement of Co Amend Act 2017 pending before CG shall abate & Co shall obtain approval by Spl reso within 1 year from commencement of Co Amend Act 2017

(f)

197(15)

Ins

Auditor's report u/s 143 should make a statement about managerial remuneration in accordance with S. 197 …

68

(i) & (ii)

198

(Ins)


(Ins)

(Sub)

Calculation of Profits:
- an Invt Co referred to in Expl to S. 186 can take credit of Profits by way of premium on shares / debentures of the Co, issued / sold by it;
- Credit should not be given to any amount representing unrealised gains, notional gains / revaluation of assets;
-  Excess of expenditure over income arisen in computing net profit as per S. 198 in a year prior to Co Act 2013 can also be deducted in calculation of profits in so far as it is not deducted in subsequent year/s preceding the year for which the profit is ascertained

Not yet

69

200

Omi

CG / Co to fix the limit w.r.t. (managerial) remuneration
In case of no / inadequate profits, a (public) Co may fix the (managerial) remuneration within the limits under the Co Act 2013 while according approval for appt / (mgr) remuneration considering at least the 5 parameters specified. (earlier, Co / CG)

Not yet

70

(a) & (b)

201(1) & (2)

Sub

Forms & procedure i.r.t. certain applications:
- Form for Appln to CG (not restricted to appln u/ Ch XIII) may be prescribed;
- General notice to members about appln to CG should be applicable in respect of CG appln u/s 196 (earlier, appln under any section aforesaid)

Not yet

71

216

Ins

Investigation of ownership of Co:
- one more criteria added for investigation relating to the Co, its membership for determining true person - who have / had beneficial interest in shares of a Co / who are / have been beneficial owners / significant beneficial owner of a Co

Not yet

72

223

Ins

Inspector's report:
- a copy of the Inspector's report can be obtained by by members, creditors or any other person whose interest is likely to be affected

9-Feb-18

73

236(4), (5) & (6)

Sub

Purchase of minority shareholding:
- 'transferor Co' replaced by 'Co whose shares are being transferred' - since the Co cannot hold its own shares & therefore the question of it being transferor Co. does not arise.'

9-Feb-18

74

247(2) (d)

Sub

Valuation by registered valuer:   
- the valuer having direct / indirect interest any time during 3 years prior to his appt as valuer OR 3 years after the valuation of assets was conducted by him should not undertake such valuation.

9-Feb-18

75

366

Sub, Ins

Cos capable of being registered:
- PF / LLP / Co-Cp. Soc. / etc. can be converted into a Co with 2 or more members (earlier, it required minimum 7 members)

Not yet

76

374

Ins

Obligations of Cos registered under this Part (Ch XXI, Part I):
- in case of conversion of LLP into a Co, LLP shall be deemed to be have been dissolved without any further act / deed (the regulator being same - MCA for both, Co as well as MCA)

Not yet

77

379(1)

Ins

Application of Act to foreign Cos:
- S. 380 to 386, 392 & 393 applicable to all foreign Cos - CG may, by order in official gazette, exempt such class/es of Cos from any of the provisions: and a copy of every such Order shall, as soon as may be after it is made, be laid before both Houses of Parliament

9-Feb-18

78

384(2)

Ins

CSR provisions u/s 135 also made applicable to foreign Cos.

9-Feb-18

79

391(2)

Sub

Application of S. 34 to 36 & Ch XX:
- Applicability of Ch XX for closure of place of business of a foreign Co in India as if it were a Co incorporated in India, made subject to S. 376 & applicability restricted in case such foreign Co has raised monies through offer or issue of securities under CH XXII which have not been repaid or redeemed.

9-Feb-18

80

403

Fees for filing etc.

(i)

403(1) Provisos

Sub

 - If the requisite Annual Return (S.92) / FS (S.137) not filed within the period provided in those sections è without prejudice to any other legal action or liability under Co Act 2013, can be filed subsequently with additional fees @ minimum Rs. 100 per day;

7-May-18

- If other filings not filed within the period provided in those sections è without prejudice to any other legal action or liability under Co Act 2013, can be filed subsequently with prescribed additional fees ;
- If default on 2 or more occasions è without prejudice to any other legal action or liability under Co Act 2013, additional fees @ minimum twice the applicable additional fees as mentioned above
(earlier, If any doc not filed within the specified due date è could be filed within next 270 days with the payment of additional fees; can be filed Subsequently - without prejudice to any other legal action or liability)

Not yet

(ii)

403(2)

Sub

If Co defaults in filing before expiry of the relevant period mentioned above è Co & OID shall, without prejudice to normal n addl fees, be liable for penalty / punishment provided under Co Act 2013 for such default.
(earlier, if filed after 270 days from the due date - Co & OID shall, without prejudice to normal n addl fees, be liable for penalty / punishment provided under Co Act 2013 for such default)

7-May-18

81

406

Sub

Provisions relating to Nidhis & its application, etc.

Not yet

82

(i) & (ii)

409

Sub

Qualification of President & Member of Tribunal (NCLT):
- Changes in Qualification for appt as a Technical member:
- has been a member of ICLS / ILS for at least 15 years & has been holding the rank of Secy / Addl Secy to the GoI (earlier, out of ≥ 15 years, 3 years in the pay scale of Jt Secy & above;
- person of proven ability, integrity & standing having special knowledge & professional experience of NOT < 15 years in industrial finance, industrial management, industrial reconstruction, investment and accountancy - experience in administration, labour matters, disciplines related to Mgt, conduct of affairs, revival, rehabilitation & winding up of Cos, deleted

9-Feb-18

83

410

Constitution of Appellate tribunal (NCLAT):
- hear appeals against, inter alia, the orders of NCLT & NFRA

7-May-18

84

411(3)

Sub

Qualification of Chairperson & Member of NCLAT:
- experience of a Technical member restricted to NOT < 25 years in industrial finance, industrial management, industrial reconstruction, investment and accountancy - experience in administration, labour matters, disciplines related to Mgt, conduct of affairs, revival, rehabilitation & winding up of Cos, deleted

9-Feb-18

85

412(2)

Sub

Selection of members for NCLT & NCLAT:
- Secretary in the Dept of Financial Services in the Ministry of Finance - no longer a member of the Selection Committee for selecting Member of NCLT & Technical Member of NCLAT
- Casting vote to the Chairperson in case of equality of votes at a Selection Committee meeting.

9-Feb-18

86

435

Sub

Establishment of Special Courts:
- For speedy trial of offences, CG may, by notification, establish / designate Special Courts, consisting of:
- a single judge holding office as Session Judge or Additional Session Judge è offences punishable with imprisonment of 2 years or more;
- a Metropolitan Magistrate / a Judicial Magistrate of the First Class è other offences
to be appointed by CG with the concurrence of the Chief Justice of the High Court within whose jurisdiction the judge to be appointed is working
(earlier, for trial of offence involving imprisonment of 2 years or more, only the Special Courts were to be established / designated; 2nd bullet point above was not regarded as Special Court)

7-May-18

87

438

Sub

Application of (Criminal Procedure) Code to the proceedings of Special Court:
-  & for this purpose Special Court shall be deemed to be Court of Session / Court of Metropolitan Magistrate / a Judicial
Magistrate of the First Class, as the case may be

7-May-18

88

439(2)

Ins

Offences to be non-cognizable:
- No court shall take cognizance of any offence except on complaint in writing of RoC, SH, member, a person authorised by CG.

7-May-18

89

440

Sub

Transitional provisions:
- Offence subject to trial by Special Court, till Special Courts are established è can be tried by Court of Session / Court of Metropolitan Magistrate / a Judicial Magistrate of the First Class, as the case may be

7-May-18

90

441(1)

Sub

Compounding of certain offence:
- offences not being an offence punishable with imprisonment only, / imprisonment and also with fine are compoundable i.e. Offences with Imprisonment or fine are compoundable (earlier, offences punishable with fine only were compoundable)

9-Feb-18

91

446A

Ins

Factors for determining level of punishment:
- Court / Special Court, while deciding the amount of fine / imprisonment under Co Act, shall have due regard to : (a) size of the Co; (b) nature of business carried on by the Co; (c) injury to public interest; (d) nature of the default; and (e) repetition of the default.

9-Feb-18

446B

Ins

Lesser penalties of OPC / small Cos:
- for default in filing Annual Return (S.92) / FS (S.137) è Penalty & imprisonment NOT > ½ (penalty / imprisonment for normal Co)

9-Feb-18

92

447

Ins

Punishment for Fraud: some relaxation

9-Feb-18

93

458(1) Proviso

Omi

Delegation by CG of its powers & functions:
- Delegation of powers re: forward dealing and insider trading in case of listed Cos to SEBI, omitted since S. 194 & 195 itself omitted from Co Act.

9-Feb-18