Brief Overview of Companies Amendment Act, 2017

Companies Amendment Act, 2017 Approved by Lok Sabha on 27th July, 2017 Approved by Rajya Sabha on 19th December, 2017 Assent given by Hon’ble President on 3rd January, 2018 Notified in Official Gazette on 3rd January, 2018

Key Definitions Amendments Holding Company – in place of word Company the word Body Corporate has been added. Definition of Joint Venture Company has also been added. Definition of small companies widened. Associate Company- under the heading significant influence the word paid –up capital has been replaced with voting power. Turnover- includes the gross amount of revenue recognized in the profit and loss account.

Key Definitions Amendments KMP- one level below the directors in whole time employment can also be designated as KMP by the Board. Related Party- in place of word Company the word Body Corporate has been added. Financial Year- Associate Company of a Company incorporated outside India can also have a different Financial Year with the approval of Tribunal. Net Worth- also includes Debit or credit balance of profit and loss account. Subsidiary Company- the word paid –up capital has been replaced with voting power.

Board of Directors More Stringent conditions for appointment of director in Independent Category. Any individual who is director of the company can not be appointed as Alternate Directors in the same company. Appointment of Director in causal vacancy to be ratified by shareholders in next general meeting. Composition of Audit Committee (Section 177) and Nomination and Remuneration Committee (Section 178) mandatory for Listed Public Company. Section 173 – Board Meeting-Directors can also participate on restricted items by Video Conferencing provided that the quorum prescribed under the Act, has been physically present.

Board of Directors Section 180(1)(c) – Borrowing Power of Board-in addition to the word “ Paid-up Capital and Free Reserves” the word “Securities Premium “ has been added. Relaxation in Section 184 – Disclosure of Interest –exemption to Body Corporate where any director or two or more of them hold not more than 2% of the Paid-up Capital . Relaxation in Section 185 – Loans to Director(s)-Now company can give loan to another private company in which such director is a director or member with the approval of shareholder by way of special resolution. Section 186 – Loan and Investment by the Company-shareholder approval not required in case of loan or guarantees is given or securities provided to wholly owned subsidiary. Section 188 – Related Party-no restriction on voting by relative in case of a company in which 90% of the members are relative of promote or related party.

General Meetings Annual General Meeting can be held at any place in India, if 100% shareholders gives their consent either in writing or electronic mode – Section 96. Extra Ordinary General Meeting of a wholly owned subsidiary of foreign company can be held outside India – Section 100. AGM can be held at shorter notice with the consent of 95% of the members, in case of EGM consent is given by majority in number representing not less than 95% of the paid-up capital – Section 101.

Corporate Social Responsibility (Section 135) Eligibility criteria for purpose of constituting the CSR Committee and expenditure is to be computed on the basis of immediate preceding financial year. Relaxation in Composition of Corporate Social Responsibility.

Other Amendments Section 42 – Private Placement-return of allotment to be filled within 15 days . Intimation of shifting of registered office within 30 days. Issue of Sweat Equity Shares – Section 54 Equity Share at Discount – Section 53 Charges – Section 70 and Section 82-relaxation in filing of particular of charges .List to be notified soon. Intimation of satisfaction can be filed in within 300 days. Declaration in respect of Beneficial Interest – Section 89 Signing of Balance Sheet – Section 134 (1) Contents of Board Report - Section 134 (3)-Extract of Annual Return i.e, Form MGT-9 no longer required. Weblink of Annual Return to be given. Disclosure forming part of Financial Statement need not be repeated in Board Report. Central Government may prescribe abridged form of board report for small companies.

Other Amendments Declaration in respect of Beneficial Interest – Section 89 Signing of Balance Sheet – Section 134 (1) Contents of Board Report - Section 134 (3)-Extract of Annual Return i.e, Form MGT-9 no longer required. Weblink of Annual Return to be given. Disclosure forming part of Financial Statement need not be repeated in Board Report. Central Government may prescribe abridged form of board report for small companies.

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