Recent Amendments in Companies Act, 2013  

Companies (Incorporation) Second Amendments Rules, 2017 Shifting of Registered Office within the State having Two ROC – Form INC-23 Rule-30 was substituted w.ef. 27th July, 2017 – relating to Shifting of Registered Office from One State to Another State Application to Central Government (RD) – Form INC-23 A List of Creditors & Debentureholders to be attached Advertisement in Newspaper in Form No. INC-26 In case No objection has been received then Application may be put up for order without Hearing and order shall be passed within 15 days of the receipt of the Application. In case objection received, the CG will hold hearing and on consensus order will be passed.

Companies (Acceptance of Deposits) Second Amendment Rules, 2017(19th Sept.) Rule-3 : 35% of the aggregate of Paid-up Capital, free reserves and Securities Premium. Earlier Pvt. Company may accept deposit from its Members not exceeding 100% of Paid-up Capital, free reserves and Securities Premium Now, Specified IFSC (International Financial Services Centre) Public Company has also included. IFSC Public Company means an unlisted Public Company which is licensed to operate by RBI, SEBI, IRDA from the IFSC located in multi services SEZ.

Companies (Acceptance of Deposits) Second Amendment Rules, 2017(19th Sept.) Maximum limit in respect of deposits to be accepted from members shall not apply to following classes of private companies: private company which is a start-up, for 5 years private company which fulfils all of the following conditions, namely:— (a) which is not an associate or a subsidiary company of any other company; (b) the borrowings of such a company from banks or financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is less ; and (c) such a company has not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under section 73 Form DPT-3 is specified for filing the Return to ROC.

Companies (Audit and Auditors) Second Amendment Rules, 2017 (22nd June, 2017) Class of Companies for Rotation of Directors in Rule 5 All unlisted public companies having paid-up share capital of Rs. 10 Crore or more All private companies having paid-up share capital of Rs. 50 Crore or more All companies having paid up share capital of below the above(a) and (b) but having borrowings from Fis, Banks or Public Deposits of Rs. 50 Crores or more.

Companies (Restriction on number of layers) Rules, 2017 (20.09.2017) Restriction on number of layers for certain classes of holding companies No Company shall have more than two layers of subsidiaries (excluding Cos. Incorporated outside India). The provisions of this Rule shall not apply to:- Banking Company NBFC Insurance Company Govt. Company Every company which has number of layers of subsidiaries in excess of the layers specified shall file Form CRL-1 within 150 days. Proviso to Sec 2(87) notified on 20.09.2017..

Revised Secretarial Standand-1 Committee means Committee of Directors mandatorily required by the Act. Board Meeting may be convened on any time and place, on any day (including National Holiday). Notice of BM can not be sent by Courier. Proof of sending Notice, Agenda and Agenda Notes and its delivery shall be maintained by the company for at least 3 years. Any item, not included in the Agenda, may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting . Four Meetings in each Colander (same as in Act now)

Revised Secretarial Standand-1 A Director shall not neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of business in which he is interested. However, in case of a private company, a Director shall be entitled to participate in respect of such item after disclosure of his interest If the item of business is a related party transaction, then he shall not be present at the meeting, whether physically or through Electronic Mode, during discussions and voting on such item. The attendance register shall be preserved for a period of atleast eight financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board. The Chairman shall ensure that the required Quorum is present throughout the Meeting and at the end of discussion on each agenda item the Chairman shall announce the summary of the decision taken thereon.

Revised Secretarial Standand-1 Consideration of any item other than those included in the Agenda with the consent of majority of the Directors present at the Meeting and ratification of the decision taken in respect of such item by a majority of Directors of the company. Within fifteen days, a copy of the signed Minutes shall be circulated to all the Directors, as on the date of the meeting and appointed thereafter, except to those directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes. The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards.

Thanks.