Latest Development Companies Act, 2013 A Presentation by Avinash Godse Dy. Manager- Secretarial & Legal Reliance Naval & Engineering Limited

THE COMPANIES (AMENDMENT) ACT, 2017 Passed by Lok Sabha on July 27, 2017 Passed by Rajya Sabha on December 19, 2017. President’s assent on January 3,2018 Notified on 3.1.2018

AMENDMENT ACT, 2017 Section 4(5)- Name Reservation Reduced to 20 days Section 12- Registered Office RO within 30 days Notice to ROC within 30 days instead of 15 Section 3A- New provision -Unlimited liability of members if no fall below minimum

AMENDMENT ACT, 2017 Section 42- Private Placement NCD can be issue upto borrowing limit, SR every year not required simultaneous offer of multiple securities allowed restriction on utilization of subscription money restricts any right of renunciation Requirement of minimum offer value, filling LOO & Record of Offer with ROC omitted Return of Allotment within 15 days Section 82- Satisfaction of Charge Can be done within 300 days

AMENDMENT ACT, 2017 Section 92- Annual Return Section 100- EGM Abridged Annual Return Indebtedness omitted AR on Co website Section 100- EGM EGM to be held only in India Exemption to foreign WOS Section 110- Postal Ballot Can be transacted in GM in case of e-voting

AMENDMENT ACT, 2017 Section 129- Financial Statement Associate co to be included for consolidation Earlier the same is provided under explanation Section 134- Financial Statement CEO to mandatorily sign FS unless signed by Chairman MGT 9 not required to Annex to BR

AMENDMENT ACT, 2017 Section 135- Constitution of CSR Committee ‘Any FY’ replaced with ‘Immediately preceding FY’ Committee without ID Section 136- Annual Report to Members AR by shorter notice Approval by majority in No & 95% VR

AMENDMENT ACT, 2017 Section 139- Ratification of Auditor Requirement of annual ratification omitted Section 153- DIN CG may prescribe any other no as DIN Section 160- Nomination of Director Deposit not required for ID & Director nominated by NRC Section 173- Meeting of Board Participation through VC when quorum is present

AMENDMENT ACT, 2017 Section 197- Managerial Remuneration CG approval for remuneration done away CG approval for Appointment Lenders approval in case default in repayment Section 403- Fee for Filling 270 days shelter removed Additional filing fees structure in line with the LLP FS & AR delayed filing fees of Rs. 100/- per day For other forms – additional fees will be prescribed higher fees for subsequent 2 or more defaults

Ordinance 2018 Reforms Undertaken 1/2 Re-categorisation of 24 Offences Stiffer penalties for repeated defaults De-clogging the NCLT Enlarging jurisdiction of RD CG approval for change in FY CG approval for conversion of public company into private Reforms Undertaken 1/2

Ordinance 2018 Re-introduction of commencement of business De-registration due to non maintenance of RO Disqualification- holding of directorship beyond limit Remuneration for independent directors Reforms Undertaken 2/2

Declaration of Beneficial Interest SBO Rules 2018 Declaration to be given by: Registered Owner & Every person holding beneficial interest Company to ROC Beneficial interest: exercise or cause to be exercised any or all of the rights receive or participate in any dividend or other distribution Sec- 89 Declaration of Beneficial Interest

SBO Rules 2018 Sec- 90 Significant Beneficial Owners Every Individual who Acting alone or together, or Through one or more person or trust, including person or trust resident outside India Holds beneficial interest In 25% shares (GDR, CCP, CCD) Significant influence or control (26% VP or BD ) But whose name is not entered in the RoM Sec- 90 Significant Beneficial Owners

Determining Individual- SBO Rules 2018 Where the member is company Natural person holding 10% of share capital or exercise significant influence or control Determining Individual- Natural Person 1/4

Determining Individual- SBO Rules 2018 Where the member is Partnership Firm Natural person holding 10% of capital or Entitled for 10% of profit Determining Individual- Natural Person 2/4

Determining Individual- SBO Rules 2018 Where no natural person is identified Relevant Natural person who holds the position of Senior Managing Official Who is SMO Not defined MD/Manager/WTD/CEO? Determining Individual- Natural Person 3/4

Determining Individual- SBO Rules 2018 Where the member is Trust author of Trust the Trustee the beneficiaries having 10% interest in Trust ultimate effective control Determining Individual- Natural Person 4/4

Territorial Jurisdiction SBO Rules 2018 Applicability outside territorial jurisdiction? The obligation is not only on the holder but also on the company Notice by company to whom it knows/ believe to be a SBO knowledge of identity of SBO SBO during immediately preceding 3 years Territorial Jurisdiction 1/2

Territorial Jurisdiction SBO Rules 2018 Application to NCLT if person fail to revert within 30 days, for order directing Restriction on transfer Suspension of dividend Suspension of VR Any other restriction Aggrieved person to make application to NCLT within 1 yr Otherwise shares will be transfer to IEPF Territorial Jurisdiction 2/2

Holding of shares by Polled Investment Vehicle Mutual Funds SBO Rules 2018 Holding of shares by Polled Investment Vehicle Mutual Funds Alterative Investment Funds Real Estate Investment Trusts Infrastructure Investment Trusts Exemption

SBO Rules 2018 Collaborative exercise by Co & SBO SBO to submit declaration in BEN 1 Co to submit return in BEN 2 Co may identify SBO & seek info in BEN 4 Register of SBO in BEN 3 Onus of Disclosure

Contact: Avinash.godse@relianceada.com 96239 01473