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

2. 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. 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

4. 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

5. 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

6. 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

7. 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

8. 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

9. 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

10. 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

11. 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

12. 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

13. 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

14. 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

15. 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

16. 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

17. 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

18. 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

19. 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

20. 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

21. 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

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