Companies Amendment bill 2016 Salient Features

In section 135 clarity is being brought by replacing the words “any financial year” with “immediately preceding financial year” • Provision of shorter notice of meeting with consent of members is being extended to sending the financial statements etc . _ FS etc can be send less than 21 days of before AGM with consent of 95 % . • Requirement of placing the standalone balance sheet of the subsidiaries on the website of holding company is restricted to Listed Companies (Section 136) • Every company has to give the copies of Financial statements of its subsidiaries to the members if they ask for it. • Ratification of Auditors in every AGM, is not required ( proviso to 139(1) omitted) • In section 148(3) “Cost Accountant in practice” is being replaced with “Cost Accountant”- Thus Cost audit can be done by Cost accountant in employment? • The requirement of having a resident Director in the last calendar year isbeing replaced with “Financial year” (149(3)). Further for new companies this requirement of 182 days will apply proportionately in the Financial year in which the company incorporated. • Section 153 is proposed to be amended to pave way for notifying other identification nos. like PAN, AADHAR etc. in place or in addition to DIN • The requirement of deposit of one lacs is prposed to be done away with in cases of Independent Directors and Directors recommended by N &R Committee. • The Requirement of filing of Form DIR-11 by Directors on resignation, is proposed to make voluntary (proviso to Section 168(1). • If quorum is present by physical presence of Directors in a Board Meeting, any matter can be transacted at that meeting even though other directors are participating through Video Conferencing. • Requirement of having an audit committee/nomination and remuneration(N&R) committee is proposed to be shifted from “every listed Company” to “every listed Public Company” • Shift in the Role of N&R Committee : it is not mandatory for them to Evaluate Directors , instead it is proposed that N&R committee will decide who will evaluate and lay dawn the manner in which evaluation is to be done and • The Remuneration policy shall be placed at the website of the company and web link be given in Directors report • Section 185 is proposed to be replaced with new section : Main changes will be Ø Prohibition is only for loan/guarantee etc. to Director of the company, director of the holding company, relative of director, partner of director and a firm in which such director/relative is a partner Ø Any company can give loan/guarantee etc to other companies in which directors are interested (Pvt company in which directors is director/member; Bodies coporate in which 25% or more of voting power is held by such director; B/C the Board of which is accustomed to act in accordance with the instructions of Board or Directors of lending Company) by passing a special resolution • Subsection (1) of section 186 proposed to be omitted • Loan to employees are proposed to be excluded specifically from the provisions of Section 186. • The restriction on related party transaction under 188 is not applicable if 90% in number of members are promoters or relatives of promoters or related parties. • The Public company will be entitled to pay in excess of 11% of net profit to its managerial personnel by a special resolution – without central government approval but subject to schedule V • Definition of Small company is proposed to be amended : Capital 50 lacs to 10 cores Turnover 2 crores to 100 crores • The Requirement of having specific object in the MoA is proposed to be omitted, instead it will become optional. MoA may contain a statement that the company may engage any lawful activity as may be permitted by the law of the land for the time being in force. • For incorporation the” affidavit “by the subscriber/director as required under section 7 is proposed to be replaced with “Declaration” • Existing Section 42 (private placement) proposed to be replaced with a new section. • It is proposed to allow filing of satisfaction of charge within 300 days with additional fee • It is proposed to make abridged form of Annual Return for OPC and Small Companies • AGM of unlisted companies can be held any where in India with prior consent of all the members • EGM of all the companies (other than WOS of foreign companies) shall be held in India • No need to file the Resolution under Section 180(1) Clause (a) and (c) • More clarity is being brought about with respect to the declaration of interim Dividend. • if Charirman is not authorisied to sign the Financial Statements, then the among others, CEO, if appointed, should sign the same, even if he is not a director. • The requirement of MGT -9 is being done away with. Instead the Annual return is to be hosted on the Website of the Company (if anyway) and web link for the same be shown in the Directors report • Govt. may come out with abridged Board Report for OPC an small companies


Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Official Blog Fema India Experts Connect with our Facebook Page:- Click and Like our Page Subscribe our Email updates like other 15,000 Members, Free/Easy/Comfortableway