Major changes in Companies Amendment Act 2017

 

Section

Existing provision

Revised provision

Explanation

1

Section 4(5)(i)

Upon receipt of an application under subsection (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of 60  days from the date of the application

Revised section 4(5)(i)

 

On receipt of application the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of 21 days from the date of approval or such other period as may be prescribe

Earlier the name was reserved for 60 days from the date of approval but revised provision is name will be reserved for 21 days from the date of approval.

2

Section 12(1) & (4)

Section 12(1):

A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to i t.

Section 12(4):

Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.

Section 12(1):

A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

Section 12(4):

Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change, who shall record the same.

Earlier the company must have a registered office within 15 days from incorporation for communication and any changes in registered office also must be communicated with ROC within 15 days but now these periods are changed to 30 days

3

Section 129(3)

Where a company has one or more subsidiaries, it shall, in addition to financial statements provided under subsection (2), prepare a consolidated financial statement of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under sub-section (2): Provided that the company shall also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiary or subsidiaries in such form as may be prescribed: Provided further that the Central Government may provide for the consolidation of accounts of companies in such manner as may be prescribed.

"Where a company has one or more subsidiaries or associate companies, it shall, in addition to financial statements provided under sub-section (2), prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under subsection (2): Provided that the company shall also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiary or subsidiaries and associate company or companies in such form as may be prescribed: Provided further that the Central Government may provide for the consolidation of accounts of companies in such manner as may be prescribed."

Now consolidated balance sheet will include balance sheet of associate company also.

Earlier consolidated balance sheets include only subsidiary companies only.

For more details, Please Visit  http://www.mca.gov.in/MinistryV2/companiesact2013.html

4

Section 134(1),(3)

Section (1):

The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon.

Section 134(3)(a):

the extract of the annual return as provided under sub-section (3) of section 92.

The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.

In subsection (3):

(i) for clause (a), the following clause shall be substituted, namely:— "(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed.

(a)CEO must  be signed the financial statement of the company whether he is a director or not a director of company.

(b)The Requirement of having extract of Annual return (Form MGT-9) has been done away with by placing the copy of annual return on website of the company (if any) and the web address/ link disclosed in the Board‘s Report.

5

Section 135(1)

Section 135(1):

Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

Revised Section 135(1):

Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. Provided that where a company is not required to appoint an independent director under subsection (4) of section 149, it shall have in its Corporate Social Responsibility Committee two or more directors.

According to revised section the words during any financial year is replaced by during preceding financial year.

6

Section 139

First provision of section 139(1):

Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting

First Proviso to section has been Omitted.

The first proviso to section 139(1) requires that the matter relating to appointment of auditor be placed for ratification by the members in each AGM. The requirement related to annual ratification has been omitted.

7

Section 7

Section 7(1)(c):

an affidavit from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief. 

Revised Section 7(1)(c):

a declaration from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief.

The word affidavit has been replaced by self declaration from first subscriber of MOA & first director.

For any assistance for annual compliance, please visit or call us at https://www.corpseed.com/service/private-limited-company

Procedure to Shop Registration

 

Our Expert team will draft & file the application with the Shop Registration Department & will follows-up with Shop Registration Department. For more information contact our customer care on 8448 444 985 or info@corpseed.com.
 

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