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Companies (Amendment) Bill 2016

News and Press Release - Dated:- 30-3-2016 - LOK SABHA The following Bill was introduced in Lok Sabha on 16th March, 2016:- BILL NO. 73 OF 2016 A Bill further to amend the Companies Act, 2013. BE it enacted by Parliament in the Sixty-seventh Year of the Republic of India as follows:- Short title and commencement 1. (1) This Act may be called the Companies (Amendment) Act, 2016. (2) It shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoi .....

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) the expression significant influence means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement; (b) the expression joint venture means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement;'; (ii) for clause (28), the following clause shall be substituted, namely:- '(28) Cost Accountant means a cost accountant as defined in clause .....

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India, issued by a company, shall not be treated as debenture; ; (iv) in clause (41), in the first proviso, after the word subsidiary , the words or associate company shall be inserted; (v) in clause (46), the following Explanation shall be inserted, namely:- 'Explanation.-For the purposes of this clause, the expression company includes any body corporate;'; (vi) clause (49) shall be omitted; (vii) in clause (51),- (a) in sub-clause (iv), the word and shall be omitted; (b) for sub-clause .....

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r the word company; , the word and shall be inserted; (x) in clause (76), for sub-clause (viii), the following sub-clause shall be substituted, namely:- (viii) any body corporate which is- (A) a holding, subsidiary or an associate company of such company; (B) a subsidiary of a holding company to which it is also a subsidiary; or (C) an investing company or the venturer of a company; ; (xi) in clause (85),- (a) in sub-clause (i), for the words five crore rupees , the words ten crore rupees shall .....

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em (d) shall be omitted; (xiii) for clause (91), the following clause shall be substituted, namely:- '(91) turnover means the gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;'. Insertion of new section 3A 3. After section 3 of the principal Act, the following section shall be inserted, namely:- Members severally liable in certain cases. 3A.If .....

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be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor. . Amendment of section 4 4. In section 4 of the principal Act,- (i) in sub-section (1), for clause (c), the following clause shall be substituted, namely:- (c) that the company may engage in any lawful act or activity or business, or any act or activity or business to pursue any specific object or objects, as per the law for the time being in force: Provided tha .....

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ys from the date of approval or such other period as may be prescribed shall be substituted; (iii) after sub-section (6), the following sub-sections shall be inserted, namely:- (6A) A company may adopt the model memorandum applicable to such a company. (6B) In case of any company, which is registered after the commencement of the Companies (Amendment) Act, 2016, in so far as the registered memorandum of such company does not exclude or modify the contents in the model memorandum applicable to su .....

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m the fifteenth day of its incorporation , the words within thirty days of its incorporation shall be substituted; (ii) in sub-section (4), for the words within fifteen days , the words within thirty days shall be substituted. Amendment of section 21 7. In section 21 of the principal Act, for the words an officer of the company , the words an officer or employee of the company shall be substituted. Amendment of section 26 8. In section 26 of the principal Act, in sub-section (1),- (i) after the .....

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(15 of 1992) in respect of such financial information or reports on financial information shall apply. ; (ii) the clauses (a) and (b) shall be omitted. Amendment of section 35 9. In section 35 of the principal Act, in sub-section (2), after clause (b), the following clause shall be inserted, namely:- (c) that, as regards every misleading statement purported to be made by an expert or contained in what purports to be a copy of or an extract from a report or valuation of an expert, it was a corre .....

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istration or, to the defendant's knowledge, before allotment thereunder. . Substitution of section 42 10. For section 42 of the principal Act, the following section shall be substituted, namely:- Issue of shares on private placement basis. '42. (1) A company may, subject to the provisions of this section, make a private placement of securities. (2) A private placement shall be made only to a select group of persons who have been identified by the Board (herein referred to as identified p .....

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cribed to identified persons, whose names and addresses are recorded by the company in such manner as may be prescribed: Provided that the private placement offer and application shall not carry any right of renunciation. Explanation I.- private placement means any offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer-cum-application, which satisfies the conditions specified in this se .....

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e prescribed number of persons, whether the payment for the securities has been received or not or whether the company intends to list its securities or not on any recognised stock exchange in or outside India, the same shall be deemed to be an offer to the public and shall accordingly be governed by the provisions of Part I of this Chapter. (4) Every identified person willing to subscribe to the private placement issue shall apply in the private placement and application issued to such person a .....

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been withdrawn or abandoned by the company: Provided that, subject to the maximum number of identified persons under sub-section (2), a company may, at any time, make more than one issue of securities to such class of identified persons as may be prescribed. (6) A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities and if the company is not able to allot the securities within t .....

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e other than- (a) for adjustment against allotment of securities; or (b) for the repayment of monies where the company is unable to allot securities. (7) No company issuing securities under this section shall release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large about such an issue. (8) A company making any allotment of securities under this section, shall file with the Registrar a return of allotment within fifteen day .....

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tinues but not exceeding twenty-five lakh rupees. (10) Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be 15 of 1992. liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the .....

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r the words, figures and brackets provisions of section 43 and sub-section (2) of section 50 , the words, figures and brackets provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188 shall be substituted. Amendment of section 53 12. In section 53 of the principal Act,- (i) in sub-section (2), for the words discounted price , the word discount shall be substituted; (ii) after sub-section (2), the following sub-section shall be inserted, namely:- (2A) Notwithstan .....

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use (c) shall be omitted. Amendment of section 62 14. In section 62 of the principal Act,- (i) in sub-section (1), in clause (c), for the words of a registered valuer subject to such conditions as may be prescribed , the words and figures of a registered valuer, subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed shall be substituted; (ii) for sub-section (2), the following sub-section shall be substituted, namely:- (2) The notice .....

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ril each year, such sum which shall not be less than twenty per cent. of the amount of its deposits maturing during the following financial year and kept in a scheduled bank in a separate bank account to be called deposit repayment reserve account; ; (ii) clause (d) shall be omitted; (iii) in clause (e), for the words such deposits; , the following shall be substituted, namely:- such deposits and where a default had occurred, the company made good the default and a period of five years had lapse .....

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ion 76A of the principal Act, in clause (a), for the words one crore rupees , the words one crore rupees or twice the amount of deposit accepted by the company, whichever is lower shall be substituted. Amendment of section 77 18. In section 77 of the principal Act,in sub-section (1), after the third proviso, the following proviso shall be inserted, namely:- Provided also that this section shall not apply to such charges as may be prescribed in consultation with the Reserve Bank of India. . Amend .....

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pply to an intimation given under this section shall be omitted; (ii) the following proviso shall be inserted, namely:- Provided that the Registrar may, on an application by the company or the charge holder, allow such intimation of payment or satisfaction to be made within a period of three hundred days of such payment or satisfaction on payment of such additional fees as may be prescribed. . Amendment of section 89 21. In section 89 of the principal Act, after sub-section (9), the following su .....

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For section 90 of the principal Act, the following section shall be substituted, namely:- Register of significant beneficial owners in a company. '90. (1) Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of signif .....

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ion under this sub-section. (2) Every company shall maintain a register of the interest declared by individuals under sub-section (1) and changes therein which shall include the name of individual, his date of birth, address, details of ownership in the company and such other details as may be prescribed. (3) The register maintained under sub-section (2) shall be open to inspection by any member of the company on payment of such fees as may be prescribed. (4) Every company shall file a return of .....

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icant beneficial owner or another person likely to have such knowledge; or (c) to have been a significant beneficial owner of the company at any time during the three years immediately preceding the date on which the notice is issued, and who is not registered as a significant beneficial owner with the company as required under this section. (6) The information required by the notice under sub-section (5) shall be given by the concerned person within a period not exceeding thirty days of the dat .....

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her matters as may be prescribed. (8) On any application made under sub-section (7), the Tribunal may, after giving an opportunity of being heard to the parties concerned, make such order restricting the rights attached with the shares within a period of sixty days of receipt of application or such other period as may be prescribed. (9) The company or the person aggrieved by the order of the Tribunal may make an application to the Tribunal for relaxation or lifting of the restrictions placed und .....

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on (4), fails to do so or denies inspection as provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than ten lakh rupees but which may extend to fifty lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the failure continues. (12) If any person wilfully furnishes any false or incorrect information or suppresses .....

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amely:- Provided further that the Central Government may prescribe abridged form of annual return for One Person Company and small company. ; (ii) for sub-section (3), the following sub-section shall be substituted, namely:- (3) Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board's report. . Omission of section 93 24. Section 93 of the principal Act shall be omitted. Amendment of s .....

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t of section 96 26. In section 96 of the principal Act, in sub-section (2), in the proviso, for the words Provided that , the following shall be substituted, namely:- Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance: Provided further that . Amendment of section 100 27. In section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, name .....

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mode, is accorded thereto- (i) in the case of an annual general meeting, by not less than ninty-five per cent. of the members entitled to vote thereat; and (ii) in the case of any other general meeting, by members of the company- (a) holding, if the company has a share capital, not less than ninty-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having, if the company has no share capital, not less than ninty-five per cent. .....

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erted, namely:- Provided that any item of business required to be transacted by means of postal ballot under clause (a), may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section. . Amendment of section 117 30. In section 117 of the principal Act,- (i) in sub-section (2),- (a) for the words not be less than five lakh rupees , the words not be less than one lakh rup .....

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se (f) of sub-section (3) of section 179 in the ordinary course of its business; and . Amendment of section 123 31. In section 123 of the principal Act, for sub-section (3), the following sub-section shall be substituted, namely:- (3) The Board of Directors of a company may declare interim dividend during any financial year or at any time during the period from closure of financial year till holding of the annual general meeting out of the surplus in the profit and loss account or out of profits .....

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during immediately preceding three financial years. . Amendment of section 129 32. In section 129 of the principal Act, for sub-section (3), the following sub-section shall be substituted, namely:- (3) 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 it .....

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e consolidation of accounts of companies in such manner as may be prescribed. . Amendment of section 130 33. In section 130 of the principal Act,- (i) in sub-section (1), in the proviso,- (a) after the words regulatory body or authorities concerned , the words or any other person concerned shall be inserted; (b) after the words the body or authority concerned , the words or the other person concerned shall be inserted; (ii) after sub-section (2), the following sub-section shall be inserted, name .....

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on 132 34. In section 132 of the principal Act, in sub-section (4), in clause (c), in sub-clause (A), in item (II), for the words ten lakh rupees , the words five lakh rupees shall be substituted. Amendment of section 134 35. In section 134 of the principal Act,- (a) for sub-section (1), the following sub-section shall be substituted, namely:- (1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on beh .....

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ly:- (a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed; ; (ii) in clause (p), for the words annual evaluation has been made by the Board of its own performance and that of its committees and individual directors , the words annual evaluation of the performance of the Board, its Committees and of individual directors has been made shall be substituted; (iii) after clause (q), the following provisos shall be inserted, namely:- Provided th .....

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eport and the web-address is indicated therein at which the complete policy is available. ; (c) after sub-section (3), the following sub-section shall be inserted, namely:- (3A) The Central Government may prescribe an abridged Board's report, for the purpose of compliance with this section by One Person Company or small company. . Amendment of section 135 36. In section 135 of the principal Act,- (i) in sub-section (1),- (a) for the words any financial year , the words the immediately preced .....

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ub-section (5), for the Explanation, the following Explanation shall be substituted, namely:- 'Explanation.-For the purposes of this section net profit shall not include such sums as may be prescribed, and shall be calculated in accordance with the provisions of section 198.'. Amendment of section 136 37. In section 136 of the principal Act,- (i) in sub-section (1),- (a) the words and figures Without prejudice to the provisions of section 101, shall be omitted; (b) in the first proviso, .....

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proviso, the following provisos shall be substituted, namely:- 'Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any: Provided also that a listed company which has a subsidiary incorporated outside India (herein referred to as foreign subsidiary )- (a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the countr .....

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ment is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website. ; (ii) in sub-section (2), the following proviso shall be inserted, namely:- Provided that every company having a subsidiary or subsidiaries shall provide a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of its subsidiary to any member of the company who asks for it. . Amendment of section 137 38. In .....

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ding Indian listed company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English.'. Amendment of section 139 39. In section 139 of the principal Act, in sub-section (1), the first proviso shall be omitted. Amendment of section 140 40. In section 140 of the principal Act, in sub-section (3), for the words fifty thousand rupees , .....

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person in taking decisions in relation to his investments;'; (ii) for clause (i), the following clause shall be substituted, namely:- (i) a person who, directly or indirectly, renders any service referred to in section 144 to the company or its holding company or its subsidiary company. Explanation.-For the purposes of this clause, the term directly or indirectly shall have the meaning assigned to it in the Explanation to section 144. . Amendment of section 143 42. In section 143 of the prin .....

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d. Amendment of section 147 43. In section 147 of the principal Act,- (i) in sub-section (2),- (a) after the words five lakh rupees , the words or four times the remuneration of the auditor, whichever is less shall be inserted; (b) in the proviso, for the words and with fine which shall not be less than one lakh rupees but which may extend to twenty-five lakh rupees , the words and with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees or eig .....

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s the case may be, colluded in any fraud shall only be liable. . Amendment of section 148 44. In section 148 of the principal Act,- (i) in sub-section (3),- (a) for the words Cost Accountant in practice , the words cost accountant shall be substituted; (b) in the Explanation, for the words Institute of Cost and Works Accountants of India , the words Institute of Cost Accountants of India shall be substituted; (ii) in sub-section (5), in the proviso,for the words cost accountant in practice , the .....

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nancial year in which it is incorporated. ; (ii) in sub-section (6),- (a) in clause (c), for the words pecuniary relationship , the words pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed, shall be substituted; (b) for clause (d), the following clause shall be substituted, namely:- (d) none of whose relatives- (i) is holding any security of or interest in the company, its hold .....

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in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; (iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or (iv) .....

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oyment during preceding three financial years. . Amendment of section 152 46. In section 152 of the principal Act,- (a) in sub-section (3), after the word and figures section 154 , the words and figures or any other number as may be prescribed under section 153 shall be inserted; (b) in sub-section (4), after the word Number , the words and figures or such other number as may be prescribed under section 153 shall be inserted. Amendment of section 153 47. In section 153 of the principal Act, the .....

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ted, namely:- Provided that requirements of deposit of amount shall not apply in case of appointment of an independent director or a director recommended by the Nomination and Remuneration Committee, if any, constituted under sub-section (1) of section 178. . Amendment of section 161 49. In section 161 of the principal Act,- (i) in sub-section (2), after the words alternate directorship for any other director in the company , the words or holding directorship in the same company shall be inserte .....

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lause (b), he shall not incur the disqualification for a period of six months from the date of his appointment. ; (ii) in sub-section (3), for the proviso, the following proviso shall be substituted, namely:- Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub-section (1) shall continue to apply even if the appeal or petition has been filed against the order of conviction or disqualification. . Amendment of section 165 51. In section 165 of the principal Act, in su .....

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ation under sub-section (2) of section 164, the office of the director shall become vacant in all the companies, other than the company which is in default under that sub-section. ; (ii) in clause (f), for the proviso the following proviso shall be substituted, namely,- Provided that the office shall not be vacated by the director in case of orders referred to in clauses (e) and (f)- (i) for thirty days from the date of conviction or order of disqualification; (ii) where an appeal or petition is .....

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ords, director may also forward shall be substituted. Amendment of section 173 54. In section 173 of the principal Act, in sub-section (2), after the first proviso, the following proviso shall be inserted, namely:- Provided further that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified under the first proviso. . Amendment of section 177 55. In .....

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any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify the c .....

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f every director's performance , the words shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance shall be substituted; (iii) in sub-section (4), in clause (c), for the proviso, the following proviso shall be substituted , namely:- Provided that such policy shall be pla .....

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he words paid-up share capital and free reserves , the words paid-up share capital, free reserves and securities premium shall be substituted. Amendment of section 184 58. In section 184 of the principal Act,- (i) in sub-section (4), the words shall not be less than fifty thousand rupees but which shall be omitted; (ii) in sub-section (5), for clause (b), the following clause shall be substituted, namely:- (b) shall apply to any contract or arrangement entered into or to be entered into between .....

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nce any loan, including any loan represented by a book debt to, or give any guarantee or provide any security in connection with any loan taken by,- (a) any director of company, or of a company which is its holding company or any partner or relative of any such director; or (b) any firm in which any such director or relative is a partner. (2) A company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan tak .....

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and any other relevant fact; and (b) the loans are utilised by the borrowing company for its principal business activities. Explanation.-For the purposes of this sub-section, the expression any person in whom any of the director of the company is interested means- (a) any private company of which any such director is a director or member; (b) any body corporate at a general meeting of which not less than twenty-five per cent. of the total voting power may be exercised or controlled by any such d .....

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es; or (ii) pursuant to any scheme approved by the members by a special resolution; or (b) a company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loans an interest is charged at a rate not less than the rate of prevailing yield of one year, three year, five year or ten year Government security closest to the tenor of the loan; or (c) any loan made by a holding company to its wholly owned sub .....

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en or provided or utilised in contravention of the provisions of this section, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees, and the director or the other person to whom any loan is advanced or guarantee or security is given or provided in connection with any loan taken by him or the other person, shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than .....

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mely:- '(3) Where the aggregate of the loans and investment so far made, the amount for which guarantee or security so far provided to or in all other bodies corporate along with the investment, loan, guarantee or security proposed to be made or given by the Board, exceed the limits specified under sub-section (2), no investment or loan shall be made or guarantee shall be given or security shall be provided unless previously authorised by a special resolution passed in a general meeting: Pro .....

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tatement as provided under sub-section (4). . (iv) for sub-section (11), the following sub-section shall be substituted, namely:- (11) Nothing contained in this section shall apply- (a) to any loan made, any guarantee given or any security provided or any investment made by a banking company, or an insurance company, or a housing finance company in the ordinary course of its business, or a company established with the object of and engaged in the business of financing industrial enterprises, or .....

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. ; (v) in the Explanation, in clause (a), after the words other securities the following shall be inserted, namely:- and a company will be deemed to be principally engaged in the business of acquisition of shares, debentures or other securities, if its assets in the form of investment in shares, debentures or other securities constitute not less than fifty per cent. of its total assets, or if its income derived from investment business constitutes not less than fifty per cent. as a proportion o .....

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ion of the Board or, as the case may be, of the shareholders shall be substituted. Omission of section 194 62. Section 194 of the principal Act shall be omitted. Omission of section 195 63. Section 195 of the principal Act shall be omitted. Amendment of section 196 64. In section 196, in sub-section (4), for the words specified in that Schedule , the words specified in Part I of that Schedule shall be substituted. Amendment of section 197 65. In section 197 of the principal Act,- (a) in sub-sect .....

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her secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining the approval in the general meeting. ; (b) in sub-section (3), the words and if it is not able to comply with such provisions, with the previous approval of the Central Government shall be omitted; (c) for sub-section (9), the following sub-section shall be substitut .....

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he company by special resolution within two years from the date the sum becomes refundable shall be substituted; (ii) the following proviso shall be inserted, namely:- Provided that where any term loan of any bank or public financial institution is subsisting or the company has defaulted in payment of dues to non-convertible debenture holders or any other secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other s .....

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directors is in accordance with the provisions of this section, whether remuneration paid to any director is in excess of the limit laid down under this section and give such other details as may be prescribed. (17) On and from the commencement of the Companies (Amendment) Act, 2016, any application made to the Central Government under the provisions of this section [as it stood before such commencement], which is pending with that Government shall abate, and the company shall, within one year .....

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endment of section 200 67. In section 200 of the principal Act, the words the Central Government or appearing at both the places shall be omitted. Amendment of section 201 68. In section 201 of the principal Act,- (a) in sub-section (1), for the words this Chapter , the word and figures section 196 shall be substituted; (b) in sub-section (2), in clause (a), for the words any of the sections aforesaid , the word and figures section 196 shall be substituted. Amendment of section 216 69. In sectio .....

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, creditors or any other person whose interest is likely to be affected shall be inserted. Amendment of section 236 71. In section 236 of the principal Act, in sub-sections (4), (5) and (6), for the words, transferor company , wherever they occur, the words company whose shares are being transferred shall be substituted. Amendment of section 247 72. In section 247 of the principal Act, in sub-section (2), in clause (d), for the words during or after the valuation of assets , the words during a p .....

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endment of section 379 74. Section 379 of the principal Act shall be renumbered as sub-section (2) thereof and before sub-section (2) as so renumbered, the following sub-section shall be inserted, namely:- (1) Sections 380 to 386 (both inclusive)and sections 392 and 393 shall apply to all foreign companies: Provided that the Central Government may, by Order published in the Official Gazette, exempt any class of foreign companies, specified in the Order, from any of the provisions of sections 380 .....

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ed, namely:- Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 89, 92, 117, 121, 137 or 157 is not submitted, filed, registered or recorded, as the case may be, within the period provided in those sections, it may be submitted, filed, registered or recorded, as the case may be, within a period of two hundred and seventy days from the expiry of the period so provided in those sections, on payment of suc .....

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t, be submitted, filed, registered or recorded, as the case may be, on payment of such higher additional fee or additional fee,as may be prescribed: Provided also that where there is default on two or more occasions in submitting, filing, registering or recording of the document, fact or information under section 89, 92, 117, 121, 137 or 157, the provisions of the first and second provisos shall not apply, until the document, fact or information is submitted, filed, registered or recorded, as th .....

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ral Government may, by notification in the Official Gazette, declare to be a Nidhi or Mutual Benefit Society, as the case may be. (2) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act specified in the notification- (a) shall not apply to any Nidhi or Mutual Benefit Society; or (b) shall apply to any Nidhi or Mutual Benefit Society with such exceptions, modifications and adaptations as may be specified in the notification. (3) A cop .....

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of thirty days as is referred to in sub-section (3), no account shall be taken of any period during which the House referred to in subsection (3) is prorogued or adjourned for more than four consecutive days. (5) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament.'. Amendment of section 409 78. In section 409 of the principal Act, in sub-section (3),- (i) in clause (a), for the words out of whi .....

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ndustrial management, industrial reconstruction, investment and accountancy. . Amendment of section 411 79. In section 411 of the principal Act, for sub-section (3), the following sub-section shall be substituted, namely:- (3) A technical member shall be a person of proven ability, integrity and standing having special knowledge and professional experience of not less than twenty-five years in industrial finance, industrial management, industrial reconstruction, investment and accountancy. . Ame .....

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mber; and (d) Secretary in the Ministry of Law and Justice - Member. (2A) Where in a meeting of the Selection Committee, there is equality of votes on any matter, the Chairperson shall have a casting vote. . Amendment of section 435 81. For section 435 of the principal Act, the following shall be substituted, namely:- Establishment of Special Courts 435.(1) The Central Government may, for the purpose of providing speedy trial of offences under this Act, by notification, establish or designate as .....

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to be appointed is working. . Amendment of section 438 82. In section 438 of the principal Act, for the words deemed to be a Court of Session , the words deemed to be a Court of Session or the court of Metropolitan Magistrate or a Judicial Magistrate of the First Class, as the case may be, shall be substituted. Amendment of section 439 83. In section 439 of the principal Act, in sub-section (2), after the words a shareholder , the words or a member shall be inserted. Amendment of section 440 84 .....

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Insertion of new section 446A 86. After section 446 of the principal Act, the following sections shall be inserted, namely:- Factors for determining level of punishment. 446A. The court or the Special Court, while deciding the amount of fine or imprisonment under this Act, shall have due regard to the following factors, namely:- (a) size of the company; (b) nature of business carried on by the company; (c) injury to public interest; (d) nature of the default; and (e) repetition of the default. L .....

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r imprisonment or fine and imprisonment, as the case may be, of the minimum or maximum fine or imprisonment or fine and imprisonment, as the case may be, specified in such sections. . Amendment of section 447 87. In section 447 of the principal Act,- (i) after the words guilty of fraud , the words involving an amount of at least ten lakh rupees or one percent. of the turnover of the company, whichever is lower shall be inserted; (ii) after the proviso, the following proviso shall be inserted, na .....

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o companies. Out of 470 sections of the Act, 284 sections have been brought into force so far. The process for establishment of the National Company Law Tribunal and National Company Law Appellate Tribunal is at its final stage. After the constitution of these Tribunals, most of the remaining 186 sections of the Act shall also be brought into force. 2. The Act introduced significant changes related to disclosures to stakeholders, accountability of directors, auditors and key managerial personnel .....

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onsideration of the Companies (Amendment) Bill, 2015 in the Rajya Sabha, views were expressed that more amendments would be required. A Companies Law Committee (the Committee) was, therefore, constituted consisting of representatives from the industry, professional institutes of chartered accountants, cost accountants and company secretaries, and a former High Court Judge under the chairmanship of Secretary, Ministry of Corporate Affairs, to examine the need for further amendments. 3. The Commit .....

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cy of compliance requirements; facilitating ease of doing business in order to promote growth with employment; harmonisation with accounting standards, the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder, and the Reserve Bank of India Act, 1934 and the regulations made thereunder; rectifying omissions and inconsistencies in the Act, and carrying out amendments in the provisions relating to qualifications and selection of members of the National Company Law Tr .....

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of objects, self-declarations to replace affidavits from subscribers to memorandum and first directors; (c) provisions relating to forward dealing and insider trading to be omitted from the Act; (d) requirement of approval of the Central Government for Managerial remuneration above prescribed limits to be replaced by approval through special resolution by shareholders; (e) a company may give loans to entities in which directors are interested after passing special resolution and adhering to disc .....

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der the Companies Act and the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder to be aligned by omitting prescriptions in the Companies Act and allowing these prescriptions to be made by the Securities and Exchange Board of India in consultation with the Central Government; (k) provide for maintenance of register of significant beneficial owners by a company, and filing of returns in this regard to the Registrar; (l) removal of requirement for annual ratificat .....

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ifferent dates for different provision of the proposed legislation. Clause 2 of the Bill seeks to amend section 2 of the Companies Act, 2013 (hereinafter referred to as 'the Act') for modifying the definitions of associate company, cost accountant, debentures, financial year, holding company, key managerial personnel, net worth, related party, small company, subsidiary company and turnover, and omit the definition of interested director. Clause 3 of the Bill seeks to introduce new sectio .....

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lause also seeks to insert new sub-sections (6A) and (6B) w.r.t. model memorandum. Clause 5 of the Bill seeks to amend sub-section (1) of section 7 of the Act to replace requirement of affidavit from first subscribers and directors with declarations from them with reference to incorporation of company. Clause 6 of the Bill seeks to amend sub-section (1) of section 12 of the Act to provide for a company to have its registered office within thirty days from the date of incorporation. Further it al .....

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ction (1) of section 26 of the Act to provide that contents of the prospectus with respect to information and reports on financial information shall be specified by SEBI in consultation with Central Government. The clause also provides for applicability of existing requirements on such matters specified by SEBI. Clause 9 of the Bill seeks to amend section 35 of the Act to hold experts liable for statements made by them and provide a defence to the directors who relied upon such statements. Claus .....

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ause 11 of the Bill seeks to amend sub-section (1) of section 47 of the Act and seeks to provide that provisions of section 47 shall also be subject to sub-section (1) of section 188 of the Act. Clause 12 of the Bill seeks to amend section 53 of the Act to replace the words discounted price with the word discount and also to allow companies to issue shares at discount to its creditors when debt is converted into shares in pursuance of any statutory resolution plan or debt restructuring scheme in .....

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usiness. Clause 14 of the Bill seeks to amend section 62 of the Act to provide wider modes of delivery with respect to despatch of notice of offer for rights issue and to provide for applicability of provisions of Chapter III in case of issue of securities under section 62(1)(c). Clause 15 of the Bill seeks to amend section 73 of the Act to omit requirement relating to deposit insurance and provide that deposit repayment reserve shall not be less than twenty percent. of the amount of deposits ma .....

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arlier. Clause 17 of the Bill seeks to amend section 76A of the Act to provide that minimum fine for failure in repayment of deposits and interest thereon shall be rupees one crore or twice the amount of deposit accepted, whichever is lower. Clause 18 of the Bill seeks to amend sub-section (1) of section 77 of the Act to provide that such section shall not apply to certain charges, as may be prescribed by the Central Government in consultation with the Reserve Bank of India. Clause 19 of the Bil .....

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Act to include the definition of beneficial interest in a share . Clause 22 of the Bill seeks to replace section 90 of the Act to provide that a declaration is to be given to the company by every individual acting alone or together or through one or more person or trust including a trust and persons resident outside India, who holds beneficial interest of not less than twenty-five per cent or other prescribed percentage in shares of a company or the right to exercise or the actual exercising of .....

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ction, by any member of the company, a register of significant beneficial owners. Further company shall file a return of significant beneficial owners of the company and changes therein with the Registrar. This clause also provides that company may give notice to any person whom the company knows or believes to be a significant beneficial owner of the company or who has knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge or who has been a s .....

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eturn, the company and every officer of the company in default shall be punishable with fine. Clause 23 of the Bill seeks to amend section 92 of the Act to omit the requirement of sub-section (3) with respect to extract of annual return forming as part of Board's report and provide for disclosure of web address/web-link of the annual return in Board's report. It also seeks to omit requirement of clause (c) of sub-section (1) regarding disclosure of indebtedness, and modify clause (j) of .....

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39; stake. Clause 25 of the Bill seeks to amend section 94 of the Act to restrict inspection of certain personal information, which would be prescribed through Rules, in the register of members. It also seeks to do away with filing of special resolution in advance with Registrar of Companies for keeping of the registers and returns at a place other than the registered office of the company. Clause 26 of the Bill seeks to amend section 96 of the Act to enable unlisted companies to convene Annual .....

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percent. of the members entitled to vote and in case of other general meetings consent is given by members holding not less than 95% of paid-up share capital. Clause 29 of the Bill seeks to amend section 110 of the Act to provide that the company may transact an item, which is mandatorily required to be transacted through postal ballot, at a general meeting also where the facility of electronic voting is provided by the company. Clause 30 of the Bill seeks to amend section 117 of the Act to redu .....

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of the Act to provide clarity, to allow declaration of interim dividend for a financial year from the profits of the said year or from brought forward surplus in the profit and loss account. It also provides clarity that interim dividend can be declared during the period from closure of financial year till date of Annual General Meeting and in such case in addition to profits referred above, the profit generated upto quarter prior to declaration of dividend may be used. Clause 32 of the Bill se .....

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opening of accounts. It also seeks to provide that order for reopening of accounts can be made upto eight years unless there is a specific direction under section 128(5) from the Central Government for longer period. Clause 34 of the Bill seeks to amend section 132 of the Act to reduce the minimum fine under sub-section (4) in respect of professional or other misconduct from rupees ten lakhs to rupees five lakhs. Clause 35 of the Bill seeks to amend section 134 of the Act to provide that the Chi .....

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ny is not required to appoint independent director under section 149. Further it also seeks to empower the Central Government to prescribe sums which shall not be included for calculating 'net profit' of a company under section 135. It also seeks to modify sub-section (3) of the section to refer to areas or subjects in Schedule VII within which CSR activities could be taken up by an eligible company. Clause 37 of the Bill seeks to amend sub-section (1) of section 136 to provide that copi .....

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dited. Clause 39 of the Bill seeks to amend section 139 of the Act to do away with the requirements of annual ratification by members with respect to appointment of auditors. Clause 40 of the Bill seeks to amend section 140 of the Act to reduce the penalty with respect to failure to file resignation by auditor to fifty thousand rupees or the remuneration of auditors whichever is less. Clause 41 of the Bill seeks to amend clause (d) of sub-section (3) of section 141 of the Act to insert an explan .....

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l report on internal financial control systems with reference to financial statements. It also seeks to amend sub-section (14) to replace cost accountant in practice with cost accountant. Clause 43 of the Bill seeks to amend section 147 of the Act to revise quantum of fine. It also restricts the liability of auditor for damages to the shareholders or creditors of the company instead of any other person. It also seeks that in case of criminal liability of any audit firm the concerned partners onl .....

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respect to pecuniary relationship of a director with respect to eligibility of a director to be appointed as an independent director. It also seeks to specify the scope of restriction on pecuniary relationship entered into by a relative. Clause 46 seeks to amend sub-sections (3) and (4) of section 152 of the Act to provide that in addition to Director Identification Number, a director may hold any other identification number prescribed by Central Government under section 153. Clause 47 of the B .....

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d section 161 of the Act to restrict a person from being appointed as an alternate director if he is holding directorship in the same company. It also seeks to enable the filling up of causal vacancy of the director by the board in case of private company as well. It also seeks to provide for approval in the next annual general meeting held. Clause 50 of the Bill seeks to amend section 164 of the Act to provide that the disqualification for appointment of director, with respect to non-filing of .....

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52 of the Bill seeks to amend section 167 of the Act to provide that in case a director incurs any of disqualifications under section 164 (2), he shall vacate office in companies other than the company which is in default. It also seeks to amend section 167 with respect to appeal against conviction order. Clause 53 of the Bill seeks to amend section 168 of the Act to provide that the requirement for forwarding of copy of resignation by director to the Registrar shall be optional. Clause 54 of th .....

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ount not exceeding one crore rupees within 3 months of transaction, consequences of non-ratification, exemption from approval of audit committee to related party transactions between holding company and its wholly owned subsidiary, other than those covered under section 188, etc. Clause 56 of the Bill seeks to amend section 178 of the Act to substitute the words listed company with the words listed public company. It also seeks to provide that committee will specify manner for effective evaluati .....

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capital and free reserves for calculation of upper limits on borrowing powers of the Board. Clause 58 of the Bill seeks to amend section 184 of the Act to omit the cap of minimum penalty with respect to failure by directors to disclose interest. It also seeks to include body corporates under the ambit of sub-section (5) in certain cases. Clause 59 of the Bill seeks to amend section 185 of the Act to limit the prohibition on loans, advances, etc., to directors of the company or its holding compan .....

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eeks to provide for aggregation of loan and investments so far made and guarantees so far provided, for the purpose of calculating the limits of loans and investments. It also provides to exclude employees from the word person used in sub-section (2). Further it also seeks to provide that requirement of passing a special resolution at general meeting shall not be necessary where a loan or guarantee is given or where a security has been provided by a company to its wholly owned subsidiary company .....

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s of promoters or related parties. It also seeks to provide that non-ratification of transaction shall be voidable at the option of the Board or shareholders, as the case may be. Clause 62 of the Bill seeks to omit section 194 of the Act relating to prohibition on forward dealings in securities of company by director or key managerial personnel. Clause 63 of the Bill seeks to omit section 195 of the Act which provides for prohibition on insider trading of securities. Clause 64 of the Bill seeks .....

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d creditor shall be obtained where any term loan is subsisting, before approval of shareholders. It also requires auditor of the company in his report under section 143 to make a statement as to whether the remuneration paid by the company is in accordance with the provisions of section 197. Clause 66 of the Bill seeks to amend section 198 of the Act to provide that requirement of not giving credit for profits on sale of shares or debentures for calculation of profit shall not apply to investmen .....

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al owner of the company. Clause 70 of the Bill seeks to amend section 223 of the Act to provide that copy of inspectors report shall be made available only to members, creditors or any other person whose interest is likely to be affected. Clause 71 of the Bill seeks to amend section 236 of the Act to substitute the words transferor company with the words company whose shares are being transferred for providing clarity. Clause 72 of the Bill seeks to amend section 247 of the Act to provide that r .....

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ing clarity with respect to applicability of provisions of the Act to foreign companies. Clause 75 of the Bill seeks to amend section 384 of the Act to bring clarity on applicability of section 135 to foreign companies. Clause 76 of the Bill seeks to amend section 403 of Act to bring more clarity with respect to late filings of documents under sections 89, 92, 117, 121, 137 and 157 and defaults in filings, consequences, etc. Clause 77 of the Bill seeks to substitute section 406 of the Act regard .....

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Clause 80 of the Bill seeks to amend section 412 of the Act to align with Supreme Court directions with respect to constitution of Selection Committee. Clause 81 of the Bill seeks to amend section 435 of the Act to include appointment of Metropolitan Magistrate or a Judicial Magistrate of the First Class by Central Government in Special Court in case of offences punishable under the Act with imprisonment of not more than two years. Clause 82 of the Bill seeks to amend section 438 of the Act as .....

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st Class. Clause 85 of the Bill seeks to amend section 441 of the Act to enable Tribunal to compound offences punishable with fine only or with fine or imprisonment or both. Clause 86 of the Bill seeks to insert two new sections with respect to factors for determining the level of punishment and for lesser penalties for one person companies and small companies. Clause 87 of the Bill seeks to amend section 447 of the Act to bring thresholds with respect to compounding provisions relating to fraud .....

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(vii) of clause 2 of the Bill proposes to empower Central Government to prescribe any other officer as key managerial personnel under clause (51) of section 2 of the Act. Sub-clause (ii) of clause 4 proposes to empower Central Government to prescribe the period for reserving the name of the Company by Registrar under clause (i) of sub-section (5) of section 4 of the Act. Clause 10, inter alia, proposes to empower Central Government to prescribe under section 42 of the Act- (1) higher number for .....

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ate placement under proviso to sub-section (5) of section 42 of the Act. (4) under sub-section (8)- (a) the manner in which a return of allotment for private placement shall be filed with Registrar; and (b) other relevant information of allottees to be filed with the return of allotment. Sub-clause (i) of clause 14 proposes to empower Central Government to prescribe the conditions for compliances under clause (c) of sub-section (1) of section 62. Clause 18 proposes to empower Central Government .....

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nterest in shares in sub-section (1), (b) period within which and manner in which declaration regarding beneficial interest in shares shall be given in sub-section (1), (c) class or classes of persons which shall not be required to make declaration under proviso to sub-section (1), (d) other details which may be included in the register of interest declared by individual in sub-section (2), (e) fees on payment of which the member may inspect the register under sub-section (3), (f) other details .....

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section (8) of section 90, for making orders by the Tribunal. Sub-clause (1) of clause 23 proposes to empower Central Government to prescribe under sub-section (1) of section 92 of the Act, an abridged form of annual return for one person company and small company. Clause 25 empowers Central Government to prescribe particulars about register, index or return which shall not be available for inspection under section 94 of the Act. Clause 32 proposes to substitute sub-section (3) of section 129. T .....

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12-7-2017 Gujarat SGST

12-7-2017 CGST Rate

12-7-2017 UTGST Rate

12-7-2017 UTGST Rate

12-7-2017 IGST Rate

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Latest Circulars:

19-7-2017 Income Tax

18-7-2017 Customs

17-7-2017 Customs

14-7-2017 Income Tax

13-7-2017 Central Excise

13-7-2017 Customs

13-7-2017 Central Excise

13-7-2017 Customs

7-7-2017 Income Tax

7-7-2017 Goods and Services Tax

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