MOST IMPORTANT & RECENT Changes by Companies Amendment Act 2017 FOR PROFESSIONALS AND OTHERS-
- In case of Incorporation, Name shall be reserved for 20 days from the date of Approval instead of 60 days from the date from the date of application.
- Objects of the Company can state that the company will do any lawful activity or business without giving any specific object
- For registration of a Company 'Declarations' will be required instead of Affidavits.
- Partnership Firm, LLP, Societies etc. may convert itself into a Private Company with 2 or more members only. (Earlier at least 7 members was required)
- In addition to Nidhi Companies, Mutual Benefit Society can also be registered under Chapter XXVI of the Act.
- Notice of every change of shifting of Registered Office (E-Form INC-22) is now required to file with ROC within 30 days instead of 15 days.
- Sweat Equity Shares can now be issued at anytime, hence no need to wait for one year from commencement of business.
- In addition to Directors and KMP, any employee can also authenticate documents.
- Officers not more than one level below the Directors who are in full time employment of the Company can also be designated as KMP.
- CSR from now onwards shall also apply to Foreign Companies with such exceptions as may be prescribed.
- For CSR Net worth/ Turnover/ Net Profit shall be considered for immediately preceding Financial Year instead of 3 preceding year.
- Form MGT-10 with respect to change in promoters and 10 top ten shareholders shareholding is not required to file with ROC.
- Now Central Government can provide any other number to be treated as DIN.
- From now onwards every Company to have at least One Resident Directors who stays in India for a total period of 180 days during the Financial Year instead of Calendar Year.
- Central Government approval is no more required for payment of remuneration in excess of 11% of net profits. It means it can be passed by passing Ordinary Resolution.
- If an appointment of Independent Director or Director is nominated by Nomination and Remuneration Committee then it is not required to deposit Rs. 1Lakh w.r.t to Nomination of such Director.
- Director shall not be disqualified u/s 164 (2) for a period of 6 months from the date of his appointment.
- If a Director is disqualified u/s 164 (2) of Companies Act, 2013 then he will to vacate his office from All Companies except that the Company which is in default.
- Filing requirement of Form DIR-11 for resignation of Director is now Optional.
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SOME OTHER Changes by Companies Amendment Act 2017
- Ratification of Appointment of Auditor at every Annual General Meeting is not compulsory.
- Associate company of a company incorporated outside India can also apply to the Tribunal for a different financial year
- Form MGt-14 with respect to section 180 (1) (a) and (c) is not required to filed with ROC.
- Annual General Meeting of Unlisted Company may be held at any place in India if the consent is received in advance from all the members.
- Abridged version of Annual Return for OPC & Small companies shall be prescribed.
- Extract of the Annual Return (MGT-9) now can be placed on the website of the Company.
- Disclosures included in Financial Statements already, need not to be repeated in Board Report.
- From now onwards CEO of the Company shall sign the Financial Statements of the Company.
- Financial Statements for Joint Ventures shall not be Consolidated with the Financial Statements of the Company.
- Wholly owned subsidy of foreign Company can hold EGM outside India also.
- Now there are no restrictions on Companies to invest with respect to layers on Investment Companies.
- subject to maximum of Rs. 25 Lacspenalty of Rs. 1000 per dayIf Company defaults in filing of Return of Allotment (PAS-3) beyond 15 days then Co., its promoters and Directors are liable to pay
- Private Placement is to be made to 'Identified Persons' (Board shall identify the same).
- New format for Private Placement offer-cum application may be issued by the Government.
- Amount received under private placement shall not be utilized unless the return of Allotment is filed with the ROC.
- Return of Allotment (PAS-3) shall be filed within 15 days of Allotment instead of 30 days.