27/06/2016
Some of the Highlight from Proposed Companies (Amendment) Bill, 2016
• Allowing an unrestricted object clause in the Memorandum of Association; (Section 4)
• Disclosures in the prospectus aligned by omitting prescriptions in the Companies Act and allowing these prescriptions to be made by the Securities and Exchange Board of India (SEBI) in consultation with the central government (Section 26)
• Simplification of the private placement process (Section 42)
• Allow to issue SWEAT EQUITY SHARES at an time after registration of the company (Section 54)
• Omit the provision relating the requirement of deposit insurance (section 73)
• Investigation of Beneficial Ownership of shares of Certain Cases proposed to be revamped (Section 90)
• Requirement of EXTRACT OF ANNUAL RETURN (MGT-9) is proposed to be omitted. The copy of Annual Return shall be uploaded on the website of the company, if any, and its links shall be disclosed in the director’s report. (Section 92)
• It is proposed that CEO is required to SIGN the Financial Statement (Section 134)
• Eligibility for calculating the CSR is proposed to be calculated based on immediately preceding Financial Year (FY) instead of preceding 3 FY’s (section 135)
• Proposed to File Unaudited FS of Foreign Subsidiaries which is not required to get its account audited. (Section 137)
• Removal of requirement for annual ratification of appointment or continuance of auditor (Section 139)
• 182 days for determining whether director is RESIDENT IN INDIA SHALL be computed with reference to the FINANCIAL YEAR (FY) instead of CALAENDAR YEAR (Section 149)
• Deposit of 1 Lakh rupees is proposed to be not applicable in the case of appointment of Independent Director or Director Nominated by nomination and remuneration committee (Section 160)
• A company may give loans to entities in which directors are interested after passing a special resolution and adhering to the disclosure requirement; (Section 185)
• Omit the restrictions on layers of investment companies (Section 186)
• Omit the provisions relating to forward dealing and insider trading; (Section 194 & 195)
• Managerial remuneration above the prescribed limits are to be replaced by approval through a special resolution by shareholders (Section 197)
For Detailed Refer to Companies (Amendment) Bill, 2016