This Presentation covers proposed amendment in Companies Act, 2013 through Companies Amendment Bill, 2016 by MCA, GoI. The basic theme is to ease out compliance pressure on corporate world.

2. AGBians
Deletion of Two Section
S2 194- Prohibition on forward
dealings in securities of company by
director or KMP
S 195- Prohibition on Insider trading
of securities

3. AGBians
Insertion of Two Section
S 446A- Factors
determining level of
punishment
S 4446B- Lesser
penalties for One
Person Companies or
Small Companies

4. CHAPTER XII-
MEETING OF
BOARD AND ITS
POWERS
AGBians

5. S 173- Meetings of Board
AGBians
Participation through
Video Conferencing ,
where quorum is
Physical

6. S 177- Audit Co – 3
proviso insertion
AGBians
• Public Company in place of
Listed Company
• Recommendations to Board
• Transaction >1 Rs 1 Cr
• Without Approval of Audit
Committee
• Ratification within 3months
• Voidable

7. S 178- Nomination and
Remuneration Committee
and Stakeholders
Committee
AGBians
Manner for effective
evaluation left to the
wisdom of
management

8. S 180- Restrictions
on Powers of Board
AGBians
Securities Premium
Added
SECURITIE
SPREMIUM

9. S 184 (4) (5b)-
Disclosure of interest
by Director
AGBians
Lower limit of penal
provisions removed
Ambiguity removed
by way of 2% holding
clause.

10. S 185 (1)(2)(3)
Loans to Directors
• Restriction now limited to
non-incorporated entities
• To incorporated entities –
allowed through SR
• Ambiguity removed
AGBians

11. S 186- Loan and
Investment by company
AGBians
Investment through
two layers not more
than two layers

12. S 188 (1) (3) -Related
Party Transactions
AGBians
Relief – Concept of 90% or
more relatives of promoters
or related parties
Ambiguity removed

13. S 194-
Prohibition on
forward dealings in
securities of company
by director or KMP
OMITTED
AGBians
ssssssssssssdddddddssss
sssssss

14. S 195-
Prohibition on Insider
trading of securities –
Omitted
AGBians

15. CHAPTER XIII-
APPOINTMENT AND
REMUNERATION OF
MANAGERIAL
PERSONNEL
AGBians

16. S 196- Appointment of
MD, WTD, Manager
Ambiguity removed-
Specified in Part I of
that Schedule
AGBians

17. S 197 (1) - Overall Maximum
Managerial Remuneration and
Managerial Remuneration in
case of absence or inadequacy
of profits.
•EoDB- CG approval removed
•Special Resolution provided
•Better clarity provided in
number of sub-Sections
AGBians

18. S 198- Calculation of
Profits
AGBians
•Ambiguity removed
•Relief to the
investment
companies

19. S 200-
Central Government or
company to fix limit with
regard to remuneration
AGBians
EoDB - No role
for CG now

20. S 201- Forms of, and
relation to certain
applications
AGBians
•Aligned
•CG requirement only
in Section 196 now

21. Lots of Fishes out of the Sea
&
a small girl

22. CHAPTER XIV-
INSPECTION, INQUIRY
AND INVESTIGATION
AGBians

23. S 216-
Investigation of
ownership by company
AGBians
Clarity in relation to
concept of beneficial
ownership

24. S 223-
Inspector’s Report
AGBians
Specified about right to
take copy of Inspectors
report - Members,
Creditors, or any other
person whose interest is
likely to be affected

25. CHAPTER XV-
COMPROMISES,
ARRANGEMENTS AND
AMALGAMATIONS
AGBians

26. S 236-
Purchase of
Minority
Shareholding
AGBians
More Clarity -
Company whose
shares are being

27. CHAPTER XVII-
REGISTERED
VALUERS
AGBians

28. S 247-
Valuation by Registered
Valuers
AGBians
Better Clarity about conflict
of Interest
3 years prior and after
valuation

29. Sikander and Arastoo

30. CHAPTER XXI-
COMPANIES AUTHORISED
TO REGISTERED UNDER
THIS ACT
AGBians

31. S 366-
Companies
capable of being
registered
AGBians
EoDB and Better Clarity
In case of less than 7
members - private
company

32. CHAPTER XXII-
COMPANIES
INCORPORATED OUTSIDE
INDIA
AGBians

33. S 379- Application to
Act to Foreign
Companies
AGBians
Power to exempt
from provisions
given to CG by way
of inserting sub-
section1 and
proviso thereof

34. S 384 (2) -
Debentures, Annual
Return, Registration
of Charges, Books of
Accounts and their
Inspection
AGBians
Widening scope of
CSR applicability by
way of adding S135

35. Butterfly Egg Shell & a man
helping her

36. CHAPTER XXIV-
REGISTRATION
OFFICE AND FEES
AGBians

37. S 403- Fees for
filing, etc
AGBians
EoDB-Relaxation for
filing beyond original +
270 days under
procedural Sections
89, 92, 117, 121, 137
or 157

38. CHAPTER XXVI-
NIDHIS
AGBians

39. S 406- Power to modify Act
in its application to Nidhis
AGBians
• Clubbing of Mutual Benefit
Society with Nidhi
Companies
• Empowering CG for
Notification
• Procedural ambiguity
removed

40. CHAPTER XXVII-
NATIONAL COMPANY LAW
TRIBUNAL AND APPLELLATE
TRIBUNAL
AGBians

41. S 409- Qualification of
President and Members of
Tribunal
AGBians
Aligned as per SC directions

42. S 411- Qualifications of
chair-person and Members
of Appellate Tribunal
AGBians
Aligned as per SC
directions

43. S 412- Selection of Members and
Appellate Tribunal.
AGBians
•Aligned as per SC directions
•Chairman’s casting vote in
case of stalemate

44. CHAPTER XXVIII-
SPECIAL COURTS
AGBians

45. S 435- Establishment of
Special Courts
AGBians
Procedural ambiguity
removed
Two layers - Punishment
of two years or more-
Session / Additional
Session Judge
Other offences -
Metropolitan or Judicial

46. S 438-Application
of Code to
proceedings before
Special Court
AGBians
Ambiguity Removed

47. S 439- Offences to
be non- cognizable
More Clarity
AGBians

48. S 440-
Transitional
Provisions
Aligned with
proposed changes
AGBians

49. S 441- Compounding of
Certain offences
AGBians
Better clarity
provided

50. Insertion of New S 446A-
Factors determining
level of punishment
AGBians
•Size of Company
•Nature of Business
•Injury to public
interest
•Nature of default
•Repetition of default

51. Insertion of New S 446B-
Lesser penalties for One
Person Companies or Small
Companies
AGBians
< one-half of the fine or
imprisonment or fine and
imprisonment, of the min or
max fine or imprisonment or
fine and imprisonment

52. CHAPTER XXIX-
MISCELLANEOUS
AGBians

53. S 447- Punishment for
fraud
AGBians
Two layers created
•10 lakhs or more
•Less than 10 lakhs
But more confusion created
now

54. Ajay Garg
Team AGBians
agbcorplegal@gmail.com
www.agbcorplegal.com
09811386723