Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
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No. |
2013, amended |
Amendment Bill |
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45 |
Section 152 |
– |
46 |
Amendment of sub-section (3) and (4) of section 152 of the |
Welcome amendment, allowing to |
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Appointment |
of |
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Act to provide any other identification number, as may be |
have a prescribed Identification |
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Directors |
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prescribed, to be recognised as Director Identification |
number as DIN, and a separate DIN |
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Number, and a person may hold such identification number in |
need not be obtained. |
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place of DIN. |
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46 |
Section 153 – |
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47 |
Insertion of a proviso to section 153 of the Act, enabling the |
Welcome amendment, allowing to |
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Application for |
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Central Government to recognise any other identification |
have a prescribed Identification |
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Allotment of DIN |
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number to be treated as DIN, and any person possessing such |
number as DIN, thereby removing |
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Identification Number need not obtain a DIN under the |
the requirement for applying a |
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section. |
separate DIN. |
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47 |
Section 160 – |
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48 |
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Welcome amendment, exempting |
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Right of Persons Other |
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Insertion of a proviso to sub-section (1) of Section 160 of the |
the requirement of deposit of |
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than Retiring |
Directors |
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Act of the Act,exempting the requirement as to deposit of |
money in respect of independent |
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to Stand for Directorship |
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Rs.1,00,000/-, in connection with appointment of |
directors or directors nominated |
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independent directors or directors nominated by nomination |
by nomination and remuneration |
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and remuneration committee. |
committee. |
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Vide exemption notification Dt:05.06.2015, the provisions of |
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Section 160 are not applicable to Private Companies. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
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No. |
2013, amended |
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Amendment Bill |
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48 |
S e c t i o n |
1 6 1 |
- |
49 |
Amendment of sub-section (2) of Section 161 of the Act, |
Amendment to remove |
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A p p o i n t m e n t |
o f |
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restricting an existing Director in the Company, from being |
ambiguity. |
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Additional |
Director, |
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appointed as an Alternate director for other Director. |
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Alternate Director and |
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Nominee Director |
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Amendment of Sub-section (4) of Section 161 of the Act, to |
Welcome Amendment, and |
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delete the word “In case of a Public Company”, thereby |
ease of operations. |
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allowing the Board of all companies to fill casual vacancy and |
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obtain approval for the said appointment, in the immediate |
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next annual generalmeeting. |
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49 |
S e c t i o n |
1 6 4 |
– |
50 |
Insertion of a proviso to sub-section (2) of section 164 of the |
W e l c o m e a m e n d m e n t |
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Disqualifications |
for |
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Act to provide for non-applicability of disqualification |
providing relief to the directors |
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appointment of Director |
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provisions, for period of 6 months from the date of |
who get appointed as Director |
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appointment, to a director, who is appointed, as a director in a |
in Company under defaulting |
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company, which is in default of non-filing of financial |
status. |
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statements or annual return or failure to repay the deposit. |
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Substitution of a new proviso in place of the existing proviso |
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to provide that the clauses (d), (e) and (g) of sub-section (3) of |
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section 164 of the Act, shall continue to apply even if appeal |
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or petition is filed. |
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50 |
Section 165 – |
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51 |
Insertion of an Explanation to sub-section (1) of Section 165 |
Welcome amendment. |
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Number of Directorships |
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of the Act, to exclude the directorship in dormant companies |
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from the limit of directorships of 20 Companies. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
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No. |
2013, amended |
Amendment Bill |
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51 |
Section 167 – |
52 |
Insertion of a proviso to Clause (a) of sub-section (1) of section |
Amendment to remove |
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Vacation of office of |
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167 of the Act, to provide that in case a director incurs any of |
ambiguity. |
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Director |
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disqualifications under section 164 (2), he shall vacate office |
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incompanies other than the company which is in default. |
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Substitution of the proviso to Clause (f) of sub-section (1) of |
W e l c o m e a m e n d m e n t , |
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section 167 of the Act to provide the time frame/criteria from |
providing relief in cases where |
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which vacation of office of director shall take place, in case of |
appeal is made against the |
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orders referred to in clauses (e) and (f) |
order. |
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52 |
Section 168 – |
53 |
Amendment of proviso to Sub-section (1) of Section 168 of |
Welcome amendment, thereby |
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Resignation of Director |
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the Act, thereby making the requirement of filing of |
making the filing of form |
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Resignation letter by the Director with the Registrar of |
optional on the part of the |
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Companies, optional. |
Resigning Director. |
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53 |
Section – 173 – Meetings |
54 |
Insertion of a proviso to sub-section (2) of Section 173 of the |
Welcome amendment, thereby |
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of the Board |
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Act to allow participation of directors on certain items at |
enabling the directors who |
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Board meetings through video conferencing or other audio |
cannot be present physically to |
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visual means if there is requisite quorum is present at the |
participate in the meeting and |
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meeting through physical presence of directors. |
be part of the decision making. |
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54 |
Section 177– |
55 |
Amendment to Sub-section (1) of Section 177 of the Act, to |
Welcome Amendment to |
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Audit Committee |
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replace the words “Every Listed Company” with words “Every |
remove ambiguity and ease of |
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Listed Public Company”, thereby making the applicability of |
operations. |
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the Section only to listed public companies and other |
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companies as prescribed under the rules. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
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No. |
2013, amended |
Amendment Bill |
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Insertion of new provisos in clause (iv) of sub-section (4) of |
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Section 177 of the Act, relating to authorities/powers to the |
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Audit committees, such as (i) ratification of transactions |
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entered in to by the Directors with the company, neither |
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without approval of the Audit Committee and involving |
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amount not exceeding Rs.1 Crore rupees, not the said |
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transaction is ratified by the Audit Committee, within 3 |
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months of transaction, (ii) consequences of non-ratification |
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and (iii) exemption from obtaining approval of audit |
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committee for to related party transactions between holding |
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compan yand its wholly owned subsidiary, other than those |
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covered under Section 188 |
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55 |
Section 178 - |
56 |
Amendment to Sub-section (1) of Section 178 of the Act, to |
Welcome Amendment to |
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replace the words “Every Listed Company” with words “Every |
remove ambiguity and ease of |
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Nomination and |
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Remuneration |
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Listed Public Company”, thereby making the applicability of |
operations. |
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Committee and |
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the Section only to listed public companies and other |
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Stakeholders |
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companies as prescribed under the rules. |
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Relationship Committee |
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Amendment of Sub-section (2) of Section 178 of the Act, that |
Welcome Amendment for ease |
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instead of the Committee carrying out evaluation of every |
of operations. |
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director’s performance, the Committee will specify |
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methodology for effective evaluation of performance of |
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Board and committees and individual directors, and the said |
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performance evaluation to be carried out either by the Board, |
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Nomination and Remuneration Committee or an |
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Independent external agency. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
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No. |
2013, amended |
Amendment Bill |
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Insertion of Proviso to Clause (c)of Sub-section (4) of Section |
D i s c l o s u re |
re q u i re m e nt |
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178, to provide that the policy framed by the Nomination and |
included. |
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Remuneration Committee, relating to criteria for |
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determining qualifications, positive attributes and |
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independence of a director and recommend to the Board a |
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policy, relating to the remuneration for the directors, key |
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managerial personnel and other employees, shall be placed |
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on the website of the Company, if any, and the salient features |
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policy and changes therein, if any, along with the web address |
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of the policy, if any, shall be disclosed in the Board's report. |
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Amendment of proviso to Sub-section (8) of Section 178 for |
Amendment to remove error in |
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substituting the words “inability to resolve or consider any |
wording |
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grievance" in place of "non-consideration of resolution of any |
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grievance". |
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56 |
Section 180 - |
57 |
Amendment to item (c) of sub-section (1) of Section 180 of |
Amendment |
to maintain |
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Restrictions on Powers of |
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the Act, to substitute for the words "paid-up share capital, |
uniformity |
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Board. |
|
free reserves and securities premium", in place of "paid-up |
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share capital and free reserves", i.e., to include securities |
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premium, thereby making the requirement of obtaining |
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consent from the members of the company, only for the |
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cases, where the proposed borrowings, will be in excess of its |
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paid-up share capital, free reserves and securities premium. |
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Note: This section is does not apply to a Private Company, by |
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virtue of the exemption notification Dt:05.06.2015. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
|||
No. |
2013, amended |
Amendment Bill |
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57 |
Section 184 – |
58 |
Amendment to Sub-section (4) of Section 184 of the Act, to |
Since there is no minimum fine |
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Disclosure of Interest by |
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remove the minimum fine of Rs.50,000/-, for contravention |
slab, the penalty levied can be |
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Director |
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by the Director of the provisions i.e., failure to disclose his |
upto Rs.1 Lakh. |
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interest in general and/or in particular with reference to a |
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contract |
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Amendment to Clause (b) of sub-section(5) of Section 184 of |
Amendment to remove |
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the Act, to provide for non-applicability of the provisions of |
ambiguity |
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this section, relating to the transactions between Companies |
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and body Corporates, where any of the directors of the one |
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company or body corporate or two or more of them together |
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holds or hold not more than two per cent. of the paid-up |
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share capital in the other company or the body corporate, |
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which was inadvertently left out. |
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58 |
Section 185 - |
59 |
Amendment to substitute the existing Section 185 of the Act, |
V E R Y M U C H |
R E Q U I R E D |
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Loan to Directors, etc |
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with a new section with following provisions: |
A M E N D M E N T |
W e l c o m e |
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substitution /Amendment to |
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èSub-section (1): To prohibit giving loans, advances, etc., |
provide for relief to group |
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to directors of the company or its holding company or any |
companies/Companies |
with |
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partner of such director or any firm in which such director |
common directors to provide |
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or relative is a partner. |
l o a n s /g u a ra n t e e s |
a f t e r |
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èSub-section (2): It allows a company to give loan or |
compliance of the provisions. |
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guarantee or provide security to any person in whom any |
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of the director is interested subject to passing of special |
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resolution by the company and utilisation of loans by the |
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borrowing company for its principal business activities. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
||
No. |
2013, amended |
Amendment Bill |
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It provides for an explanation for term any person in whom |
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any of the director is interested. |
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èSub-section (3): Provides for certain situations to which |
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the provisions of Sub-section (1) & (2)are not applicable. |
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èSub-section (4): Penalties for non-compliance. (penalties |
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remain the same as in the old Section) |
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59 |
Section 186 - |
60 |
Omission of Sub-section(1) of Section 186 of the Act, relating |
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Loan and Investment by |
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to the restriction on layers of investment companies i.e.,2 |
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Company |
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Layers. Thereby investment can be done through more than |
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two layers of investment companies. |
Welcome Amendment |
to |
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Insertion of an explanation to Sub-section (2), that for the |
provide ease of operations. |
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purpose of the sub-section, the word "person"does not |
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include any individual who is in the employment of the |
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company. |
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Amendment to substitute the existing sub-section (3) of |
Welcome Amendment |
to |
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Section 186 of the Act, with a new sub-section, to include |
provide ease of operations. |
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aggregate of loan and investments so far made and |
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guarantees, securities so far provided to all other bodies |
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corporate along with the investment, loan, guarantee or |
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security proposed to be made or given by the Board for the |
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purpose of calculating the limits of loans and investments. |
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Requirement of prior Special resolution for |
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investment/loans/securities beyond the limits. |
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Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
|
No. |
2013, amended |
Amendment Bill |
|||
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||||
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Inclusion of a proviso to sub-section (3), to exempt the |
Welcome Amendment to |
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requirement of passing a special resolution at general |
provide ease of operations. |
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meeting, in cases where a loan or guarantee is given or where |
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a security has been provided by a company to its wholly |
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owned subsidiary companyor a joint venture company, or |
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acquisition is made by a holding company of the securities of |
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its wholly owned subsidiary company. A further proviso |
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provides for the disclosure of the said details in the Financial |
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statement of the Company |
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Amendment to substitute the existing sub-section (11) of |
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Section 186 of the Actto rephrase the provisions. |
|
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Amendment of Clause (a) of the explanation provided to the |
Amendment to provide for |
|
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|
section, relating to “investment company”, to include |
clarity. |
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clarification to the existing explanation to provide for |
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criteria/cases, as to when the company will be deemed to be a |
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company principally engaged in the business of acquisition of |
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shares, debentures or other securities. |
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60 |
Section 188 – |
61 |
Insertion of a new proviso (3rd one) after the existing second |
Welcome Amendment to |
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|
R e l a t e d P a r t y |
|
proviso to sub-section (1) of Section 188, to provide that the |
provide ease of operations. |
|
|
Transactions |
|
provisions of 2nd proviso to Section 188(1) shall not apply to a |
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company in which 90 % or more members in numbers are |
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relatives of promoters or related parties. |
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|
Sl. |
Section(s) under the CA, |
Clause No. in the |
Proposed amendment relating to |
Remarks/Comments/Penalty |
||||
No. |
2013, amended |
Amendment Bill |
||||||
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|||||
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Amendment of Sub-section (3) of Section 188 of the Act, to |
Amendment |
to provide |
for |
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|
provide that any transaction entered into by a director or any |
clarity. |
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other employee, without obtaining the consent of the Board |
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or approval by are solution in the general meeting under sub- |
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section (1) and if it is not ratified by the Board or, as the case |
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may be, by the shareholders at a meeting within three |
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months shall be voidable at the option of the Board or |
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shareholders, as the case may be |
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61 |
S e c t i o n |
1 9 4 - |
62 |
Amendment to Omit Section 194 of the Act relating to |
Amendment |
proposed to |
be |
|
|
Prohibition on Forward |
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prohibition on forward dealings in securities of company by |
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Dealings in |
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director or key managerial personnel |
under other enactment, and the |
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of Company by Director |
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Companies Act, cannot have a |
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or key Managerial |
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control over the same. |
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Personnel |
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62 |
Section 195 - |
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63 |
Amendment to Omit Section 195 of the Act which provides |
Amendment |
proposed to |
be |
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Prohibition |
on Insider |
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for prohibition on Insider Trading of Securities. |
made, since the same is covered |
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Trading of Securities |
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under other enactment, and the |
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Companies Act, cannot have a |
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control over the same. |
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