Attorneys at Law Since 1964

Issue 25 – Insights 3

Issue 25 – Insights 3

Insights – Change is Constant

Procedural/reporting requirements
The Companies (Amendment) Rules, 2017 has a proposal to amend certain procedural requirements with the object of simplifying compliance. A few such proposed amendments:

  1. Reservation of name for incorporating a Company – Name approved by RoC shall be valid for 20 days as against 60 days.
  2. Incorporation of Company – Declaration by each subscriber will suffice instead of providing Affidavit.
  3. Registered office – Notification to RoC about address of registered office on incorporation and on shift within 30 days (instead of 15 days)
  4. Satisfaction of charge – timeline for filing satisfaction of Charge to RoC increased from 30 days to 300 days (on payment of additional fee).
  5. Annual Return – Proposed to omit extract of Annual Return (MGT-9) in the Board’s Report. Uploaded on Company Website, if any. Time limit of 270 days to be omitted. Instead, Company can file at any time on payment of additional filing fee.
  6. Reporting of Change in promoters stake – proposed to omit this requirement
  7. Place of keeping and inspection of registers & returns – It is proposed to omit filing special resolution to RoC to keep at place other than registered office It is proposed to not make available for inspection few returns & registers.
  1. Place of holding the AGM – Proposed to hold AGM of an unlisted company at any place in India, if written consent is given in advance by all members of the company.
  2. Consent for shorter notice of General meeting
    AGM: written consent or by electronic mode by not less than 95% of members entitled to vote.
    EGM: Majority in a number of members representing not less than 95% of paid up share capital or total voting power exercisable at the meeting.
  3. Postal ballot – Companies which are required to provide e- voting facility to also have the facility to transact through postal ballot.
  4. Resolutions & Agreements to be filed – proposed to omit time limit of 270 days for filing with RoC. They can be filed at any time on payment of additional filing fee.
  5. Appointment of Auditors – Proposed to omit the requirement for ratification of the appointment of auditors by members at every AGM.
  6. Casual vacancy of the Board – All companies shall appoint casual vacancy in the Board and get same subsequently approved in the immediate next general meeting.

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