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:
- Reservation of name for incorporating a Company – Name approved by RoC shall be valid for 20 days as against 60 days.
- Incorporation of Company – Declaration by each subscriber will suffice instead of providing Affidavit.
- Registered office – Notification to RoC about address of registered office on incorporation and on shift within 30 days (instead of 15 days)
- Satisfaction of charge – timeline for filing satisfaction of Charge to RoC increased from 30 days to 300 days (on payment of additional fee).
- 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.
- Reporting of Change in promoters stake – proposed to omit this requirement
- 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.
- 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.
- 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. - Postal ballot – Companies which are required to provide e- voting facility to also have the facility to transact through postal ballot.
- 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.
- Appointment of Auditors – Proposed to omit the requirement for ratification of the appointment of auditors by members at every AGM.
- 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.