Absolute comparative analysis of notified sections of companies (amendment) act, 2017

The Companies (Amendment) Bill, 2017, introduced in Lok Sabha on 16 March, 2016 as The Companies (Amendment) Bill, 2016 was referred to the Standing Committee on Finance on 12 April, 2016. The Standing Committee on Finance examined the Bill and submitted its report on December 7, 2016. 2 In April 2017, the government circulated certain amendments to the Bill. The Government after considering the suggestions of the Committee and also the experience gained by it, gave notice of amendments as approved by the Cabinet to the Lok Sabha. The Lok Sabha has passed the Companies (Amendment) Bill, 2017 on July 27, 2017. Finally President assent has received for the Companies Amendment Bill, 2017 on Jan 03, 2018.

In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2017 (1 of 2018), the Central Government hereby appoints the 9th February, 2018 as the date on which the following provisions of the said Act shall come into force, namely :-


SECTIONS (CA- 2013)

COMPANIES ACT 2013

COMPANIES AMENDMENT ACT 2017

ANALYSIS

Section 2(28)- Definition of 'cost accountant'

'cost accountant' means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959)

"Cost Accountant" means a cost accountant as defined in clause (b) of sub- section (1) of section 2 of the Cost and Works Accountants Act, 1959 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;

Amendment via insertion carried in section 2(28): 

More Clarity provided.

Section 2(30)- Definition of ‘Debenture’

'debenture' includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not

'debenture' includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not following proviso shall be inserted, namely:-

"Provided that –

(a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; and

(b) such other instrument, as may be prescribed by the Central Government in consultation with Reserve Bank of India, issued by a company.

Amendment via insertion carried in section 2(30);

Exclusion of instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; i.e comprises of derivatives and money market instruments. Therefore, such instruments shall not be covered under definition of debenture

Further other instruments prescribed by the Central Government in consultation with the RBI to be excluded

Section 2(41)- Definition of ‘Financial year’

'Financial year' , in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the [Tribunal] may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

 Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement

'financial year', in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the [Tribunal] may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement

Amendment via insertion carried in section 2(41);

Along with holding company or subsidiary company now associate company of  a company incorporated outside India is allowed to make application to the Tribunal, for allowing a different period as a financial year

Section 2(46)- Definition of ‘Holding Company’

'holding company' , in relation to one or more other companies, means a company of which such companies are subsidiary companies

'holding company' , in relation to one or more other companies, means a company of which such companies are subsidiary companies:

Explanation shall be inserted, namely:- 'Explanation.- For the purposes of this clause, the expression "company" includes any body corporate;'

Amendment via insertion carried in section 2(46);

It included body corporates so that a company incorporated outside India, could also be considered to be the holding company for the purpose of the Act, 2013.

Section 2(49)- Definition of ‘Interested director’

'interested director' means a director who is in any way, whether by himself or through any of his relatives or firm, body corporate or other association of individuals in which he or any of his relatives is a partner, director or a member, interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into by or on behalf of a company;

Omitted

Omitted

Section 2(51)- Definition of 'Key Managerial Personnel'

"Key managerial personnel", in relation to a company, means-

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

"Key managerial personnel" in relation to a company, means-

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and

(vi) such other officer as may be prescribed;'

Amendment via insertion:

Self explanatory

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Anjali Gorsia 
on 06 March 2018
Published in Corporate Law
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