Companies Amendment Act 2017 (Gurgaon)

The Companies (Amendment) Act, 2017 which was passed by the Lok Sabha on July 27, 2017 and by the Rajya Sabha on December 19, 2017, has received the assent of the President of India on January 3, 2018 and subsequently published in the Gazette of India. MCA has notified that 9th Feb’ 2018 is the date on which a number of sections of Companies (Amendment) Act, 2017 shall come into force.

The amendments under the Companies (Amendment) Act, 2017, are broadly aimed at: 

  • addressing difficulties in implementation owing to stringent compliance requirements
  • facilitating ease of doing business in order to promote growth with employment
  • harmonisation with the Accounting Standards, the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder, and the Reserve Bank of India Act, 1934 and the regulations made thereunder
  • rectifying omissions and inconsistencies in the Act


Key changes in Definitions and Implications:

  • Associate Company - `significant influence` 
  • Subsidiary Company
  • Joint Venture
  • Holding Company
  • Foreign bodies corporate
  • Debentures
  • Key Managerial Personnel


Related Party Transactions
     - Changes in Section 188

Section 89 – Declaration of beneficial interest


Section 90: Significant beneficial owners in a company – Implications

Amendments related to:

  • Section 42: Private Placement of Shares
  • Section 53: Allotment of Share at Discount:
  • Issue of Sweat Equity Shares
  • Right Issue of Shares

Section 197: Managerial Remuneration

Implications from IBC Perspective

Harmonization with SEBI, RBI and Accounting Standards:

  • Disclosures in the Prospectus
  • Rationalising Penal Provisions


Loan to directors - Effect of the Amendment is Section 185

New Section 186: Loans and Investments by a Company

Impact on M&As

Directors Responsibilities

Corporate Governance Issues

Disqualification of Directors 

   - Condonation of Delay Scheme


Vijaya Sampath
Ombudsperson
Bharti Group

Vijaya Sampath has been a lawyer for over 35 years.  She is an independent director on the Board of companies  in the housing finance, renewable energy, pharma, branded luggage,  power and auto component sectors. Four of these companies are publicly listed and two others ( non listed) are  Japanese joint ventures. She is also the Ombudsperson for the Bharti group with oversight of  the code of conduct.

Until recently, she was a Senior Partner in the corporate law practice of Lakshmikumaran and Sridharan, a full service national law firm. From January 2004 until her retirement in March 2012, she was the global Group General Counsel and Company Secretary for the USD 17 billion Bharti Airtel group. Besides being on the Board of group companies, she was responsible for the conduct of Board and shareholder meetings of listed and closely held group companies, legal, corporate and regulatory compliances and ensuring the highest standards of transparency and governance


Abhijeet Das
Principal Associate
Vaish Associates Advocates

Abhijeet Das is a Senior Associate with Vaish Associates Advocates with eight years of experience, inter alia assisting/representing a broad spectrum of domestic and foreign clients on Indian corporate laws including vis-à-vis private equity transactions. His practice also includes assistance concerning securing and protection of intellectual property rights and providing transactional guidance on a diverse range of intellectual property assignment and licensing arrangements.

Over the years he has carved a nich in the Life Sciences and Healthcare sphere, which includes the legal and regulatory issues pertaining to clinical trials; advising various pharmaceutical companies, clinical research organizations, healthcare institutions and notable ethics committees on the niceties of the sector.

Some of his publications in the field are illustrated below:

  • Co-authored an article published in ‘Express Healthcare’ (a Financial Express publication) Vol. 11, No. 6, June 2017 India’s Foremost Healthcare Magazine (Indian Express), titled, “The Medical Devices Rules, 2017 – Industry Implications and Action Required”;
  • Authored an article published in ‘Express Pharma’ (a Financial Express publication), titled, “DCG(I) bans 344 drugs constituting fixed dose combinations, but will it hold?” dated March 21, 2016;
  • Co-authored an article published in ‘Express Pharma’ (a Financial Express publication) Vol. 10, No. 5, 01-15, January 2015, titled, “Clinical research in 2015: The ghost of Christmas past, present and yet to come”; and
  • Co-authored an article published in ‘The Hindu – Business Line’, titled, “Clinical trial research is no crime”, dated December 1, 2014.


 


Pathik Arora
Sr. Partner
Hammurabi & Solomon

athik has extensively advised on and led various transactions including investments into various Companies through equity and debt (including FDI); drafting & negotiations on Shareholders Agreement, joint venture agreements, share subscription/purchase agreements; transactions for raising of debt including Project Financing, USD Bond issuance in international market, NCDs (under FPI route), ECBs, etc.; drafting & negotiations on debenture purchase agreements, Debenture Trustee Agreements, Project lending agreements, Loan agreements, security creation agreements, etc., Power Purchase Agreements, Land Lease & Infrastructure Agreements with solar park developers, negotiation on RFS, RFPs, with various government authorities, acquisition of land – outright purchase and long term variable leases.

Pathik has also advised private equity funds based out of Europe, USA, Singapore for their investments into India (including structuring of the transaction through tax beneficial states like Mauritius, Cyprus etc.,), drafted & negotiated investment contracts and liaisioned with government authorities for obtaining various approvals required during various stages of implementation of projects.

Pathik has experience of almost two decades. Before Joining H&S, he has worked with Azure Power (AZRE-NYSE), a leading solar power plant developer & operator as a Head of Legal, Secretarial & Compliance and InterGlobe Hotels Pvt. Ltd., a JV of InterGlobe Group and Accor Group as Head – Legal, Secretarial and Estate Management, part of leadership team. He has also worked with Technip KT India Ltd., a wholly owned subsidiary of Technip, France as `Legal Counsel and Company Secretary`.


Sumes Dewan
Managing Partner
Lex Favios

Sumes Dewan, Managing Partner of Lex Favios, a corporate and securities lawyer with over twenty (20) years’ experience in M&A transactions and cross border transactions. 

Mr. Dewan specializes in Foreign Investment in India, Corporate Laws, Banking & Finance, Joint Ventures, Cross Border Taxation Issues, Real Estate, SEBI Takeover Regulations, Regulations and has been advising clients on issues related to making an offering in the domestic / international market, drafting the requisite documents for the initial public offering (“IPO”) /Global Depository Receipts (“GDR”)/ Foreign Currency Convertible Bonds (“FCCB”)/ Euro bonds etc.

 Mr. Dewan has been advising clients on issues relating to acquisition of both Indian and overseas companies including the foreign exchange and other governmental regulations applicable to such transactions; filing applications and obtaining clearances, with the various regulatory authorities; conducting legal due diligence; structuring domestic and cross-border acquisition, with focus on issues such as tax management, determining the type of SPV, jurisdiction of SPV, type of instruments etc.; setting up real estate funds, negotiating Hotel Management Agreements /Contracts.

 

Mr. Dewan has been advising clients on issues related to domestic and cross border syndicated lending (both secured and unsecured), asset sales and corporate financing and refinancing; including setting up of NBFCs.


Ramandeep Chakravarty
Partner
Lex Favios

Ramandeep brings with her over ten (10) years of experience in Corporate Advisory, Private Equity & Joint Venture Investments and Capital Market transactions, in various sectors and heads our Corporate and M&A Practice. She has been extensively involved in conducting legal due diligence, drafting, vetting, negotiations and concluding the deal documents. She has also advised and assisted numerous Indian and foreign companies with respect to their inbound and outbound investments and on many other corporate and commercial legal issues, such as Data Privacy laws, Gaming and Gambling laws, Company laws, Foreign Exchange laws, SEBI laws, Labeling laws, Employment and Labour laws and has also extensively assisted numerous clients in drafting, negotiating and concluding various commercial agreements/documents.


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