Companies Amendment Act 2017 (Bangalore)

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

Deepa Bhatia
Leader Entity Governance
PwC India

Abhilekh Verma
Sr. Partner
Kochhar & Co.
Abhilekh Verma is a Senior Partner in the corporate commercial practice of the Firm. He is also a key member of the Firm’s merger & acquisition and private equity practice group.

Abhilekh’ s professional experience spans over two decades with specialisation in corporate & business laws, having extensive experience on advising clients on cross-border and domestic mergers & acquisitions, complex joint ventures, private equity transactions, strategic tie-ups, foreign inward and outbound investment. Abhilekh has advised numerous multinational and domestic companies across industry segments on legal and regulatory issues involved at various stages of project conception and execution, including on entry strategies, structuring and other general corporate commercial matters.

Prior to joining Kochhar & Co., Abhilekh has been a Partner with two of India’s top-tier law firms. He has also worked as an In-House Counsel at Bharti-Airtel and assisted with the group’s domestic as well as international business pursuits. While in Bharti, Abhilekh was involved in formulation and structuring of network/capacity/IT outsourcing contracts with Nokia, Ericsson and IBM and carrier contracts with leading telecom carriers like France Telecom, British Telecom, Verizon and AT&T.

Manuel Jose
Principal Associate
J. Sagar Associates

Manuel’s practice focuses primarily on corporate transactional matters such as cross-border acquisitions, joint ventures and strategic alliances, private equity and venture capital investments, business transfers and other corporate acquisitions. His transactional practice includes advice on India entry and related strategies, transaction structuring, foreign exchange regulations for both in-bound and outbound investment and general corporate advisory.

He also advises both domestic and international clients on establishment of new business operations in India, including advising them on related corporate secretarial and compliance requirements, and providing general legal hand holding for setting-up.

Prior to joining JSA, Manuel was with the Bangalore office of Kochhar & Co.

Arun Scaria
Principal Associate
Khaitan & Co.

Ajay G Prasad
Sr. Associate
Kochhar & Co.

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