Companies Amendment Act 2017 (Chennai)

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

Varun Sriram
Partner
VB Legal

Varun specialises in Private Equity, Venture Capital, and domestic and cross border M&As. He has been a part of transactions across diverse sectors including Healthcare, Security services, Hospitality, Ports, Telecom VAS, Food & Beverage, Manufacturing, Technology, Software services, Transportation & Logistics, Pharmaceutical, Non-banking finance companies and Forex broking. Varun’s practice also extends to General Corporate Commercial and advisory work including legal opinions on a variety of corporate and commercial laws.

He has been in practice since 2006. Before VB Legal, he was a partner with JSA and HSB Partners in Chennai. He has also worked with Economic Laws Practice Mumbai and ALMT Legal Bangalore earlier. He is also a qualified Company Secretary.


Promode Murugavelu
Partner
Shardul Amarchand Mangaldas

Savitha Keshav Jagadeeshan
Partner
Kochhar & Co.

Savitha Kesav Jagadeesan is a Partner in Kochhar & Co. Her practice areas include Corporate Law, Employment Law, Intellectual Property Law and TMT law. eads the Firm’s IP practice group in South India. She is handling various IP portfolios (litigation and prosecution) for clients across a wide range of industry sectors including FMCG, auto parts, IT, Education, media and entertainment etc. In addition to the traditional IPR issues, Savitha is actively engaged in advising several large foreign and domestic clients on matter relating to infringement of IP rights on the Internet. Savitha has also advised clients on intellectual property licensing, software licensing, marketing and distribution arrangements, franchising arrangements.

Savitha has expertise in negotiating and preparing joint ventures, Private Equity Investment documentation, foreign direct investment, technical collaboration, share/asset purchase deals, mergers and acquisition and India Investment Strategies. Savitha has worked on FIDIC related contracts and infrastructure projects.

She advises Indian and foreign clients on matter relating to aspects of labour employment laws and regulation including labour dispute issues and termination contracts. This advice also involves conducting human resource audit, preparation of employee policies, terms and conditions, ESOP schemes etc. She has advised on matters involving misconduct and sexual harassment and sits on various such forums.

Savitha actively researches and advises companies on issues pertaining to cyber security and data protection.


T K Bhaskar
Partner
HSB Partners

Bhaskar (TKB) is admitted to practice in India and in New York. TKB had worked in the offices of Skadden Arps Slate Meagher and Flom LLP, New York and in the offices of Senior Advocate, T.K. Seshadri before co-founding HSB Partners along with Srinath Sridevan and K Harishankar. TKB has extensive experience in corporate litigation and corporate transactional matters including M&A, private equity, joint ventures and other advisory services. TKB also advises clients on various foreign exchange and securities law related matters.

His practice areas: Commercial & Corporate Litigation, Private Equity & Venture Capital, Mergers & Acquisition, Joint Ventures & Foreign Collaboration, Capital Markets, Banking & Finance, Infrastructure & Power, Arbitration and Consumer Protection.


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