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The Companies (Amendment) Bill, 2017, which is aimed at making some major changes to the Companies Act, 2013, was passed in Lok Sabha, Rajya Sabha by voice vote.

The following Act of Parliament received the assent of the President on the 3rd January, 2018.

1. Name reservation in case of new company shall be valid for 20 days from date of approval instead of 60 days from the date of application.- Revised Section 4(5)(i)

2. Notice of every changes of situation of the registered office shall be given to ROC within 30 days instead of 15 days as currently provided.- Revised Section 12(1)

3. Every company shall have registered office within 30 days of incorporation instead of current requirement to have registered office within 15 days.- Revised Section 12(4)

4. Members severally liable in certain cases- New section-3A inserted.

5. Money received under the private placement shall not be utilized unless the return of allotment is filled with the ROC.

6. Annual General Meeting of unlisted company can be held anywhere in India.-Section 92(1)(a)- omitted

7. The requirement related to annual ratification of appointment of auditor by members is omitted.- Section 139(1)- omitted

8. In case delay in filing documents, fact or information required to be submitted under section 92 (Annual Return) or 137 (copy of financial statement), after expiry of prescribed period a flat additional fee of Rs.100 per day shall be paid instead of slab wise additional fee.

9. 'Self-Declaration' to replace 'Affidavit'- Revised Section 7(1)(c)

10. The requirement to file extract of Annual Return is omitted.- 92(3)

11. The requirement of approval of the Central Government for Managerial Remuneration, above the prescribed limits are replaced by approval through special resolution by shareholders in general meeting.- section-197

12. Sweat equity shares can be issued at any time currently it can be issued after 1 year from commencement of business.

13. In addition to Directors & KMP, any employee of the company can also authenticate company documents as authorized.

14. Wholly owned subsidiary (WOS) of a company incorporated outside of India is now allowed to hold EGM outside India.

15. Central govt. Can provide any other number to be treated as DIN like Aadhar or Pan.

16. Where a director incur any of disqualification under section 164(2) due to default of filing of financial statement or annual return or repayment of deposit or pay interest or other mentioned in section, than he shall be vacate office of the director in all the companies other than the company which is in default.

17. Requirement of filing of form DIR 11 (Filing of a copy of resignation to ROC by director itself) made optional.

1. Eligibility for doing CSR to be determined based on preceding "Financial Year" instead of "three preceding Financial year";

19. CG will prescribe an abridged Board Report for One Person Company and small company.

20. Disclosures which have been provided in the financial statement shall not be required to be reproduced in the Board Report again.

The author can also be reached at or at

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Companies (Amendment) Bill, 2017.


Published by

CS Karan B Khattri
(Practicing Company Secretary and Advocate)
Category Corporate Law   Report

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