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  Companies Amendment Act, 2017 with special emphasis on Private Placement of Shares and Significant Beneficial Ownership



About Event

The Companies (Amendment) Act, 2017 has brought many changes in Companies Act, 2013 (Act) by extending many relaxations to all the companies and in particular the private companies. The Amendment Act also provide for many more disclosures to be made by the companies.

In June, 2018 the Ministry of Corporate Affairs has notified the provisions of new Section 90 of the Act regarding declaration of Significant Beneficial Ownership in the companies by the beneficiaries. The Rules regarding this have also been notified. There are serious consequences for non-compliance of the above provisions.

On 7th August, 2018 MCA has notified the provisions of new Section 42 of the Act regarding the Issue of Shares on Private Placement basis. The Rules regarding Private Placement have also been notified. Stringent penalties have been provided for non-compliance of these provisions.

On 2nd November, 2018, the Govt. has made amendments in Companies Act, 2013 vide Companies (Amendment) Ordinance, 2018. These amendments, besides other changes, have diluted the jurisdiction of NCLT in many such cases the powers shall now vest with MCA. The word Fine has been replace with Penalty in many sections, making these offences civil instead of criminal.

Besides the above, the Govt. is also contemplating many changes in the Companies Act, 2018.

All the above shall be discussed at the workshop.

Key Topics to be Covered

1. COMPANIES (AMENDMENT) ACT, 2017, Revised Definitions.
2. Issue of Shares on Private Placement basis

  • Conditions for issue of shares on Private Placement basis
  • Procedure for issue of shares on Private Placement basis
  • Compliances after issue of shares on Private Placement basis
  • Stringent Penalties for non-compliances

3. Significant Beneficial Ownership (SBO)

  • Significant Beneficial Ownership (SBO)
  • Declaration of Significant Beneficial Ownership
  • Register of Significant Beneficial Ownership and inspection thereof
  • Filing of Return of Significant Beneficial Ownership in a time-bound manner
  • Notice to Significant Beneficial Owners
  • Application to NCLT
  • Stringent Penalties for non-compliances

4. Issue of Capital

  • Prospectus disclosures, misstatement in prospectus
  • Issue of share at discount
  • Issue of sweat equity shares
  • Further issue of shares

5. Annual Return
6. Management and Board

  • AGM/EGM of unlisted companies
  • Postal Ballot
  • Declaration of Dividend
  • Financial Statement/Reopening of financial statement
  • Board Report
  • Resident Director
  • Independent Director
  • Appointment/reappointment/resignation of director
  • Disqualification/vacation of directorship
  • Loan to directors/Inter-corporate Loans

7. CSR
8. Auditors-Appointment/powers/duties, removal, resignation
9. Related Party Transactions
10. Managerial Personnel and Managerial Remuneration
11. Registered Valuers
12. Filing/Late filing Fee
13. Special Courts
14. Compounding of offences
15. Penalties/Punishment
16. Companies (Amendment) Ordinance, 2018

  • Declogging the NCLT-replacement of the word FINE with PENALTY
  • Transfer of Jurisdiction from NCLT to Central Govt.
  • Re-introduction of Certificate of Commencement of Business
  • New grounds of disqualification of directors
  • Definition of the term Fraud widened

17. Proposed Amendments in Companies Act

Who Should Attend

MD ’s, CEO’s. CFO’s, Directors, Head of Legal & Compliance, Company Secretaries & others

Click here to know more in details

Event from : 14 December 2018
Event to : 14 December 2018
Events Venue : Mumbai

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