eodb (amendment) bill 2016 part ii

AGBians

Deletion of Two Section

S2 194- Prohibition on forward dealings in securities of company by director or KMP

S 195- Prohibition on Insider trading of securities

EoDB vis-à-vis Companies Amendment Bill, 2016

AGBians

Insertion of Two Section S 446A- Factors determining level of punishment

S 4446B- Lesser penalties for One Person Companies or Small Companies


CHAPTER XII- MEETING OF

BOARD AND ITS POWERS


AGBians

S 173- Meetings of Board

AGBians


Participation through Video Conferencing , where quorum is Physical

S 177- Audit Co – 3 proviso insertion

AGBians


• Public Company in place of Listed Company• Recommendations to

Board • Transaction >1 Rs 1 Cr• Without Approval of Audit

Committee• Ratification within

3months• Voidable

S 178- Nomination and Remuneration Committee and Stakeholders Committee

AGBians


Manner for effective evaluation left to the wisdom of management

S 180- Restrictions on Powers of Board

AGBians


Securities Premium Added

SECURITIES PREMIUM

S 184 (4) (5b)- Disclosure of interest by Director

AGBians


Lower limit of penal provisions removed

Ambiguity removed by way of 2% holding clause.

S 185 (1)(2)(3)Loans to Directors

• Restriction now limited to non-incorporated entities• To incorporated entities –allowed through SR• Ambiguity removed

AGBians


S 186- Loan and Investment by company

AGBians


Investment through two layers not more than two layers

S 188 (1) (3) -Related Party Transactions

AGBians


Relief – Concept of 90% or more relatives of promoters or related parties

Ambiguity removed

S 194- Prohibition on

forward dealings in securities of company by

director or KMPOMITTED

AGBians


ssssssssssssdddddddsssssssssss

S 195-

Prohibition on Insider trading of

securities –

Omitted

AGBians


CHAPTER XIII-APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL

AGBians


S 196- Appointment of MD, WTD, Manager

Ambiguity removed-Specified in Part I of that Schedule AGBians


S 197 (1) - Overall Maximum Managerial Remuneration and Managerial Remuneration in case of absence or inadequacy of profits.

•EoDB- CG approval removed•Special Resolution provided•Better clarity provided in number of sub-Sections

AGBians


S 198- Calculation of Profits

AGBians


•Ambiguity removed•Relief to the investment companies

S 200- Central Government or company to fix limit with regard to remuneration

AGBians


EoDB - No role for CG now

S 201- Forms of, and relation to certain applications

AGBians


•Aligned•CG requirement only in Section 196 now

APPLICATION

NOW ITS STORY TIMELots of Fishes out of the

Sea &

a small girl

CHAPTER XIV-INSPECTION, INQUIRY AND

INVESTIGATION

AGBians


S 216- Investigation of ownership by

company

AGBians


Clarity in relation to concept of

beneficial ownership

S 223- Inspector’s

Report

AGBians


Specified about right to take copy of Inspectors report - Members, Creditors, or any other person whose interest is likely to be affected

CHAPTER XV-COMPROMISES, ARRANGEMENTS

AND AMALGAMATIONS

AGBians


S 236-Purchase of Minority Shareholding

PURCHASE

AGBians


More Clarity - Company whose shares are being transferred

CHAPTER XVII-REGISTERED

VALUERS

AGBians


S 247-Valuation by

Registered Valuers

AGBians


Better Clarity about conflict of Interest 3 years prior and after valuation

NOW ITS STORY TIMESikander and Arastoo

CHAPTER XXI-COMPANIES

AUTHORISED TO REGISTERED UNDER

THIS ACT

AGBians


S 366-Companies

capable of being registered

AGBians


EoDB and Better ClarityIn case of less than 7 members - private company

CHAPTER XXII-COMPANIES

INCORPORATED OUTSIDE INDIA

AGBians


S 379- Application to Act to Foreign Companies

AGBians


Power to exempt from provisions given to CG by way of inserting sub-section1 and proviso thereof

S 384 (2) -Debentures, Annual Return, Registration of Charges, Books of Accounts and their Inspection

AGBians


Widening scope of CSR applicability by way of adding S135

NOW ITS STORY TIMEButterfly Egg Shell & a

man helping her

CHAPTER XXIV-REGISTRATION

OFFICE AND FEES

AGBians


S 403- Fees for filing, etc

AGBians

EoDB-Relaxation for filing beyond original + 270 days under procedural Sections 89, 92, 117, 121, 137 or 157


CHAPTER XXVI- NIDHIS

AGBians


S 406- Power to modify Act in its application to Nidhis

AGBians


•Clubbing of Mutual Benefit Society with Nidhi Companies •Empowering CG for Notification •Procedural ambiguity removed

CHAPTER XXVII-NATIONAL COMPANY LAW

TRIBUNAL AND APPLELLATE TRIBUNAL

AGBians


S 409- Qualification of President and Members of Tribunal

AGBians


Aligned as per SC directions

S 411- Qualifications of chair-person and Members of Appellate Tribunal

AGBians


Aligned as per SC directions

S 412- Selection of Members and Appellate Tribunal.

AGBians


•Aligned as per SC directions•Chairman’s casting vote in case of stalemate

CHAPTER XXVIII-

SPECIAL COURTS

AGBians


S 435- Establishment of Special Courts

AGBians


Procedural ambiguity removed Two layers - Punishment of two years or more- Session / Additional Session JudgeOther offences -Metropolitan or Judicial Magistrate

S 438-Application of Code to proceedings before Special Court

AGBians


Ambiguity Removed

S 439- Offences to be non- cognizable

More Clarity

AGBians


S 440- Transitional Provisions

Aligned with proposed changes

AGBians


S 441- Compounding of Certain offences

AGBians


Better clarity provided

Insertion of New S 446A- Factors determining level of punishment

AGBians


•Size of Company•Nature of Business•Injury to public interest•Nature of default•Repetition of default

Insertion of New S 446B-Lesser penalties for One Person Companies or Small Companies

AGBians


< one-half of the fine or imprisonment or fine and imprisonment, of the min or max fine or imprisonment or fine and imprisonment

CHAPTER XXIX-MISCELLANEOUS

AGBians


S 447- Punishment for fraud

AGBians


Two layers created •10 lakhs or more•Less than 10 lakhs

But more confusion created now

Ajay Garg Team AGBians

[email protected]

www.agbcorplegal.com

09811386723

Thank you

http://www.agbcorplegal.com/

eodb (amendment) bill 2016 part ii

Law