Tag Archives: 2013

Synopsis of Amendments made to the Companies Act, 2013 in the year 2019 and allied Action Points

The Ministry of Corporate Affairs (the MCA) in the month of January & February 2019 has issued the following amendments notification under the Companies Act 2013 (the Act):

(a) Changes in Companies (Significant Beneficial Owners) Rules 2018 to identify individuals/entities having significant control over the affairs of a company

(b) Companies (Incorporation) Rules, 2014 mandating all the companies incorporated prior to 31 December 2017 to upload all their particulars of various compliances including details of registered office in Form INC 22A Active.

(c) Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019, mandating all the companies who receives goods or services from MSME and the payment for which is not made within 45 days from the date of acceptance or the date of deemed acceptance of goods or services from MSME to report such transactions in MSME Form I.

(d) Changes in Companies (Acceptance of Deposits) Rules, 2014 mandating all companies to file a return of deposits in Form DPT 3 with the MCA, furnishing information about filing the transactions that have not been considered as a deposit or both under the Companies (Acceptance of Deposits) Rules 2014 (Deposit Rules).

The action points under these notifications are as below:

Sl. No Particulars Summary of Notification Form to be filed Due date
1. The Companies (Significant Beneficial Owners) Amendment Rules 2019[1] Who shall disclose?

Every individual, who acting alone or together, or through one or more persons or trust, possess one or more of the following rights in a company shall be deemed to be a significant beneficial owner (SBO):

·  holds indirectly, or together with any direct holdings, at least 10% of the shares or voting rights;

·   has the right to receive or participate (by virtue of their indirect and/or direct holdings) is not less than 10% of the total distributable dividend or any other distribution; or

· has the right to exercise significant influence or control (through their indirect holdings only) on the company.

However, individuals directly holding shares of the company in their own name or hold or acquires a beneficial interest in the share of the reporting company under subsection section 89 (2) of the Act and necessary reporting is made is not be considered to be a significant beneficial owner.

Further, an individual is considered to hold a right or entitlement indirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of the reporting company, namely:

·  If the member is a body corporate (Indian or foreign) – the individual holding majority stake in that body corporate or majority stake in the ultimate holding company of such body corporate member

·  If the member is a HUF – the individual who is the Karta of the HUF

· If the member is a partnership entity – the individual is a partner or holding a majority stake in a body corporate which is a partner or majority stake in the ultimate holding company of such body corporate which is a partner

·  If the member is a trust – the individual who is a trustee (discretionary or charitable trust), a beneficiary (Specific trust), Author/settlor (revocable trust)

· If the member is a pooled investment vehicle or an entity controlled by the pooled investment vehicle – the individual who is a general partner or investment manager or Chief Executive Officer where the investment manager of such pooled vehicle is a body corporate or a partnership entity

What needs to be done?

· To send notice of this requirement to all non-individual members who hold not less than 10% of its Shares, or voting rights, or right to receive or participate in the dividend or any other distribution payable in a financial year seeking information in Form BEN-4.

·  The company to identify any such individual who is an SBO and obtain a declaration of significant beneficial ownership in Form No. BEN-1.

 Non-applicability of this requirement:

These rules shall not apply if the shares of a reporting company are held by the following entities:

· Investor Education and Protection Fund

· Holding Reporting Company of the Reporting Company (however, details of such holding company have to be filed in Form No. BEN-2)

·  the Central Government, State Government or any local Authority

·  any entity controlled by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments;

· Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (InVITs) regulated by the Securities and Exchange Board of India;

· Investment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.

(a) Form BEN-1

(b) Form BEN-2

(c) Form BEN-4

 

(a) Form BEN-1- on or before 9 May 2019

(b) Form BEN-2- within 30 days from the date of receipt of Form BEN-1

(c) Form BEN-4- To be sent to seek information in Form BEN-1.

 

2. Companies (Incorporation) Amendment Rules, 2019[2] Applicability:

Every Company incorporated on or before the 31 December 2017 shall file the particulars of the Company and its registered office, in e-Form INC-22A_ACTIVE (Active Company Tagging Identities and Verification)

Pre-requisites

The Company before filing Form INC 22A Active shall ensure that it has filed the following pending forms as may be applicable:

(a) Form AOC-4- Filing of Financial statements for the previous financial year;

(b) Form MGT 7- Filing of Annual Return (e-Form MGT-7) for the previous financial year;

(c) Form DIR 12 & MR 1 as may be applicable for the purpose of appointment of whole-time company secretary. This is mandatory for the Companies whose paid-up capital is more than 5 Crore.

Non-Applicability

The following companies are not required to filed Form INC 22A Active:

1.    Companies which have been Struck off or

2.    Under the process of striking off or

3.    Under Liquidation or

4.    Amalgamated or

5.    Dissolved

Consequences of non-filing

The Company will be marked as Active non-compliant and MCA would not allow filing the following forms unless the Form INC-22A Active is filed:

a.   Form SH-7 (Change in Authorised Capital)

b.   Form PAS-3 (Change in Paid-up Capital)

c.   Form DIR-12 (Changes in Director except for cessation)

d.   Form INC-22 (Change in Registered office)

e.   Form INC-28 (Amalgamation, De-merger)

Form INC 22A Active On or before 25 April 2019.
3. The requirement of filing of MSME Form-I[3]  

With a view to support the growth of and to protect the interest of MSME’s, the MCA has issued a notification dated 22 January 2019, mandating all the Specified Companies[4], whose supply of goods or services from registered MSME and the respective payments to these registered MSME suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services, shall file the Initial Return in MSME Form I with Ministry of Corporate Affairs

 Details required to be collected from the MSME suppliers before filing the return with the MCA

Following details are required to be collected from MSME for the purpose of filing the said form:

1. Certificate of Registration issued by the Ministry of Micro Small and Medium Scale Enterprises to the MSME to ensure that the concerned entity is an MSME.

2. Financial years to which the amount relates

3. Name of the MSME

4. PAN of MSME

5. Amount due

6. Date from which amount is due

7. Total outstanding amount due as on date of notification of this order (i.e. 22 January 2019)

8.    Reason for delay

Filing of Half yearly return

Every company who receive goods or services from MSME and whose payments to MSME suppliers exceed forty-five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of the MSME Act 2006 shall file the half-yearly returns for the period ended April to September and October to March every year.

 

MSME Form I Within 30 days from the date of Notification of the said Form[5]

 

Due date for filing half yearly return

1.    For the period from April to September- On or before 31st October every year

2.    For the period from October to March- on or before 30th April of every year

4. The Companies (Acceptance of Deposits) Amendment Rules, 2019[6] Every Company shall have to file Form DPT 3 providing particulars of transaction that has not been considered as deposit[7] or both. Thus, all companies other than Government Companies will have to file Form DPT-3 also for transactions that are listed under Deposit Rules.

 Further the companies in its annual financial statements, are required to disclose about the money received from Directors (in case of companies other than private companies) and money received from Directors or relatives of Directors (in case of private companies only).

 

Form DPT 3 On or before 22 April 2019

Author: Ashwin Bhat, Junior Partner at NovoJuris Legal.

[1] Source: http://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf

[2] Source: http://www.mca.gov.in/Ministry/pdf/CompaniesIncorporationAmendmentRules_21022019.pdf

[3] Source: http://www.mca.gov.in/Ministry/pdf/MSMESpecifiedCompanies_22012019.pdf

[4] ‘Specified companies’ means, all the Companies who receives goods or services from MSME and if the payment is not made within 45 days from the date of acceptance or the date of deemed acceptance of goods or services.

[5] MSME Form I is yet to be notified by the MCA

[6] Source: http://www.mca.gov.in/Ministry/pdf/AcceptanceDepositsAmendmentRule_22012019.pdf

[7] Transactions provided in Rule 2 of the Deposit Rules

Regulatory Update: Companies Act, 2013 for KYC of Directors

The Ministry of Corporate Affairs (the MCA) vide its notification dated 5 July 2018, has notified the Companies (Appointment and Qualification of Directors) fourth Amendment Rules, 2018 which shall come into force with effect from 10 July 2018.

The MCA shall be updating its registry and conducting KYC of all Directors through a new e-form DIR-3 KYC. As immediate step, the e-form DIR-3 KYC shall have to be compulsorily filed on or before 31 August 2018 by:

  • Every Director (whether Indian or Foreign) who has been allotted Director Identification Number (DIN) on or before 31 March 2018 and whose DIN is in ‘Approved’
  • Every person having DIN irrespective of whether he holds any Directorship.
  • All disqualified Directors.

Going further, every individual who has been allotted DIN as on 31st March of a respective financial year shall have to file the e-form on or before 30th April of the following financial year.

Filing Fees for e-form DIR-3-KYC (as per the Companies (Registration Office and Fees) Third Amendment Rules 2018) which shall come into effect from 10th July, 2018):

Due dates Filing Fees
i)         Fees payable till 31st August, 2018 for DIR-3-KYC for current financial year (2018-19) Nil
ii)       Fees payable on or after 1st September, 2018 for current financial year (2018-19) Rs. 5000
iii)      Fees payable till 30th April of every financial year (i.e. from FY 2019-2020 onwards) for DIR-3-KYC as at 31st March of immediate preceding financial year Nil
iv)     Fees Payable in delayed cases Rs. 5000

The MCA will mark all approved DINs as ‘Deactivated’ if the e-form is not filed within the aforementioned due dates citing reason as ‘Non-filing of DIR-3 KYC’. The deactivated DIN shall only be activated after the e-form DIR-3-KYC has been filed with MCA with the additional fees.

Few important points to remember while filing the e-form:

  • Income Tax PAN, in case of Indian nationals and Passport, in case of Foreign Nationals is mandatory.
  • A Unique Personal Mobile Number and a Personal Email ID shall have to be mandatorily provided in the e-form and the same would be verified by a One Time Password (OTP).
  • The e-form should be filed by every Director using his own DSC. Thus, it is mandatory for every Director to have a valid DSC.
  • The e-form should be duly certified by a Practising Chartered Accountant or a Practising Company Secretary or a Practising Cost Accountant.

Immediate Action Plan:

  • Apply for DSC of all Directors (renewing expired DSCs as well as applying for fresh ones)
  • As attachments:
    1. Proof of Identity: PAN/Passport/Aadhar
    2. Proof of Address: Passport/Aadhar Card/Voter Identity Card/Driving License

Codification of Duties of Directors under the Companies Act 2013

Introduction

While the rights, powers, and duties of Directors defined in the Articles of Association of the Company, a need was felt for legal clarity. Under the Companies Act 1956 (the Erstwhile Act), there were no explicit provisions regulating the duties of the directors of the Company.  The J.J. Irani Committee report suggested that the duties of a Director should be “inclusive, and not exhaustive in view of the fact that no rule of universal application can be formulated as to the duties of the directors.”

On the basis of the JJ Irani committee report, a specific provision governing the duties of directors was included in the Companies Act, 2013 (the Act), which applies to directors both individually as well as collectively to the Board.  The section 166 of the Act has consolidated the law governing directors’ duties making it more certain. Although this consolidation is not exhaustive, as certain duties of directors are still enumerated under other sections of the Act, for instance, Section 184 of the Act obliges a director to disclose his interest in a contract with the company, nonetheless, director’s actions are benchmarked against responsibilities explicitly identified under section 166 which directors are expected to abide by, both individually and collectively as a Board.

General principles regarding duties of Directors:

A director of a company:

  1. shall, subject to the provisions of the Act, act in accordance with the articles of association of the company.
  2. should act in good faith in order to promote the objects of the company, for the benefit of its members as a whole, and in the best interest of the company, its employees, the shareholders, the community and for the protection of the environment;
  3. shall exercise his duties with due and reasonable care, skill and diligence; shall exercise independent judgment.
  4. shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  5. shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  6. shall not assign his office and any assignment so made shall be void.

Classification of duties of directors

These duties can broadly be classified into two categories:

  1. Duty of care, skill and diligence & independent judgement:

The duty of care, skill and diligence require directors to devote the requisite time and attention to affairs of the company, pursue issues that may arise through “red flags” and make decisions that do not expose the company to unnecessary risks.

  1. Fiduciary duties:

Fiduciary duties, on the other hand, require the directors to put the interests of the company ahead of their own personal interests. The rules that prevent conflict of interest and self-dealing on the part of directors are integral to this set of duties.

Section 166 of the Act applies to directors of all types of companies. The aforementioned directors’ duties extend to all categories of directors, including independent directors. However, in addition to Section 166, independent directors have to comply with the Code of Conduct under Schedule IV of the Act.

The Act necessitates a holistic approach to decision-making at the Board level. Codification of directors’ duties forces directors into being more accountable and responsible towards the management of a company, thereby improving transparency and corporate governance standards.

Implications of the codification of directors’ duties:

  1. Use of discretion: Exercise of discretion by a director ought to be well-founded and based on a thorough examination of all relevant facts.
  2. Full disclosure: Directors are likely to expect full disclosure of relevant information for basing their decision.
  3. Impact on nominee directors: A significant impact of section 166 (2) will be on the relationship between a nominee director and his nominating shareholder. Considering the statutory requirement for a director to act in the best interests of the members as a whole and to exercise independent judgment while deciding on a matter, a nominee director may find it difficult to harmonise his statutory, duties under section 166 with such instructions of his nominating shareholder, which most of the times are inconsistent with the interests of the company or a class of shareholders.

Non-adherence to section 166 of the Act

Breach of section 166 is an offense punishable by a fine for an amount not less than rupees one lakh but which may extend to rupees five lakh. However, where a director is guilty of making an undue gain, he will also be liable to pay to the company an amount equal to the gain.

Clarity of directors’ duties may make it easier for shareholders to initiate a class action suit for a claim of damages against the company and/or its directors, if breach of directors’ duties results in the management or conduct of the affairs of the company being run prejudicial to the interests of the company or its shareholders.

Conclusion

Given the liability of directors for non-compliance with their statutory duties, the following measures may be considered by a company and its Board:

  1. The directors should be given a thorough briefing on the statutory duties. The level of the briefing will vary depending on a director’s familiarity with his duties but should be gradually subsumed into a company’s induction process for all directors.
  2. Directors should adopt a balanced approach to decision making, and not act as a ‘Dummy’ director.
  3. If required, the board of directors should seek professional advice to understand the implications of a particular decision for making an informed decision’ after considering all relevant factors.
  4. If the Board is of the view that there is a potential conflict between two provisions of Section 166. In such conflicting situations, perhaps it will also be appropriate for the Board to hear the views of each stakeholder and seek expert advice prior to deciding on a matter.
  5. Directors should attend as many Board meetings as possible so to ensure that they are fully briefed on developments affecting the company’s business.
  6. A Nominations Committee may be constituted which should evaluate applications for directorships on an objective basis while ensuring that any new Board member, particularly an independent director, has the requisite skills and experience required for that particular position.
  7. Directors should consider on a regular basis whether a particular contractual arrangement or role performed by them can reasonably be regarded as likely to give rise to a conflict of interest. If it can be so regarded, the director concerned ought to make appropriate disclosures to the Board, in accordance with the articles of association of the company or provisions of the Act.
  8. The Company Secretary responsible for preparing Board related documents should be made aware of the requirements of Section 166 so that the Board is given adequate information, including of opinion of experts that may be relevant for an informed decision-making process.

Author: Ms. Ifla.A is an associate at NovoJuris Legal.

Regulatory Updates: Ministry of Corporate Affair – the “Companies (Registered Valuer’s and Valuation) Amendment Rules, 2018.

MCA vide its notification dated 9 February 2018 has notified the “Companies (Registered Valuer’s and Valuation) Amendment Rules, 2018“, to amend Rule 11 on “Transitional Arrangement”, i.e. persons rendering valuation services.

According to the provisions of these rules, any person rendering valuation services under the said act on the date of the commencement of the particular rules can continue to until 31 March 2018 without a certificate, however, with the new amendment the time has been extended till 30 September 2018.

Source:

http://www.mca.gov.in/Ministry/pdf/CompaniesRules2018_12022018.pdf

Regulatory Update: Ministry of Corporate Affairs – Companies (Authorized to Register) Amendment Rules, 2018.

The MCA vide its notification dated 16 February 2018 has amended the Companies (Authorised to Register) Rules, 2014 and notified the Companies (Authorised to Register) Amendment Rules, 2018, substituting form no. URC-1 (Application by a Company for registration under Section 366 i.e, Conversion from firm into Company and LLP into Company)

Source:

http://www.mca.gov.in/Ministry/pdf/CompaniesAuthorisedRegisterAdmendmentRules2018_19022018.pdf

Independent Directors- Are they Independent in their Judgements?

Independent Directors (ID) bring objectivity and an independent opinion to the decisions made by the directors of the company. IDs play a supervisory role and take into account the interests of shareholders, creditors, employees and other stakeholders in general. While IDs generally do not take part in the day-to-day functioning, their acumen should be such that they ask the right set of questions to ensure that the decisions made by the directors are in the best interest of the company, so that concentration of power or special influence can be adequately balanced and in the best interest of the company. IDs will have to take an active interest in the decision-making process not only in the meeting of the Board but also generally take steps to ensure that the interests of all stakeholders are protected.

Kumar Mangalam Birla committee report opines that “Independent Directors are directors who apart from receiving director’s remuneration do not have any other material pecuniary relationship or transaction with the company, its promoters, its management, or its subsidiary, which in the judgment of the Board may affect their independence of judgment”.

Appointment of IDs is mandatory to all public listed companies and unlisted public companies who have (i) share capital more than Rs. 10 crores (ii) turnover of more than Rs.100 crores (iii) total outstanding loans, debentures, deposits is more than Rs 50 crores. In case of private limited companies, where institutional investors or venture capital investors have investments, they usually opt for an independent director to be on the Board.

The Companies Act, 2013 entrusted the governance to the Board of Directors and the Audit Committee for detection and prevention of fraud. The directorship is a fiduciary position and each person on the Board are exposed to many liabilities, not only under Companies Act but under various other legislation. Considering the fact that the IDs being nonexecutives on Board, they themselves cannot play an effective role even though they have a full commitment to ethical practices. Therefore, the executive directors shall have to be proactive and transparent in decision making and it is expected that IDs are informed about all facts, activities, and ongoings, beyond a structured/mandatory sharing of financials and mandatory board meeting agenda items.

IDs once appointed shall be equally responsible for wrongdoings in the Company. Therefore, before taking any directorship, the IDs may pose certain questions to the Company as provided herein below:

(i) Check on conflict of interest, whether such IDs has any pecuniary relationship with the Company directly or indirectly; (ii) The expectations of the Board from ID; (iii) Board Process on decision making, flow of information to its directors etc; (iv) Compliance status under various statutes as may be applicable to the company; (v) Risk and controls in relation to business and measures taken to mitigate such risks; (vi) Adaptability of the promoters towards suggestions of the Board. The expectation is that the executives shall run the show and non-executive board shall act as advisors; (vii) Check on whether the directors have the Directors and Officers Liability insurance policy.

A prima facie question that usually arises prior to taking an ID position is the liabilities. You can access our handbook on Directors here: https://drive.google.com/file//0BytybNhvfzRcb0JfRUFGQVpmaDQ/view?usp=sharing Eligibility Criteria to be an Independent Director

Independent Director shall be a person:`

  • who is not an executive director or nominee director;
  • who shall possess appropriate skills, experience, and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company’s business.
  • who is or was not a promoter of the Company or its holding, subsidiary company or associate company and shall not be related to any of these persons;
  • who including his relatives has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, in last two preceding financial years or during the current financial year;
  • who holds together with his relatives two percent. or more of the total voting power of the company;
  • who, neither himself nor any of his relatives—
    • holds or has held the position of a key managerial personnel or is or has been an employee of the company or its holding, subsidiary or associate company in any of the three financial years preceding the financial year;
    • is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, to:
      • a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
      • any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;
  • holds together with his relatives two per cent. or more of the total voting power of the company; or
  • is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company; or

Are they really Independent in their Judgements?

Most of the Companies in India are family run business, where a majority of the decisions are taken by the promoters (without consulting any other non-executive directors). Further, these promoters hold a majority of the shares in the company, thereby the interest of these promoters are influenced in every such decision. Though, under law the shareholders appoint the independent director, but the process of selection of the independent director, is the existing directors who nominate the independent candidates for the post of the independent non-executive director, that too in consultation with the promoters and the shareholders accepts the nomination on the basis of the recommendation of the Board.

So, the very appointment is dependent on the recommendation being provided by the promoters, it would be hard to explain that the IDs do in fact exercise complete independence.

Despite many fallouts in the real world on the transparency of board’s decisions in their presence, IDs are the only hope to uplift the discipline/ transparency, provided their independence is not being compromised and decisions are taken professionally. If they are no more independent then their appointment in a company will have limited benefit as IDs. (of course, their business acumen and domain expertise is always of value).

Even if one or two of them are independent of their judgment and takes a fair and prudent view, they may be compromised by the decision of the majority. So, in some sense, are the independent directors actually dependents? This is a very strong question and we believe that the way the legislation is proposing for appointment and remuneration of the independent directors, should be re-evaluated.

Author: Ashwin Bhat, is a Junior Partner at NovoJuris Legal

REGULATORY UPDATE: MINISTRY OF CORPORATE AFFAIRS-NOTIFICATION OF COMPANIES (AMENDMENT) ACT 2017.

The MCA has notified the Companies (Amendment) Act, 2017 effective from 3 January 2018, this shall amend certain existing provisions of the Companies Act 2013.

Key Amendments are as below:

  • The definition of “Associate Company” is aligned with Accounting Standard by expanding the meaning of “Significant influence” referring to 20% total voting power instead of share capital
  • An explanation is added to the definition of “Holding Company” to include corporates incorporated outside India to be considered as the holding company for the purpose of the Act.
  • Change in definition of “Subsidiary Company or Subsidiary” to ensure that voting power can be derived only from equity share capital and not preferential share capital. Amendment of definitions of subsidiary company to ensure that ‘equity share capital’ is the basis for deciding holding-subsidiary relationship rather than “both equity and preference share capital”. By the replacement of the term shares with voting power, Preferential shareholders who do not have voting power are excluded.
  • New section 3A has been inserted, where members of the company can be severally liable in some cases.
  • Validity of name approval at the time of incorporation has been changed from 60 days from the date of application to 20 days from the date of approval. Further, in case of change in name by an existing company, name reserved by the RoC shall be valid for 60 days from the date of approval.
  • It is proposed that the company shall within 30 of its incorporation have registered office instead of current requirement to have registered office on and from the fifteenth day of its incorporation.
  • Notice of every change of the situation of the registered office shall be given to the Registrar within 30 days of the change, who shall record the same. Another change is the time frame for filing the form has been increased from 15 days to 30 days.
  • Few changes have been made to private placement where, the offer should not provide for a renunciation right and unless allotment has been made and return of allotment has been filed with the Registrar, the company is cannot use the funds thus raised. The return of such allotment should be filed within a period of 15 days.
  • Now sweat equity shares can been issued any time post incorporation.
  • Requirement of deposit insurance is no more required.
  • The Central Government can now prescribe the charges for which S. 77 becomes inapplicable after consultation with the RBI.
  • Now, it is sufficient that the web-link of the annual return be disclosed in the board report and attaching Form MGT-9 to the Board’s report has been omitted.
  • Filing with the registrar for a change in promoter’s stake in MGT-10is not required.
  • Now, Annual General Meeting (AGM) of an unlisted company can only be held at any place in India if consent is given in writing or electronic mode by all the members in advance.
  • An Extra Ordinary General Meeting of wholly-owned subsidiary incorporated outside India can be held outside India too.

The full text of the amendment act is available in below link:

Source: http://www.mca.gov.in/Ministry/pdf/CAAct2017_05012018.pdf