Ease of doing business through Companies (Amendment)

Act 2017

Government is taking so many steps day by day to ensure good corporate governance and ease of
doing business in our country. The Companies (Amendment) Act 2017 is one of the step taken by the
government towards this.

Following are some provision of Companies Amendment Act 2017 which ensure ease of doing
business and provide various relaxations to corporate:

1. Section 2(85) – Increase the criteria defining small Company, now more Companies comes
under the definition of Small Company.
2. Section 12- Notice of change of registered office shall be given to ROC within 30 days instead
of 15 days.
3. Section 36- Relief to director, promoters from civil liability if they will prove that they
believed on the statement given by expert and had reasonable cause to believe.
4. Section 139- Ratification of appointment of auditor at AGM is not required.
5. Section 185- Company may advance loans, provide guarantee or security in relation to loans
taken by any person in whom director is interested by passing SR.
6. Section 96- AGM of unlisted Company may be held at any place other then registered office
after obtaining consent of all members in writing.
7. Section 100- EGM of wholly owned subsidiary of Company incorporated outside India can be
held outside India.
8. Section 93- No return is required to be filed with ROC in case of change in shareholding of
promoters or top 10 shareholders.
9. Section 94- Requirement of filing SR in advance with ROC for keeping registers or return at
any other place is now removed.
10. Section 110- Company covered under section 108 may transact items which are required to
be passed by postal ballot at general meeting.
11. Section 92-
 Requirement of MGT-9 is omitted, instead copy of annual return shall be uploaded
on website.
 Omit requirement of disclosing indebtedness details and name, address of FII.

12. Section 78- Charge holder may apply for registration of charge if Company fails to register
the charge within 30 days of creation.
13. Section 54- Company can issue sweat equity at any time after incorporation. Time limit of 1
year has removed.
14. Section 197-
 Requirement to take CG approval is omitted, now Company may give remuneration
to its directors exceeding the prescribed limits after complying with schedule V.
 Company may give remuneration to its director exceeding the prescribed individual
limits after passing SR.
Ease of doing business through Companies (Amendment)
Act 2017
 Company may waive the requirement to refund excess remuneration withdrawn by
director after approval by SR.
 If Company has defaulted payment of banks, before approval of shareholders,
approval of banks is also required.
 Auditor shall give statement in its report that remuneration paid to directors is
within the prescribed limits.

15. Section 117- Banking Companies are not required to file MGT-14 for loans, guarantee,
security provided in normal course of business.
16. Section 134-
 In board’s report only key features of policies are required to disclose instead of full
policy.
 Instead of MGT-9, web address where annual placed shall be mentioned.

17. Section 77- Section will not applicable on Charges specified by RBI.
18. Section 160- Requirement to deposit amount shall not applicable in case appointment
recommended by nomination and remuneration committee or BOD, as the case may be.
19. Section 167- Provision of filing appeal against order of court is inserted.
20. Section 168- Requirement of DIR-11 is not mandatory.
21. Section 173- If physical quorum will present then director may participate through video
conferencing even on the restricted to transact through video conferencing.
22. Section 177- If related party transaction other than those prescribed U/s 188, not approved
by Audit committee, approval of BOD will require.
23. Section 403- Time limit for filing different forms like MGT-7, MGT-6, AOC-4 etc. Is abolished
now Company may file forms even after 30 days after payment of additional fees.