The Companies (Amendment) Bill, 2017

  • Introduced in Lok Sabha on 16 March, 2016
  • It was referred to the Standing Committee on Finance on 12 April, 2016.
  • The Committee after hearing the views of the representatives of the Chambers of Commerce and Industry as well as professional bodies adopted its report on 30th November, 2016.
  • The Lok Sabha has passed the Companies (Amendment) Bill, 2017 on July 27, 2017.

Amendment related to annual return filing

Section 92- Annual Return

  • It is proposed to omit the requirement of MGT-9 i.e. extract of annual return to form part of the Board’s Report. Instead, the copy of annual return shall be uploaded on the website of the company, if any, and its link shall be disclosed in the Board’s report.
  • The Central Government may prescribe abridged form of annual return for One Person Company (‘OPC’), Small Company and such other class or classes of companies as may be prescribed.
  • It is also proposed to omit the requirement related to disclosing indebtedness and details with respect to name, address, country of incorporation etc. of FII in the annual return of the company.
  • Time limit of 270 days within which annual return could be filed on payment of additional fee has been done away with. It is proposed that a company can file the annual return with ROC at any time on payment of prescribed additional fee.

Section 93- Return to be filed with Registrar in case Promoters’ stake changes

It is proposed to omit section 93 relating to return to be filed with respect to changes in promoters’ and top ten shareholders’ stake.

Section 94- Place of keeping and inspection of registers, returns, etc.

  • It is proposed to omit the requirement of filing of special resolution in advance with the Registrar of Companies for keeping of the registers and returns at a place other than the registered office of the company.
  • Further it is proposed that certain prescribed particulars in the return, register or index referred to in this section shall not be available for inspection or for taking extracts or copies

Amendment related to fee for filling

Section 403- Fee for Filings

  • It is proposed that only document, fact or information required to be submitted under section 92 (Annual Return) or 137 (Copy of financial statement to be filed with registrar) may be submitted, after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed which shall not be less than Rs. 100 per day and different amounts may be prescribed for different classes of companies.
  • Further it is proposed that where the document, fact or information, in cases other than sections 92 or 137, is not submitted, within the period provided in the relevant section, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, An Overview of The Companies (Amendment) Bill, 2017 24 S. No. SECTION AMENDMENT registered or recorded, on payment of such additional fee as may be prescribed and different fees may be prescribed for different classes of companies.
  • It is also proposed that where there is default on two or more occasions in submitting, filing, registering or recording of the document, fact or information, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded, on payment of a higher additional fee, as may be prescribed and which provided under the first or the second proviso as applicable.
  • Further it is proposed that where a company fails or commits any default to submit, file, register or record any document, fact or information before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default.

Additional Fees as per Companies Act 2013 V/s Additional Fees as per Companies Amendment Bill 2017

Strict provisions related to Additional Fees have been prescribed in the said bill. The minimum additional fees of Rs.100 per day in case of delay in filing of Financial Statements and Annual Return have been prescribed.

For better understanding we have presented an example in the form of a table which can be referred below:

CASE: I

Form Normal Fees (Calculated for the company having capital of Rs.1,00,000) Period of

default

Additional Fees

as per

Companies Act,

2013

Additional Fees

as per

Companies

(Amendment)

Bill, 2017

AOC 4 & MGT 7 300 30 days 600 3000
31 days 1200 3100
60 days 1200 6000
61 days 1800 6100
90 days 1800 9000
91 days 3000 9100
180 days 3000 18000
181 days 3600 18100
360 days 3600 36000
361 days 3600 36100
720 days 3600 72000
721 days 3600 72100
1440 days 3600 144000
1441 days 3600 144100

CASE: II

In case there is default for 2 or more occasions, the higher additional fees may be charged which shall not be lesser than twice of the additional fees mentioned above i.e., minimum of Rs.200 per day.

Form Normal Fees (Calculated for the company having capital of Rs.1,00,000) Period of

default

Additional Fees

as per

Companies Act,

2013

Additional Fees

as per

Companies

(Amendment)

Bill, 2017

AOC 4 & MGT 7 300 30 days 600 6000
31 days 1200 6200
60 days 1200 12000
61 days 1800 12200
90 days 1800 18000
91 days 3000 18200
180 days 3000 36000
181 days 3600 36200
360 days 3600 72000
361 days 3600 72200
720 days 3600 144000
721 days 3600 144200
1440 days 3600 288000
1441 days 3600 288200