Section 135, 136, 137, 140, 141 and 143 of Companies Amendment Act 2017

Amendment of section 135 of Companies Act 2013

37. In section 135 of the principal Act,-
(i) in sub-section (1),-

(a) for the words "any financial year", the words "the immediately preceding financial year" shall be substituted;

(b) the following proviso shall be inserted, namely:-
"Provided that where a company is not required to appoint an independent director under sub-section (4) of section 149, it shall have in its Corporate Social Responsibility Committee two or more directors.";

(ii) in sub-section (3), in clause (a), for the words and figures "as specified in Schedule VII", the words and figures "in areas or subject, specified in Schedule VII" shall be substituted;

(iii) in sub-section (5), for the Explanation, the following Explanation shall be substituted, namely:-

'Explanation.-For the purposes of this section "net profit" shall not include such sums as may be prescribed, and shall be calculated in accordance with the provisions of section 198.'.

Amendment of section 136 of Companies Act 2013

38. In section 136 of the principal Act,-

(i) in sub-section (1),-
(a) the words and figures "Without prejudice to the provisions of section 101," shall be omitted;

(b) in the first proviso, for the words "Provided that", the following shall be substituted, namely:-

"Provided that if the copies of the documents are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by members-

(a) holding, if the company has a share capital, majority in number entitled to vote and who represent not less than ninety-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or

(b) having, if the company has no share capital, not less than ninety five per cent of the total voting power exercisable at the meeting:
Provided further that";

(d) for the fourth proviso, the following provisos shall be substituted, namely:-

'Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any:
Provided also that a listed company which has a subsidiary incorporated outside India (herein referred to as "foreign subsidiary")-

(a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such foreign subsidiary is placed on the website of the listed company;

(b) where such foreign subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed company may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website.';

(ii) in sub-section (2), the following proviso shall be inserted, namely:-
"Provided that every company having a subsidiary or subsidiaries shall provide a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of its subsidiary to any member of the company who asks for it.".

Amendment of section 137 of Companies Act 2013

39. In section 137 of the principal Act,-
(i) in sub-section (1),-
(a) the words and figures "within the time specified under section 403" shall be omitted;
(b) in the second proviso, the words and figures "within the time specified under section 403" shall be omitted;
(c) after the fourth proviso, the following proviso shall be inserted, namely:-
'Provided also that in the case of a subsidiary which has been incorporated outside India (herein referred to as "foreign subsidiary"), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English.'.
(ii) in sub-section (2), the words and figures "within the time specified, under section 403" shall be omitted;
(iii) in sub-section (3), for the words and figures "in section 403", the word "therein" shall be substituted.

Amendment of section 139 of Companies Act 2013

40. In section 139 of the principal Act, in sub-section (1), the first proviso shall be omitted.

Amendment of section 140 of Companies Act 2013

41. In section 140 of the principal Act, in sub-section (3), for the words "fifty thousand rupees", the words "fifty thousand rupees or the remuneration of the auditor, whichever is less," shall be substituted.

Amendment of section 141 of Companies Act 2013

42. In section 141 of the principal Act, in sub-section (3), for clause (i), the following
clause shall be substituted, namely:-
'(i) a person who, directly or indirectly, renders any service referred to in section 144 to the company or its holding company or its subsidiary company.
Explanation.-For the purposes of this clause, the term "directly or indirectly" shall have the meaning assigned to it in the Explanation to section 144.'.

Amendment of section 143 of Companies Act 2013

43. In section 143 of the principal Act,-
(i) in sub-section (1), in the proviso, for the words "its subsidiaries", at both the places, the words "its subsidiaries and associate companies" shall be substituted;
(ii) in sub-section (3), in clause (i), for the words "internal financial controls system", the words "internal financial controls with reference to financial statements" shall be substituted;
(iii) in sub-section (14), in clause (a), for the words "cost accountant in practice", the words "cost accountant" shall be substituted.