1.

Section 2(6) Explanation substitute:

Associate Company (a) Significant influence: 20% of voting right or control of or
participation in business decision under an agreement
(b) Joint control: Both the parties have rights to the net assets of
arrangement
2. Section 2(87) Company holding 50% of total voting power
Subsidiary Company
3. Section 26(1) Prospectus of public company shall state such info and set report on
Matters to be stated financial info as may specify by SEBI in consultation with CG.
in the Prospectus Proviso- If nothing specified by SEBI under this section then SEBI Act
1992 Regulation in respect of such matter shall apply.

4. Section 54(1) 1 Year must be elapsed from the date of incorporation- Now not
Sweat Equity Shares required.
5. Section 77 This Section will not apply to charges prescribed in consultation with RBI.
Charges
6. Section 78 If charge is not register within 30days of its creation holder of charge
Application for may apply to registrar for registration of charge.
registration of charge
7. Section 89(6) &(7) Extension of time under 403 is omitted. Now Return under this is section
Declaration in is required to be filed within 30 days.
respect of beneficial
int.
8. Section 92(4) &(5) Annual Return is required to be filed within 60 days of conclusion of
Annual Return AGM. Extension U/S 403 is omitted.
9. Section 117 (a) Extension U/S 403 omitted.
Resolution and (b) If not filed within 30 days of passing resolution, Fines,
agreement to be filed Company- 1 Lakh-25 Lakh
Officer in default- 25000- 1 Lakh
(c) SR Passed U/S 180(1)(a) &(c) MGT-14 is not required.
(As per 117(3)(a) for all SR, MGT-14 is required.)
(d) Resolution passed by Banking companies for Loan, Guarantee,
security U/S 179(3) in ordinary course of business- MGT-14 is not
required. (This Sec. shall not apply)

10. Section 129(3) Company shall prepare a CFS of subsidiary company and associate
Financial Statements company.
Proviso- company shall attach along with its FS, separate statement
containing salient features of Financial statement of subsidiary and
associate company.
11. Section 137(1) (a) Extension of time U/S 403 omitted.
Filing of Financial (b) 5th Proviso- In case of foreign subsidiary which is not required to
statements audit its FS according to the laws of the country of its
incorporation and which does not get its FS audited,
requirement of filing it with registrar shall be met, if Indian
holding Company files such unaudited FS along with declaration
of this effect. Where English translation required in that case
 with translated copy.
12. Section 139(1) Ratification of appointment of auditor by members at every AGM is not
Appointment of required.
auditor
13. Section 149 (a) 149(3), Resident director- who stays in India for total period of
Appointment of 182 days during the Financial year.
directors Proviso- In case of newly incorporated Company this will apply
proportionately at the end of FY in which incorporated.
(b) Section 149(6)(c) – who has or had not pecuniary relationship,
other than remuneration as such director or having transaction
not exceeding 10% of his total income or such amount as may
prescribed.
(c) 149(6)(d)- Relative in preceding 2 years or in CY:
(i) is not holding security or interest in company, its
H/S/A company
provided relative may hold security or interest upto
(Face value of 50 Lakh or 2% of paid up capital of company,
its H/S/A or higher prescribed amount.) – WEH
(ii) is not indebted (in excess of prescribed amt.) to
company, its H/S/A or its promoters or directors
(iii) Has not given guarantee in relation to 3rd party
indebtedness in company, its H/S/A or its
promoters or directors.
(iv) Has any other relation in company, its H/S/A, in
excess or equal to 2% of GT or TI or Combination
of above.
(d) 149(6)(e)- if relative is employee of company or its H/S/A in
preceding 3 financial years, can be appointed as ID.

14. Section 157 Extension of time U/S 403 omitted.

Inform DIN to
registrar
15. Section 164  Disqualification U/S 164(2) shall not apply to newly appointed
Disqualification of director for 6 months from the date of his appointment.
director  Even if appeal is filed disqualification will continue to apply.
16. Section 167(1)(a) Director of company defaulted U/S 164(2) will not be required to vacate
Vacation of office of the office U/S 167.
director
17. Section 167(1)(f) Relaxation of appeal is inserted here.(which was provided earlier in
section 164)
18. Section 168 DIR-11 is not mandatory.
Resignation of
director
19. Section 173(2) If there is physical quorum present in meeting then director may
Meeting of Board participate through video conferencing on matter which are restricted to
be dealt through video conferencing.
20. Section 177 (a) For every listed public Company this section will apply.
 Audit committee (b) Proviso – for transaction other then U/S 188 or which doesn’t
approve by AC shall be recommended to Board.
Proviso – if any transaction upto 1Cr. Entered into director or
officer of company without AC approval and not ratified by AC
within 3month, shall be voidable at option of AC.
And if transaction is with related party of director or authorized
by other director, then concerned director shall indemnify.
Proviso – approval of AC not required for transaction between
holding and wholly owned subsidiary(Other then sec.188
transaction).
21. Section 178 (a) Applicable to every listed public company.
Nomination and (b) 178(2)- in addition, specify the manner of effective evaluation of
remuneration performance of Board, its committee or ID to be carried out
committee either by Board, by NRC or by ID and review its implementation
and compliance.
(c) 178(4)(c)- Proviso- policy formulated by NRC shall be disclosed in
website of the company, if any, and salient features and
changes , if any, along with web address shall be disclosed in BR.
(d) Inability to resolve or consider any grievance shall not constitute
contravention.
22. Section 410
Constitution of
appellate tribunal