Sections 147, 148, 149, 152, 153 and 157 of the Companies Amendment Act 2017

Section 44 of the Companies (Amendment) Act, 2017 amended section 147 of the principal Act as follows:

(i) In sub-section (2):

(a) after the words "five lakh rupees", the words "or four times the remuneration of the auditor, whichever is less" were inserted;

(b) in the proviso, the fine formulation was substituted so that the minimum fine became fifty thousand rupees and the upper limit became twenty-five lakh rupees or eight times the remuneration of the auditor, whichever is less;

(ii) in sub-section (3), clause (ii), the words "or to any other persons" were replaced by "or to members or creditors of the company"; and

(iii) a proviso was inserted in sub-section (5) limiting criminal liability of an audit firm, other than liability by way of fine, to the concerned partner or partners who acted fraudulently, abetted or colluded in the fraud.

Section 45 of the Companies (Amendment) Act, 2017 made terminology changes in section 148:

(i) in sub-section (3), "Cost Accountant in practice" was replaced by "cost accountant";

(ii) in the Explanation to sub-section (3), "Institute of Cost and Works Accountants of India" was replaced by "Institute of Cost Accountants of India"; and

(iii) in the proviso to sub-section (5), "cost accountant in practice" was replaced by "cost accountant".

Section 46 of the Companies (Amendment) Act, 2017 substituted section 149(3) so that every company must have at least one director who stays in India for a total period of not less than 182 days during the financial year. For a newly incorporated company, the requirement applies proportionately at the end of the financial year in which it is incorporated.

The amendment also revised the independence criteria in section 149(6), including rules concerning pecuniary relationships of an independent director and specified relationships or transactions of relatives with the company, its holding, subsidiary or associate company. It also inserted a proviso concerning a relative who is an employee.

Section 47 of the Companies (Amendment) Act, 2017 amended section 152 to recognise, in addition to DIN, any other identification number that may be prescribed under section 153.

In sub-section (3), after the reference to section 154, the words referring to "any other number as may be prescribed under section 153" were inserted. A corresponding insertion was made in sub-section (4).

Section 48 of the Companies (Amendment) Act, 2017 inserted a proviso authorising the Central Government to prescribe an identification number that will be treated as DIN for the purposes of the Companies Act, 2013. Where an individual holds or acquires such prescribed identification number, the section 153 requirement may not apply, or may apply in the prescribed manner.

Section 49 of the Companies (Amendment) Act, 2017 removed the words "within the time specified under section 403" from section 157(1) and removed the words concerning expiry of the period specified under section 403 with additional fee from section 157(2).