Sections 92, 93, 94, 96, 100, 101 and 110 of the Companies Amendment Act 2017
The Companies (Amendment) Act, 2017 (Act 1 of 2018) received Presidential assent on 3 January 2018. This article explains the amendments made by sections 23 to 29 of that Act to the Companies Act, 2013 and places them in their present legal context.
Section 92 - Annual return
What section 92 covers: Section 92 of the Companies Act, 2013 governs preparation, contents, signing, certification and filing of a company's annual return.
2017 amendment: Section 23 of the Companies (Amendment) Act, 2017 omitted clause (c) of section 92(1), shortened the information expressly required in clause (j), enabled the Central Government to prescribe an abridged annual-return form for One Person Companies, small companies and prescribed classes, and substituted section 92(3).
Under the substituted section 92(3), every company must place a copy of its annual return on its website, if it has one, and disclose the web-link in the Board's report. The 2017 Act also amended subsections (4) and (5) in relation to the filing provision and section 403.
Later development: Section 92 was subsequently amended again. In particular, the Companies (Amendment) Act, 2020 changed the monetary consequences in subsections (5) and (6). Accordingly, the 2017 amendment text should not be used by itself as a statement of every current requirement.
Section 93 - Return of changes in promoters' and top shareholders' stake
What changed: Section 24 of the Companies (Amendment) Act, 2017 omitted section 93 of the Companies Act, 2013. The provision had dealt with a return concerning changes in promoters' and top shareholders' stake in listed companies.
Section 94 - Place of keeping and inspection of registers and returns
What section 94 covers: Section 94 deals with the place where statutory registers and copies of annual returns are kept and the rights of inspection, extracts and copies, subject to the Act and prescribed restrictions.
Section 25 of the 2017 Act removed the requirement in the first proviso to section 94(1) that a copy of the proposed special resolution be given to the Registrar in advance. It also inserted a proviso in section 94(3), enabling prescribed particulars of the register, index or return to be excluded from inspection and from extracts or copies.
Section 96 - Annual general meeting
What section 96 covers: Section 96 regulates the holding of the annual general meeting (AGM), including timing and place.
Section 26 of the 2017 Act inserted a rule for unlisted companies: an AGM of an unlisted company may be held at any place in India when all members give advance consent in writing or by electronic mode.
Section 100 - Extraordinary general meeting
What section 100 covers: Section 100 concerns the calling of an extraordinary general meeting (EGM), including requisition by members.
Section 27 of the 2017 Act inserted a proviso requiring an EGM to be held at a place within India, except in the case of a wholly owned subsidiary of a company incorporated outside India.
Section 101 - Notice of general meeting
What section 101 covers: Section 101 provides for notice of general meetings and the circumstances in which a meeting may be called on shorter notice.
Section 28 of the 2017 Act substituted the proviso to section 101(1). An AGM may be called on shorter notice with consent in writing or by electronic mode of not less than 95 per cent of the members entitled to vote.
For another general meeting, the prescribed shorter-notice consent depends on whether the company has share capital. Where it has share capital, the consenting members must satisfy the statutory majority-in-number and 95 per cent paid-up voting share-capital test. Where it has no share capital, consent must represent not less than 95 per cent of the total voting power exercisable at the meeting. Members entitled to vote only on particular resolutions are counted for those resolutions.
Section 110 - Postal ballot
What section 110 covers: Section 110 regulates business transacted by postal ballot, read with the applicable rules governing postal ballot and electronic voting.
Section 29 of the 2017 Act inserted a proviso allowing an item otherwise required to be transacted by postal ballot under section 110(1)(a) to be transacted at a general meeting by a company that is required to provide members with electronic voting under section 108, in the manner provided by that section.
Related amendment to section 117
The uploaded page also reproduced section 30 of the Companies (Amendment) Act, 2017, which amended section 117 of the Companies Act, 2013. That material is retained here because it formed part of the original article.
The 2017 amendment removed references to the period specified under section 403 from section 117(1), revised wording in section 117(2), reduced specified minimum monetary amounts then appearing in that subsection, omitted clause (e) of section 117(3), and added an exception concerning certain banking-company resolutions relating to loans, guarantees or security under section 179(3)(f). Later amendments should also be checked before relying on historic penalty amounts.
Official legal resources
For authoritative and updated material, consult the Ministry of Corporate Affairs, the official Companies (Amendment) Act, 2017, and the India Code database for the Companies Act, 2013.
This article is an informational guide to the legislation and should be read with the current Act, rules, notifications and applicable regulatory requirements.