Special Court designation assigns speedy trial jurisdiction for corporate offences under the Companies Act to a specified trial court.
The Central Government, under section 435(1) of the Companies Act, 2013 and with the concurrence of the Chief Justice of the High Court, designates the Court of Additional District and Sessions Judge, Patna, as a Special Court to conduct speedy trials of offences under the Act punishable with imprisonment of two years or more, pursuant to a Ministry of Corporate Affairs notification.

Commencement of section 212 provisions: Central Government appoints 24 August 2017 as operative date for Companies Act.
The Central Government notifies 24 August 2017 as the date on which sub-sections (8), (9) and (10) of section 212 of the Companies Act shall come into force, constituting a statutory commencement directive issued by the Ministry of Corporate Affairs.

SFIO arrest powers require recorded belief and Director approval with specified procedural and documentation safeguards.
SFIO officers may arrest persons where material gives rise to a recorded reason to believe an offence under section 212; arrests by Additional Director or Assistant Director require the Director's prior written approval and the Director SFIO is the competent authority. Arrests related to Government or foreign companies need prior Central Government approval, with specified notifications. Arresting officers must serve a signed arrest order with a personal search memo, forward sealed copies and materials to the Director SFIO within twenty-four hours, and the SFIO must maintain an arrest register and preserve records for five years. CrPC provisions apply mutatis mutandis.

Authorised representation: parties may appoint specified professionals or officers to present cases before the appellate body.
The amendment replaces rule 63 to allow parties to appear in person or authorise chartered accountants, company secretaries, cost accountants, legal practitioners, or any other person to present their case, subject to section 432. It also permits the Central Government, Regional Director, Registrar of Companies, or Official Liquidator to authorise an officer or Advocate to represent them, and requires such authorised officers to be not below the rank of Junior Time Scale or to be a company prosecutor.

Change of company registered office requires Form INC.23, resolutions, creditor notice, advertisement and government approval.
Shifting of a company's registered office requires filing Form INC.23 with prescribed attachments and declarations: intra-State transfers seek Regional Director confirmation with board and members' resolutions and declarations on dues, court jurisdiction and employee interests; inter-State transfers seek Central Government approval with amended memorandum, minutes, verified creditor list with declarations, publicity and notices, acknowledgement of service, attachments of objections and responses, availability of creditor list for inspection, and bar on shifting during pending inquiries or prosecutions.

Review of aged prosecutions to recommend withdrawal after regional committee assessments and consolidated reporting.
Two centralized Review Committees are constituted to examine cases submitted by specified Regional Directors and SFIO to assess and recommend withdrawal of prosecutions under company law. Each Committee's membership and regional jurisdictions are prescribed, with authority to invite experts, meet on weekends, and visit offices. Regional Committees will provide supporting material. The Committees must submit consolidated recommendations to the Ministry within one month, pursuant to administrative approval.

Corrigendum: wording in a companies law notification amended to replace "statement or" with "statement and".
The corrigendum directs that in the Ministry of Corporate Affairs notification published vide G.S.R. 583(E), paragraph 5, Table, column (3), item (ii), the phrase "statement or" shall be replaced with "statement and", effecting a precise textual amendment to the notification's Table entry as published in the Gazette.

Electronic participation in board meetings allowed by annual declaration, with preserved draft minutes and mandated board committees.
Directors may declare at the start of a calendar year to participate in board meetings by electronic mode for one year, without precluding in-person attendance on advance notice. Draft minutes recording majority decisions must be preserved until confirmation. The substituted rule requires every listed company and companies specified under the directors' appointment and qualification rule to constitute an Audit Committee and a Nomination and Remuneration Committee.

Companies Amendment Rules: unlisted public joint ventures, wholly owned subsidiaries and dormant companies excluded from specified director appointment provisions.
The 2017 amendment renumbers rule 4 and inserts a new sub rule excluding unlisted public joint ventures, wholly owned subsidiaries, and dormant companies from the principal rule's coverage, effective on publication in the Official Gazette. It also substitutes Form DIR 5: an application for surrender of DIN that specifies grounds for surrender, an option to retain the oldest DIN, required identity/contact particulars and attachments, digital signature and declaration by the applicant, and mandatory verification and certification by a practicing professional with reference to penalties for false certification.

Restoration of company name requires appeal or application in Form NCLT 9 with prior service and directed compliance.
Rule 87A prescribes that appeals under s.252(1) and applications under s.252(3) be filed in Form NCLT 9, served on the Registrar and other directed persons at least fourteen days before hearing, and heard by the Tribunal which may pass appropriate orders. If the Tribunal restores a company's name, the order must require delivery of a certified copy to the Registrar within thirty days, Registrar publication in the Official Gazette, payment of Registrar's costs unless otherwise directed, and filing of pending financial statements and annual returns within time as directed.

Corporate governance amendment: Schedule IV language updated and specified provisions exempted for compliant Government companies.
Amendments to Schedule IV update governance terminology and timelines-substituting "acting within his authority" with "act within their authority", replacing a prescribed period with "three months", and clarifying frequency as "in a financial year"-and add a note exempting specified Schedule IV provisions from application to Government companies where equivalent requirements are prescribed by the relevant Ministries or Departments and complied with; the notification is effective upon publication in the Official Gazette.

Voluntary winding up continuity: proceedings with notice under section 485(1) 1956 remain governed by the 1956 Act.
Proceedings for voluntary winding up where notice of the resolution by advertisement under section 485(1) of the Companies Act, 1956 has been given but the company was not dissolved before 1 April 2017 shall continue to be dealt with in accordance with the Companies Act, 1956 and the Companies (Court) Rules, 1959. The Order amends clause (c) of sub section (1) of section 434 of the Companies Act, 2013 to insert this proviso, addressing transitional difficulties from the Insolvency and Bankruptcy Code regarding liquidator qualifications and dissolution procedures.

Winding-up petitions shifted to the tribunal; petitioners must file insolvency details by July 15 or face abatement.
Petitions for winding up on the ground of inability to pay debts pending before High Courts and not served under rule 26 are to be transferred to the Tribunal to be dealt with under Part II of the Code; petitioners must submit required information for admission under sections 7, 8 or 9 of the Code, including the proposed insolvency professional, by 15 July 2017 or the petition shall stand abated, and parties may thereafter file fresh applications under the Code.

Threshold for auditor consent requirement increased under Companies Audit and Auditors Rules, altering appointment eligibility.
Amendment to the Companies (Audit and Auditors) Rules, 2014 substitutes the word "twenty" with "fifty" in rule 5(b). The change is effected under section 139 read with sub sections (1) and (2) of section 469 of the Companies Act, 2013 and comes into force on publication in the Official Gazette.

Exemption for Section 8 companies: specified board and loan provisions relaxed, subject to filing compliance requirements.
The notification amends prior exemptions under section 462 to exempt clause (b) and the first proviso to sub section (1) of section 149 from applying to Section 8 companies, inserts a proviso to sub section (7) of section 186 excluding its application where a company with substantial government shareholding makes loans for industrial research and development in furtherance of its objects, and conditions all tabled exceptions on the Section 8 company having no default in filing financial statements under section 137 or annual return under section 92 with the Registrar.

Exemptions for private companies allow tailored relief from financial statement, deposit and board requirements where compliance conditions are met.
The notification provides targeted exemptions for private companies, one person companies, small companies, dormant companies and recognised start ups: omission of the cash flow statement; conditional non application of deposit provisions based on capital, start up status or borrowing and independence criteria with required Registrar filings; relaxed annual return signature requirements; audit and inspection exemptions tied to turnover and borrowing limits; board meeting frequency relaxation and quorum rules allowing an interested director after disclosure. These exceptions apply only where the company has not defaulted in filing financial statements or annual returns.

Exemptions for government companies alter meeting location, director provisions and tribunal role, subject to timely statutory filings.
The amendment prescribes exceptions for Government companies: it confines permissible alternate meeting places to within the city, town or village of the registered office; exempts certain director-related provisions for unlisted Government companies majority-owned by governments and their subsidiaries; substitutes the Central Government for the Tribunal in scheme and reconstruction provisions; and makes these exceptions applicable only where the Government company has not defaulted in filing financial statements or annual returns with the Registrar.

Deposit insurance requirement relaxed allowing companies to accept deposits without insurance until deposit insurance product availability.
The amendment adds Infrastructure Investment Trusts to the entities listed in rule 2(1)(c)(xviii) and replaces the proviso to rule 5(1) to allow companies to accept deposits without a deposit insurance contract until the earlier of the transitional cut-off or the availability of a deposit insurance product.

Cross-border mergers require central bank approval, recognised jurisdictional valuation, and tribunal sanction under the companies scheme.
The amendment permits mergers between Indian and foreign companies only after prior central bank approval and compliance with the statutory scheme for compromises, arrangements and amalgamations; transferee valuation must be performed by valuers recognised in the transferee's jurisdiction in accordance with internationally accepted accounting and valuation principles, with a declaration filed with the central bank application, and companies must thereafter seek tribunal sanction.

Commencement of section 234: central government notifies its coming into force on a specified date.
The Central Government, exercising the power under sub-section (3) of section 1 of the Companies Act, 2013, notifies that the provisions of section 234 shall come into force on 13 April 2017, by an administrative commencement notification issued by the Ministry of Corporate Affairs.