Clause 38 - Amendment of section 136. - Companies (Amendment) Bill, 2017

Amendment of section 136. 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 ; ( c ) in the second proviso, for the words Provided further , the words, Provided also shall be substituted; ( 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. .