Thursday, August 8, 2013

Highlights of the new Companies Bill, 2012



 Parliament on Thursday passed the much-awaited Companies Bill which is aimed at protecting the interest of employees and small investors, with the government saying the "historic" measure will give impetus to growth and bring transparency.


The Companies Bill, which will replace the nearly 50-year-old Companies Act, was passed by Rajya Sabha by voice vote. Lok Sabha had given its assent in December last year. Wrapping up the debate, Corporate Affairs Minister Sachin Pilot termed the passage of the legislation a "historic feat". Main Features are below:-


·         Companies are required to spend at least 2 per cent of their net profit on Corporate Social Responsibility.

·         To help in curbing a major source of corporate delinquency, introduces punishment for falsely inducing a person to enter into any agreement with bank or financial institution, with a view to obtaining credit facilities.

·         The limit in respect of maximum number of companies in which a person may be appointed as auditor has been proposed as 20.

·         Independent directors' shall be excluded for the purpose of computing 'one third of retiring directors'.

·         Appointment of auditors for 5 years shall be subject to ratification by members at every Annual General Meeting. 

·         'Whole-time director' has been included in the definition of the term 'key managerial personnel'.

·         The term 'private placement' has been defined to bring clarity. 

·         Private Company can have upto 15 directors which can further increased through special resolution. Earlier the limit was upto 12 directors.  

·         Financial Year of any company can end only on March 31 and only exception is for companies, which are holding/subsidiary of a foreign entity requiring consolidation outside India, can have a different financial year with the approval of Tribunal.

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